Unassociated Document


    Execution
      Copy

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT
      the
“Agreement”),
      entered into as of September 29, 2008 (the “Effective
      Date”),
      between COMMAND
      SECURITY CORPORATION,
      a New
      York corporation (the “Company”),
      and
EDWARD
      S. FLEURY
      (the
“Executive”).
      The
      Company and the Executive are sometimes referred to in this Agreement
      individually as a “Party”
and
      collectively as the “Parties.”
      

    


    RECITAL

    


    The
      Company desires to provide for the service and employment of the Executive
      with
      the Company and the Executive desires to perform services for, and be employed
      by, the Company, in accordance with the terms and subject to the conditions
      provided herein. All references herein to Sections shall be deemed to refer
      to
      the Sections of this Agreement, unless otherwise specified.

    


    Accordingly,
      in consideration of the premises and the respective covenants and agreements
      of
      the Parties herein contained, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, and intending to
      be
      legally bound hereby, the Parties hereby agree as follows: 

    


    1. Employment.
      The
      Company hereby agrees to employ the Executive, and the Executive hereby agrees
      to serve the Company, upon the terms and subject to the conditions set forth
      herein.

    


    2. Term.
      The term
      of employment of the Executive by the Company hereunder (the “Term”)
      will
      commence as of the Effective Date and will end on the third anniversary of
      the
      Effective Date, unless further extended or sooner terminated as hereinafter
      provided. Notwithstanding the foregoing, either the Company or the Executive
      shall have the right to terminate this Agreement for any reason (or for no
      reason) and end the Term at any time during Year 1 (as defined below in this
      Section
      2)
      by
      giving the other Party written notice thereof at least 30 days’ prior to the
      first anniversary of the Effective Date, subject to the satisfaction of any
      payment or other obligations of the Party providing such notice as set forth
      in
      this Agreement. Commencing on the third anniversary of the Effective Date,
      and
      on the first day of each one-year anniversary thereafter, the Term shall
      automatically be extended for one additional year on
      terms
      no less favorable than in effect prior to such extension
      unless
      either Party shall have given notice to the other Party (a “Non-Renewal
      Notice”)
      at
      least 60 days prior to such anniversary that it or he, as the case may be,
      does
      not wish to extend the Term. References herein to the Term
      shall be
      deemed to refer to both the initial term of this Agreement and any extended
      term
      hereof. Notwithstanding the foregoing, the Term shall end on the Date of
      Termination (as defined in Section
      6(c)
      hereof).
      If, pursuant to this Section
      2,
      either
      Party properly provides the Non-Renewal Notice of its or his decision to not
      extend the Term, the expiration of the Term and the termination of this
      Agreement as a result thereof shall be deemed for all intents and purposes
      to be
      a termination of this Agreement pursuant to Section
      6(d).
      As used
      in this Agreement, “Year
      1”
means
      the initial 12-month period commencing on the Effective Date and ending on
      September 28, 2009; “Year
      2”
means
      the 12-month period commencing on September 29, 2009 and ending on September
      28,
      2010; and “Year
      3”
means
      the 12-month period commencing on September 29, 2010 and ending on September
      28,
      2011.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Nature
      of Performance.

    


    (a) Position
      and Duties.
      During
      the Term, the Executive shall serve as Chief Executive Officer of the Company
      and shall have such responsibilities, duties
      and authority as are customary to such position including, without limitation,
      overall supervision of the day-to-day operations of the Company and its
      divisions. The Executive
      shall
      report directly to, and be subject to the direction and authority of, the Board
      of Directors of the Company (the “Board”).
      As
      soon
      as reasonably practicable following the Effective Date, the Board shall, to
      the
      extent permitted by applicable law take all action necessary to exercise its
      rights under Article III Sections 2, 3 and 4 of the Company’s Bylaws to (i)
      increase the number of directors constituting the entire Board from six (6)
      to
      seven (7); (ii) appoint Executive to fill the vacancy created by such increase;
      and (iii) assign Executive to the class of directors with a term expiring at
      the
      Company’s next annual meeting of the Company’s shareholders.
      In
      addition, the Board shall duly consider recommending to the Company’s
      shareholders that the Executive be appointed to the Board at the next annual
      meeting of the Company’s shareholders and including the Executive on the slate
      of Board Nominees in its related proxy materials to be filed and mailed in
      connection with such annual meeting, subject to the recommendation thereof
      by
      the Nominating and Corporate Governance Committee of the Board and to the
      determination by the Board that no matters, circumstances or other factors
      exist
      that would cause the Board to reasonably conclude that the election of the
      Executive as a member of the Board would not be in the best interests of the
      Company and its shareholders. 

    


    (b) Indemnification.
      To the
      fullest extent permitted by law, including, without limitation, the New York
      Business Corporation Law and the Company's Certificate of Incorporation and
      By-laws, the Company shall promptly indemnify the Executive for all amounts
      (including, without limitation, judgments, fines, settlement payments, losses,
      damages, costs and expenses (including reasonable attorneys' fees)) incurred
      or
      paid by the Executive in connection with any action, proceeding, suit or
      investigation (a “Proceeding”)
      arising out of or relating to the performance by the Executive of services
      for,
      or acting as a fiduciary of any employee benefit plans, programs or arrangements
      of the Company or as a director, officer or employee of, the Company or any
      subsidiary thereof. The Company shall advance to the Executive all reasonable
      costs and expenses incurred by him in connection with a Proceeding within 15
      days after receipt by the Company of a written request from the Executive for
      such advance. The Company also agrees to maintain a directors’ and officers'
      liability insurance policy covering the Executive to the maximum extent the
      Company provides such coverage for any of its other executive officers.
      Following the Term, the Company shall continue to indemnify and maintain such
      insurance for the benefit of the Executive with respect to such services
      performed during the Term, to the same extent as the Company indemnifies or
      maintains such insurance for any of its officers, directors, employees or
      fiduciaries, as applicable. Notwithstanding
      any other provision of this Agreement to the contrary, no termination of
      Executives employment for any reason shall serve to deprive Executive of the
      benefits of this Section
      3(b).

     

    
      
        
        

      

      
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    4. Place
      of Performance.
      In
      connection with the Executive's employment by the Company, the Executive shall
      be based at the current principal executive offices of the Company in
      Lagrangeville, New York, or at any other location as designated by the Board
      of
      Directors of the Company that is within 60 miles of either (i)
      such
      executive offices or (ii)
      the
      Borough of Manhattan, in New York, New York, except for travel as reasonably
      required in connection with the performance of the Executive’s duties hereunder.


    


    5. Compensation
      and Related Matters.

    


    
      
        (a)
          Annual
          Compensation.

      

    

    


    (i) Base
      Salary.
      For
      services rendered by the Executive to the Company pursuant to this Agreement,
      the Company shall pay to the Executive an annual base salary (the Executive’s
      annual base salary as in effect from time to time hereunder is hereinafter
      referred to as the “Base
      Salary”)
      of
      $290,000, such salary to be paid in conformity with the Company's policies
      relating to salaried employees and executive officers generally. From time
      to
      time (but not less than annually), the Board or the compensation committee
      of
      the Board (the “Committee”)
      will
      review the Executive’s performance and will consider increasing the Base Salary
      based on such performance, the performance and financial condition of the
      Company and such other factors as the Board or the Committee, as the case may
      be, shall deem appropriate. Notwithstanding the foregoing, any decision to
      increase the Base Salary, and the amount thereof, if any, shall be in the sole
      and absolute discretion of the Board or the Committee, as the case may be;
      provided
      that any
      annual increase in Base Salary for the Executive awarded by the Board or
      the Committee shall not be less, on a percentage basis, than the
      higher of the increases, if any, for the corresponding year awarded by the
      Board
      or the Committee to either the Company's President or Chief Operating
      Officer (either, a “Key
      Officer”).
      In
      addition, the Executive shall be eligible for an increase whether or not an
      increase is awarded to the Key Officers. Once increased,
      the Base Salary shall not be reduced or diminished during the Term. 

    


    (ii) Annual
      Bonus.
      The
      Executive shall be eligible to participate in any annual incentive plan of
      the
      Company in effect from time to time, and shall be entitled to receive such
      amounts (each, a “Bonus”)
      as may
      be authorized, declared and paid by the Company pursuant to the terms of such
      plan. In the event the Company does not have a bonus or incentive plan in place
      at the time that a bonus is to be paid, the Board will make a good faith
      evaluation of the Executive’s contribution to the Company and will duly reward
      the Executive for the Company’s growth, profitability and other successes under
      his leadership, as determined by the Committee. 

     

    
      
        
        

      

      
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    (b) Stock
      Option. On
      the
      Effective Date, the Company shall grant the Executive a stock option (the
“Option”)
      to
      purchase an aggregate of five hundred thousand (500,000) shares (as adjusted
      for
      any recapitalization, stock split, stock dividend or similar event affecting
      the
      number of the Company’s outstanding shares of Common Stock (as defined below)
      generally, the “Option
      Shares”)
      of the
      Company’s common stock, par value $0.001 per share (“Common
      Stock”),
      at a
      price equal to the average closing price of such Common Stock on the American
      Stock Exchange for the 20 trading days immediately preceding (but not including)
      the Effective Date, subject to the vesting criteria and other limitations
      described in this Section
      5(b)
      and in
      the Stock Option Agreement attached hereto as Exhibit
      A.

    


    (i) Vesting
      Generally.
      Except
      as provided below in paragraphs (ii)
      or
(iii)
      of
      this
      Section 5(b),
      the
      Option will vest, and may be exercised by the Executive during the time that
      he
      shall be employed by the Company under this Agreement, with respect to
      1/36th
      of the
      Option Shares on the 1st
      day of
      each calendar month during the Term,
      beginning October 1, 2008.
      

    


    (ii) Vesting
      Ends Upon Termination for any Reason—No Change in Control.
      Except
      as provided in Section
      5(b)(iii)
      below,
      if the Executive's employment is terminated or the Executive resigns for any
      reason (or for no reason) including, without limitation (A)
      by
      reason of the Executive's death or Disability; (B)
      by the
      Company with or without Cause; or (C)
      voluntarily by the Executive with or without Good Reason, the Option:


    


    (1) may
      be
      exercised only with respect to that portion of the Option that has vested prior
      to such termination or resignation (subject to Section
      6(d)(C)(1)
      or (2));
      and


    


    (2) shall
      terminate, be null and void and may no longer be exercised with respect to
      the
      portion of the Option that has not vested as of and upon the effective date
      of
      such termination or resignation. 

    


    (iii) Vesting
      upon Termination following Change in Control.
      Following the closing of a transaction that constitutes a “Change in Control” of
      the Company (as defined in Section
      6(f)),
      so
      long as the Executive continues to be employed by the Company (or any successor
      company) under this Agreement, the Option shall continue to vest in accordance
      with its terms on a monthly basis as provided in paragraph
      (i)
      of this
Section
      5(b);
      provided:

    


    (A) If,
      following a Change in Control, (1)
      the
      Executive’s employment is terminated for Cause or by reason of his death or
      Disability; (2)
      the
      Executive voluntarily resigns (other than for Good Reason); or (3)
      this
      Agreement terminates as a result of the delivery by either Party to the other
      Party of a Non-Renewal Notice, the Option: 

    


    (x) may
      be
      exercised only with respect to that portion of the Option that has vested prior
      to such termination or resignation (subject to Section
      6(d)(C)(1) or (2));
      and


     

    
      
        
        

      

      
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    (y) shall
      terminate, be null and void and may no longer be exercised with respect to
      the
      portion of the Option that has not vested as of and upon the effective date
      of
      such termination or resignation.

     

    (B) If,
      following a Change in Control, (1)
      the
      Executive’s employment is terminated without Cause; or (2)
      the
      Executive resigns for Good Reason, the Option shall accelerate and may be
      exercised as to a portion, or all, of the Option Shares (subject to Section
      6(d)(C)(1)
      or (2)),
      as
      follows:

    


    (x) if
      such
      termination or resignation occurs during Year 1, the Option shall accelerate
      and
      may be exercised with respect to 50% of the Option Shares, and the portion
      of
      the Option that has not vested prior to such termination or resignation (after
      giving effect to such acceleration) shall terminate, be null and void and may
      no
      longer be exercised as of and upon the effective date of such termination or
      resignation;

    


    (y) if
      such
      termination or resignation occurs during Year 2, the Option shall accelerate
      and
      may be exercised with respect to 75% of the Option Shares, and the portion
      of
      the Option that has not vested prior to such termination or resignation (after
      giving effect to such acceleration) shall terminate, be null and void and may
      no
      longer be exercised as of and upon the effective date of such termination or
      resignation; and

    


    (z) if
      such
      termination or resignation occurs during Year 3, the Option shall accelerate
      and
      may be exercised with respect to 100% of the Option Shares.

    


    (c) Automobile
      and Medical Allowance.
      During
      the Term, the Executive shall be entitled to receive an annual, non-accountable
      expense allowance and payment of $25,000 in respect of (i)
      all
health
      insurance (covering hospitalization, prescription drugs and doctor’s
      visits) for
      him
      and his family and (ii)
      an
      automobile of his choosing. Such expense allowance shall be in lieu of any
      health
      insurance (including, without limitation, any coverage for any hospitalization,
      prescription drugs and doctor’s visits) from
      the
      Company in respect of (A)
      health
      benefits for the Executive or any member of his family or (B)
      an
      automobile during the Term or at any time or for any period following the
      termination of this Agreement for any reason, whether or not otherwise required
      under any law, regulation, Company policy or otherwise, the rights to all of
      which the Executive hereby knowingly and voluntarily waives in all respects.
      Such
      $25,000 annual payment shall be made in a lump sum on the Effective Date and
      on
      each anniversary of the Effective Date during the Term.

    


    (d) Other
      Benefits.
      During
      the Term, the Executive shall be entitled to participate in all other employee
      benefit plans, programs and arrangements of the Company, as now or hereinafter
      in effect, that are applicable to the Company's employees generally or to any
      of
      its executive officers, as the case may be, subject to and on a basis consistent
      with the terms, conditions and overall administration of such plans, programs
      and arrangements, and subject to Section
      5(c)
      hereof.
      During the Term, the Company shall provide to the Executive all of the fringe
      benefits and perquisites that are available to the Company's employees generally
      or to any of its executive officers, as the case may be, subject to and on
      a
      basis consistent with the terms, conditions and overall administration of such
      benefits and perquisites, except as otherwise provided in this Agreement.


     

    
      
        
        

      

      
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    (e) Vacations
      and Other Leaves.
      During
      the Term, the Executive shall be entitled to paid vacation of four weeks
      annually and other paid absence for holidays in which banks in New York are
      closed, in accordance with policies applicable generally to executive officers
      of the Company; provided
      that the
      Executive shall use his best efforts to ensure that the timing and duration
      of
      vacations do not materially interfere with the normal functioning of the
      Company’s business activities or the performance of the Executive’s duties
      hereunder. The Executive shall be entitled to cash compensation (based on his
      prevailing Base Salary) for up to two weeks of any vacation time unused by
      Executive in each 12-month period within the Term.

    


    (f) Expenses.
      During
      the Term, the Executive shall be entitled to receive prompt reimbursement for
      all reasonable expenses incurred by the Executive in performing services
      hereunder, including all expenses of travel and accommodations while away from
      home on business or at the request of and in the service of the Company;
provided
      that
      such expenses are incurred and accounted for in accordance with the policies
      and
      procedures in existence on the Effective Date or hereafter established by the
      Company from time to time.

    


    (g) Other
      Services.
      The
      Company shall furnish the Executive with office space, secretarial assistance
      and such other facilities and services as shall be suitable to the Executive's
      position and adequate for the performance of his duties hereunder.

    


    
      	 	
              6.

            	
              Termination.

            


    

    


    (a) Termination
      Events.
      The
      Executive's employment hereunder may be terminated during Year 1 as described
      in
Section
      2
      and
      otherwise without breach of this Agreement in accordance with only under the
      following circumstances:

    


    (i) Death.
      The
      Executive's employment hereunder shall terminate upon his death.

    


    (ii) Cause.
      The
      Company may terminate the Executive's employment hereunder for "Cause." For
      purposes of this Agreement, “Cause”
shall
      mean the Executive’s:

    


    (A) failure
      to timely cure any material violation of any of the terms and conditions of
      this
      Agreement or any written agreement the Executive may from time to time have
      with
      the Company following written notice thereof (as specified below);

    


    (B) failure
      to timely cure any material failure to perform his assigned duties and
      responsibilities for any reason other than as a result of his Disability (as
      defined in Section
      6(a)(iii))
      following written notice thereof (as specified below);

     

    
      
        
        

      

      
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    (C) conviction
      of or plea of guilty or no contest to a (1)
      criminal misdemeanor that either (x)
      involves dishonesty or theft or (y)
      results
      in the Executive receiving a sentence of imprisonment or confinement of six
      months or more or (2)
      felony;


    


    (D) conviction
      of or plea of guilty or no contest to a crime involving moral turpitude;
      or

    


    (E) failure
      to timely cure any unsatisfactory performance of his duties or responsibilities
      hereunder as a consequence of alcohol or drug abuse by the Executive following
      written notice thereof (as specified below).

    


    (iii) A
      termination for Cause pursuant to clauses (A),
      (B),
      or
      (E)
      of this
Section
      6(a)(ii)
      shall
      not take effect unless the following provisions of this paragraph are complied
      with. The Executive shall be given written notice by the Board of its intention
      to terminate him for Cause. Such notice shall (A)
      state
      in detail the particular act or acts or failure or failures to act that
      constitute the grounds on which the proposed termination for Cause is based
      and
      (B)
      be
      given within three months of the Board learning of such act or acts or failure
      or failures to act. The Executive shall have 30 days after the date that such
      written notice has been received by the Executive to cure such conduct. Upon
      receipt of such written notice, the Executive shall be entitled to a hearing
      before the Board. Such hearing shall be held within 15 days of such notice
      to
      the Executive, provided he requests such hearing within ten days of the written
      notice from the Board of the intention to terminate him for Cause. If, within
      five days following such hearing, the Board provides the Executive with written
      notice confirming that, in its judgment, grounds exist for termination for
      Cause
      on the basis of the original notice, the employment of the Executive shall
      terminate for Cause; provided
      that the
      Executive shall not thereafter be precluded from challenging the Company’s
      determination to terminate the Executive for Cause. Nothing
      herein shall be deemed to allow the Date of Termination (as hereinafter defined)
      for
      Cause
      pursuant to clauses (A),
      (B),
      or
      (E)
      of this
Section
      6(a)(ii) to
      occur
      prior to the expiration of the 30 day cure period provided for
      above.

    


    (iv) Disability.
      The
      Company may terminate the Executive's employment hereunder for “Disability.” For
      purposes of this Agreement, “Disability”
shall
      mean the Executive’s material inability, by reason of illness or other physical
      or mental disability, to perform the principal duties required by the position
      held by the Executive at the inception of such illness or disability, for any
      consecutive 180-day period. A determination of Disability shall be subject
      to
      the certification of a qualified medical doctor agreed to by the Company and
      the
      Executive or, if the Executive is unable to designate a doctor as a consequence
      of his condition, by the Executive’s legal representative. If the Company and
      the Executive cannot agree on the designation of a doctor, then each Party
      shall
      nominate a qualified medical doctor and the two doctors shall select a third
      doctor, and the third doctor shall make the determination as to Disability.
      

     

    
      
        
        

      

      
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    (iv) Termination
      by the Executive.
      The
      Executive may terminate his employment hereunder (A)
      for
      Good Reason or (B)
      by
      voluntarily resigning without Good Reason. For the purpose of this Agreement,
      “Good
      Reason”
shall
      mean (A)
      any
      material diminution in the Executive’s title, position, responsibilities,
      authority or duties described in Section
      3(a)
      hereof;
      (B)
      any
      breach of the provisions of Section
      4
      hereof
      with respect to the place of performance of the Executive’s services hereunder;
      or, (C)
      any
      breach by the Company of the provisions of Section
      3(b)
      or
Section
      5
      hereof
      with respect to compensation and related matters. A termination by the Executive
      for Good Reason pursuant to clauses (A),
      (B)
      or
      (C)
      of this
Section
      6(a)(iv)
      shall
      not take effect unless the following provisions of this paragraph are complied
      with. The Company shall be given written notice by the Executive of his
      intention to terminate this Agreement for Good Reason. Such notice shall
      (1)
      state
      in detail the particular act or acts or failure or failures to act that
      constitute the grounds on which the proposed termination for Good Reason is
      based and (2)
      be
      given within 30 days of the Executive learning of such act or acts or failure
      or
      failures to act. The Company shall have 30 days after the date that such written
      notice has been received by the Company to cure such conduct. Upon receipt
      of
      such written notice, the Board shall be entitled to request a meeting with
      the
      Executive to discuss the Executive’s request to terminate this Agreement for
      Good Reason. Such hearing shall be held within 15 days of such notice to the
      Executive, provided the Board requests such hearing within ten days of the
      written notice from the Executive of his intention to terminate this Agreement
      for Good Reason. If, within five days following such hearing, the Executive
      provides the Board with written notice confirming that, in his judgment, grounds
      exist for termination for Good Reason on the basis of the original notice,
      the
      employment of the Executive shall terminate for Good Reason; provided
      that the
      Company shall not thereafter be precluded from challenging the Executive’s
      determination to terminate this Agreement for Good Reason. 

    


    (b) Notice
      of Termination.
      Any
      termination of the Executive's employment by the Company or by the Executive
      (other than termination under Section
      6(a)(i))
      shall
      be communicated by written Notice of Termination to the other Party in
      accordance with Section
      11
      hereof.
      For purposes of this Agreement, a “Notice
      of Termination”
shall
      mean a written notice that shall indicate the specific termination provision
      in
      this Agreement relied upon and, in the case of a termination by the Company
      for
      Cause or by the Executive for Good Reason, shall set forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of the
      Executive's employment under the provision so indicated. 

    


    (c) Date
      of Termination.
      “Date
      of Termination”
shall
      mean (i)
      if the
      Executive's employment is terminated by his death, the date of his death;
      (ii)
      if the
      applicable Term expires because either Party has provided the other Party a
      Non-Renewal Notice in accordance with Section
      2
      hereof,
      the expiration of the prevailing Term; or (iii)
      if the
      Executive's employment is terminated or the Executive resigns for any other
      reason (or for no reason), the date specified in the Notice of Termination,
      subject to compliance with the terms and conditions of this
      Agreement.

    


    
      
        
        

      

      
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    (d) Termination
      Upon Death; Disability; for Cause; Voluntary Termination (other than for Good
      Reason); Failure to Extend Term.
      If the
      Executive's employment is terminated or this Agreement terminates (i)
      by
      reason of the Executive's death or Disability; (ii)
      by the
      Company for Cause; (iii)
      voluntarily by the Executive (other than for Good Reason); or (iv)
      by
      either Party as a result of the delivery by such Party to the other Party of
      a
      Non-Renewal Notice: 

    


    (A)
      the
      Company shall, as soon as practicable, but no later than 30 days following
      the
      Date of Termination, pay the Executive (or the Executive's beneficiary, as
      the
      case may be) all unpaid amounts, if any, to which the Executive is entitled
      through the Date of Termination under Sections
      5(a)(i),
      5(c)
      and
5(e)
      (to the
      extent earned but not paid or taken, and reduced or offset to reflect any
      advance payment relating to any period following the Date of Termination) and
      shall reimburse the Executive for expenses incurred by the Executive but not
      reimbursed prior to the Date of Termination, subject to and in accordance with
      Section
      5(f)
      hereof
      (the amounts described in this paragraph (A) are collectively referred to herein
      as the “Accrued
      Obligations”);
      

    


    (B)
      the
      Executive's entitlements in respect of the Option shall be as provided for
      in
Section
      5(b)(ii)
      or
Section
      5(b)(iii),
      as
      applicable; and 

    


    (C)
      the
      Executive's entitlements in respect of any other options, share units and any
      other long-term incentive awards that may have been granted to the Executive
      pursuant to Section
      5(d)
      that are
      outstanding as of the Date of Termination shall be as provided for in the
      respective agreements setting forth the terms and conditions of each award,
      if
      any, it being specifically understood that, except as provided in Section
      6(d)(B)
      with
      respect to the Option, any unvested options, share units and any other awards
      shall, upon termination of the Executive’s employment pursuant to this
Section
      6(d),
      be
      forfeited as of the Date of Termination; provided
      that any
      stock options or other rights to acquire capital stock of the Company that
      have
      vested and may be exercised by the Executive (or his estate) as of the Date
      of
      Termination must be exercised, if at all, (1)
      within
      180 days following the Date of Termination in connection with a termination
      upon
      the Executive’s death or Disability and (2)
      within
      60 days following the Date of Termination in the event that the Executive has
      been terminated or for Cause or has voluntarily terminated this Agreement by
      resigning (other than for Good Reason) or this Agreement has terminated upon
      the
      expiration of the Term because either Party has provided the other Party with
      a
      Non-Renewal Notice, after which time, such options and rights shall expire
      and
      terminate. Upon satisfaction of the Company’s obligations under paragraphs
      (A),
      (B)
      and
(C)
      of this
Section
      6(d),
      the
      Company shall have no further obligations to the Executive under this Agreement
      or otherwise, except for the Company’s continuing obligations under Section
      3(b)
      hereof
      and the indemnification and advancement of expenses provisions of the Company’s
      Certificate of Incorporation and By-laws.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e) Termination
      by the Company (other than for Cause, Disability or Death) or by the Executive
      for Good Reason—No Change in Control.
      If the
      Executive's employment is terminated or this Agreement terminates (i)
      by the
      Company (other than for Cause or upon the Executive’s Disability or death) or
      (ii)
      by the
      Executive for Good Reason, then, subject to compliance with the provisions
      of
Sections
      7
      and
8
      hereof
      and except as otherwise provided in Section
      6(f)
      hereof,
      within 20 days following the Date of Termination:

    


    (A) the
      Company shall pay to the Executive or otherwise cause to be satisfied the
      Accrued Obligations; 

    


    (B) (i) If
      such
      termination occurs during Year 1, Company shall pay the Executive a lump sum
      amount equal to the lesser of (1)
      the
      balance of his Base Salary for the remainder of Year 1 and (2)
      three
      months’ Base Salary;

    


    (ii) If
      such
      termination occurs during Year 2, Company shall pay the Executive a lump sum
      amount equal to six months’ Base Salary; or

    


    (ii) If
      such
      termination occurs during Year 3 or thereafter, Company shall pay the Executive
      a lump sum amount equal to one year of Base Salary; 

    


    (iii) the
      Company shall reimburse the Executive for expenses incurred by the Executive
      but
      not reimbursed prior to the Date of Termination, subject to and in accordance
      with Section
      5(f)
      hereof;


    


    (iv) the
      Executive's entitlements in respect of the Option shall be as provided for
      in
Section
      5(b)(ii)
      or
Section
      5(b)(iii),
      as
      applicable; and

    


    (v) the
      Executive's entitlements in respect of any other options, share units and any
      other long-term incentive awards that may have been granted to the Executive
      pursuant to Section
      5(d)
      that are
      outstanding as of the Date of Termination shall be as provided for in the
      respective agreements setting forth the terms and conditions of each award,
      if
      any, it being specifically understood that, except as provided in Section
      6(d)(B)
      with
      respect to the Option, any unvested options, share units and any other awards
      shall, upon termination of the Executive’s employment pursuant to this
Section
      6(e),
      be
      forfeited as of the Date of Termination; provided
      that any
      stock options or other rights to acquire capital stock of the Company that
      have
      vested and may be exercised by the Executive (or his estate) as of the Date
      of
      Termination must be exercised, if at all, within 180 days following the Date
      of
      Termination in connection with a termination of the Executive’s employment
      pursuant to this Section
      6(e),
      after
      which time, such options and rights shall expire and terminate.

    


    Upon
      satisfaction of the Company’s obligations under this Section
      6(e),
      the
      Company shall have no further obligations to the Executive under this Agreement
      or otherwise, except as may be provided below in Section
      6(f)
      in
      connection with the termination of the Executive’s employment following a Change
      in Control, if and to the extent applicable, except for the Company’s continuing
      obligations under Section
      3(b)
      hereof
      and the indemnification and advancement of expenses provisions of the Company’s
      Certificate of Incorporation and By-laws.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f) Termination
      of Employment Following a Change in Control.
      

    


    (i) Termination
      Upon Death; Disability; for Cause; Voluntary Termination (other than for Good
      Reason); Failure to Extend Term.
      If the
      Executive's employment is terminated or this Agreement terminates (A)
      by
      reason of the Executive's death or Disability; (B)
      by the
      Company for Cause; (C)
      voluntarily by the Executive (other than for Good Reason); or (D)
      by
      either Party as a result of the delivery by such Party to the other Party of
      a
      Non-Renewal Notice, the Executive shall be entitled to the payments, rights
      and
      benefits provided in and in accordance with Section
      6(d).

    


    (ii) Termination
      of Employment by the Company (other than for Cause, Disability or Death) or
      by
      the Executive for Good Reason.
      If,
      following a Change in Control, (A)
      the
      Company (or any successor to the Company by virtue of such Change in Control,
      as
      the case may be) shall terminate the Executive's employment (other than for
      Cause, or upon the Executive’s Disability or death) or (B)
      the
      Executive shall terminate his employment for Good Reason, the Executive shall
      be
      entitled to the payments, rights and benefits provided in and in accordance
      with
Section
      6(e).
      

    


    For
      the
      purpose of this Agreement, a “Change
      in Control”
shall
      mean the occurrence of any of the following events:

    


    (1) any
      “person”
or
      “group,”
(as
      such terms are defined and applied in Section 13(d) of the Securities Exchange
      Act of 1934 (the “1934
      Act”))
      that
      is not the beneficial owner (within the meaning of Rule 13d-3 promulgated under
      the 1934 Act), directly or indirectly, of more than ten percent (10%) of the
      Company’s issued and outstanding voting securities as of the Effective Date is
      or becomes (directly or indirectly) the “beneficial owner” (within the meaning
      of Rule 13d-3 promulgated under the 1934 Act), of the voting securities of
      the
      Company representing more than 50% of the total issued and outstanding voting
      securities of the Company; or

    


    (2) a
      majority of the Board consists of individuals other than “Incumbent Directors,”
which term means the members of the Board on the Effective Date; provided
      that any
      individual becoming a director subsequent to such date whose election or
      nomination for election was supported by two-thirds of the directors who then
      comprised the Incumbent Directors shall be considered to be an Incumbent
      Director; or

    


    (3) the
      Board
      adopts any plan of liquidation providing for the distribution of all or
      substantially all of the Company’s assets or business, other than in connection
      with a bankruptcy, insolvency or similar event involving the Company;
      or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (4) all
      or
      substantially all of the assets or business of the Company is disposed of
      pursuant to a merger, consolidation or other transaction (unless the
      stockholders of the Company immediately prior to such merger, consolidation
      or
      other transaction beneficially own, directly or indirectly, in substantially
      the
      same proportion as they owned the voting securities of the Company, all of
      the
      voting securities or other ownership interests of the entity or entities, if
      any, that succeed to the business of the Company); or

    


    (5) the
      Company combines with another company and is the surviving corporation but,
      immediately after the combination, the holders of voting securities of the
      Company immediately prior to the combination hold, directly or indirectly,
      50%
      or less of the voting securities (measured by number of votes entitled to be
      cast) of the combined company (there being excluded from the number of shares
      held by such stockholders, but not from the voting securities of the combined
      company, any shares received by affiliates of such other company in exchange
      for
      stock of such other company).

     

    (g) Nature
      of Payment.
      Any
      amounts due under this Section
      6
      are in
      the nature of severance payments considered to be reasonable by the Company
      and
      are not in the nature of a penalty.

    


    7. Company
      Policies.
      

    


    (a) The
      Executive shall strictly follow and adhere to all written policies of the
      Company (“Company
      Policies”)
      that
      are not inconsistent with this Agreement or applicable law including, without
      limitation, securities laws compliance (including, without limitation, use
      or
      disclosure of material nonpublic information, restrictions on sales of Company
      stock, and reporting requirements), conflicts of interest (including, without
      limitation, doing business with the Company or its affiliates without the prior
      approval of the Board), and employee harassment.

    


    (b) Whenever
      any rights under this Agreement depend on the terms of a Company Policy, plan
      or
      program established or maintained by the Company, any determination of these
      rights shall be made on the basis of the policy, plan or program in effect
      at
      the time as of which the determination is made. No reference in this Agreement
      to any policy, plan or program established or maintained by the Company shall
      preclude the Company from prospectively changing or amending or terminating
      that
      policy, plan or program or adopting a new policy, plan or program in lieu of
      the
      then-existing policy, plan or program. Notwithstanding
      any provision of this Section
      7(b)
      to the
      contrary, in the event of an inconsistency between the terms of this Agreement
      and the contents of any such Company Policy, plan or program, the terms of
      this
      Agreement shall control the relationship between the parties
      hereto.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    8. Confidentiality.
      The
      Executive will not at any time (whether during or after Executive’s employment
      with the Company) disclose (other than as may be required by law or order of
      a
      court or governmental body) or use for Executive’s own benefit or purposes, or
      for the benefit or purpose of any other person, firm, partnership, joint
      venture, association, corporation or other business organization, entity or
      enterprise, any trade secrets or non-public information, data, or other
      confidential information relating to customers, employees, job applicants,
      services, development programs, prices, costs, marketing, trading, investment,
      sales activities, promotion, processes, systems, credit and financial data,
      financing methods, plans, proprietary computer software, request for proposal
      documents, or the business and affairs of the Company generally, or of any
      affiliate of the Company; provided, however, that the foregoing shall not apply
      to information which is generally known to the industry or the public other
      than
      as a result of the Executive’s breach of this covenant or that was known to the
      Executive prior to the Effective Date. The Executive agrees that upon
      termination of his employment with the Company for any reason, he will return
      to
      the Company immediately all memoranda, books, papers, plans, information,
      letters and other data, and all copies thereof or therefrom (whether in written,
      printed or electronic form), in any way relating to the business of the Company
      and its affiliates. The Executive acknowledges and agrees that the Company’s
      remedies at law for a breach or threatened breach of any of the provisions
      of
      this Section
      8
      would be
      inadequate and, in recognition of this fact, the Executive agrees that, in
      the
      event of such a breach or threatened breach, in addition to any remedies at
      law,
      the Company, without posting any bond, shall be entitled to obtain equitable
      relief in the form of specific performance, a temporary restraining order,
      a
      temporary or permanent injunction or any other equitable remedy which may then
      be available.

    


    9. Exclusive
      Services; Covenant Not to Compete during Term.
      The
      Executive shall devote all of his working time and efforts to the business
      and
      affairs of the Company and shall not engage in activities that interfere with
      such performance; provided
      that
      this Agreement shall not be interpreted to prohibit the Executive from managing
      his personal investments and affairs, engaging in charitable activities or
      serving on the board of directors of any other corporation or other entity
      so
      long as such activities do not interfere with the performance of his duties
      hereunder, subject to compliance with the Company Policies referred to in
Section
      7.
      Further, the Executive agrees, in consideration of the payments, rights and
      benefits provided or to be provided to the Executive hereunder, that at any
      time
      during the Executive’s employment with the Company the Executive shall not, in
      any location, engage in any business, whether as an employee, consultant,
      partner, principal, agent, representative or stockholder (other than as a
      beneficial owner of less than one percent (1%) of the outstanding equity
      interests of such business) or in any other corporate or representative capacity
      with any other business, whether in corporate, proprietorship, partnership
      form
      or otherwise, where such business is engaged in any activity which competes
      with
      the business of the Company as conducted on the Effective Date or at any other
      time during the Term.

    


    10. Successors;
      Binding Agreement.

    


    (a) Neither
      this Agreement nor any rights hereunder may be assigned or otherwise
      hypothecated by the Executive (except by will or by operation of the laws of
      intestate succession or except as expressly provided in this Agreement or in
      any
      plan or agreement that is the subject matter hereof) or by the Company, except
      that the Company will require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Company, by agreement in form and substance
      reasonably satisfactory to the Executive, to expressly assume and agree to
      perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform it if no such succession had taken place.
      As used in this Agreement, “Company”
shall
      mean the Company as defined above and any successor to its business and/or
      assets as aforesaid that executes and delivers the agreement provided for in
      this Section
      10
      or that
      otherwise becomes bound by the terms and provisions of this Agreement by
      operation of law.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees. If the Executive should die while any amounts would still be payable
      to him hereunder if he had continued to live, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Agreement
      to
      the Executive's devisee, legatee, or other designee or, if there be no such
      designee, to the Executive's estate.

    


    11. Notices.
      For
      the
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and, except with respect
      to
      notices, demands and all other communications mailed by United States certified
      or registered mail which shall be deemed given three business days after being
      mailed, shall be deemed to have been duly given when delivered personally,
      dispatched by private courier such as Federal Express or United Parcel Service,
      or (unless otherwise specified) mailed by United States certified or registered
      mail, return receipt requested, postage prepaid, addressed as follows:


    


    


    If
      to the Company:

    


    Command
      Security Corporation

    Lexington
      Park

    Route
      55

    Lagrangeville,
      N.Y. 12540

    Attn:
      Chairman, Board of Directors

    


    with
      a copy to:

    


    Dewey
      & LeBoeuf LLP

    1301
      Avenue of the Americas

    New
      York,
      NY 10019

    Attn:
      Andrew Hulsh, Esq.

    ahulsh@dl.com

    


    If
      to the Executive:

    


    Edward
      S.
      Fleury

    3
      Hickory
      Drive

    Morris
      Plains, NJ 07950

    esfleury@optonline.net

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    with
      a copy to:

    


    Withers
      Bergman LLP

    430
      Park
      Avenue

    New
      York,
      NY 10022

    Attn:
      Alan S. Jacobs, Esq.

    alan.jacobs@withers.us.com

    


    or
      to
      such other address as any Party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    12. Miscellaneous.
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the
      Executive and a duly authorized officer of the Company. No waiver by either
      Party at any time of any breach by the other Party of, or compliance with,
      any
      condition or provision of this Agreement to be performed by such other Party
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time. No agreements or representations,
      oral or otherwise, express or implied, with respect to the subject matter hereof
      have been made by either Party that are not set forth expressly in this
      Agreement. The validity, interpretation, construction and performance of this
      Agreement shall be governed by the laws of the State of New York without regard
      to its conflicts of law principles. All payments hereunder shall be subject
      to
      applicable federal, State and local tax withholding requirements.

    


    13. Company's
      and Executive's Representations and Warranties.
      

    


    (a) The
      Company represents and warrants that it is fully authorized and empowered to
      enter into this Agreement and that the performance of its obligations under
      this
      Agreement will not violate any agreement between it and any other person, firm
      or organization.

    


    (b) The
      Executive represents and warrants that he has the legal right to enter into
      this
      Agreement and perform all of the material obligations on his part to be
      performed hereunder in accordance with its terms and that he is not a party
      to
      any agreement or understanding, written or oral, that prevents him from entering
      into this Agreement or performing his material obligations under this Agreement.
      Notwithstanding any other provision of this Agreement, in the event of a breach
      of any representation or warranty on the Executive's part, the Company shall
      have the right to terminate this Agreement forthwith, but in no event before
      complying with the notice provisions set forth herein, and the Company shall
      have no further obligations to the Executive except as otherwise provided in
      this Agreement.

    


    14. Validity.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and effect. 

    


    15. Counterparts.
      This
      Agreement may be executed counterparts, each of which shall be deemed to be
      an
      original but both of which together will constitute one and the same instrument.
      

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    16. Arbitration.
      Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration, conducted before one arbitrator to be
      mutually agreed upon by the parties hereto. In the event the parties are unable
      to agree upon an arbitrator, the Company and the Executive shall each appoint
      an
      arbitrator, and these two arbitrators shall select a third, who shall be the
      arbitrator. Arbitration shall be held in New York, New York, in the Borough
      of
      Manhattan, in accordance with the rules of the American Arbitration Association
      then in effect. Judgment may be entered on the arbitrator's award in any court
      having jurisdiction; provided however, that the Company shall be entitled to
      seek a restraining order or injunction in any court of competent jurisdiction
      to
      prevent any continuation of any violation of the provisions of Section
      8
      or
9
      of this
      Agreement and the Executive hereby consents that such restraining order or
      injunction may be granted without the necessity of the Company's posting any
      bond, it being acknowledged and agreed that any breach or threatened breach
      of
      the provisions of Section
      8
      or
9
      will
      cause irreparable injury to the Company and that money damages will not provide
      an adequate remedy to the Company. Each Party shall bear its own costs and
      expenses (including, without limitation, legal fees) in connection with any
      arbitration proceeding instituted hereunder, except that the each Party agrees
      to pay the reasonable costs and attorney fees incurred by the other Party
      resulting from such other Party’s successful enforcement of the terms and
      provisions of this Agreement or resulting from such Party’s successful defense
      against any claims, actions, or proceedings made or initiated by the other
      Party
      hereunder. Furthermore, each Party shall bear its own costs and expenses
      (including, without limitation, legal fees) in connection with any efforts
      by
      the Company to seek a restraining order or injunction to prevent an alleged
      violation of the provisions of Section
      8
      or
9
      of the
      Agreement, except that the each Party agrees to pay the reasonable costs and
      attorney fees incurred by the other Party resulting from such other Party’s
      successful defense against any such proceedings initiated by the other Party
      hereunder. 

    


    17. Survival.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of the Executive's employment to the extent necessary to the
      intended preservation of such rights and obligations. 

    


    18. Expenses
      in connection with this Agreement.
      The
      Company shall pay all of the Executive’s reasonable legal fees and expenses in
      connection with the preparation, negotiation and execution of this Agreement
      in
      an amount not to exceed $5,000 (or $7,500 if reasonably required and requested
      by the Executive).

    


    19. Entire
      Agreement.
      This
      Agreement and the Option Agreement attached hereto as Exhibit A set forth the
      entire agreement of the Parties in respect of the subject matter contained
      herein and therein and all other prior agreements, promises, covenants,
      arrangements, communications, representations or warranties, whether oral or
      written, by any officer, employee or representative of any Party, and any prior
      agreement of the parties hereto in respect of the subject matter contained
      herein is hereby superseded by this Agreement and terminated and cancelled.
      To
      the extent that this Agreement and any other agreement between the Parties
      provide duplicative payments or benefits, this Agreement and any such other
      agreement shall be construed so as to prevent such duplication. 

    


    [Signatures
      on following page]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement as of the Effective Date.

    

      
        	 	
                COMMAND
                  SECURITY CORPORATION 

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Barry I.Regenstein

              	 
	 	
                Name:
                  Barry I. Regenstein

              
	 	
                Title:
                  President and Chief Financial Officer

              
	 	 
	 	 
	 	
                EXECUTIVE

              
	 	 
	 	 
	 	
                /s/
                  Edward S. Fleury 

              	
              
	 	
                Edward
                  S. Fleury

              


      

    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    STOCK
      OPTION

    


    THIS
      OPTION (THE “OPTION”)
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS. THIS OPTION MAY NOT BE OFFERED, SOLD,
      ASSIGNED, TRANSFERRED OR HYPOTHECATED, EXCEPT IN COMPLIANCE WITH THE ACT, THE
      RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE
      LAWS.

    


    MANY
      OF THE TERMS AND CONDITIONS OF THIS OPTION ARE GOVERNED BY, AND SET FORTH IN,
      THAT CERTAIN EMPLOYMENT AGREEMENT DATED SEPTEMBER 29, 2007 (THE
“EMPLOYMENT
      AGREEMENT”)
      BETWEEN THE COMPANY AND THE REGISTERED HOLDER, WHICH TERMS AND CONDITIONS ARE
      INTENDED TO SUPPLEMENT THIS OPTION AS IF THEY WERE SET FORTH HEREIN. IN THE
      EVENT OF A CONFLICT BETWEEN THE TERMS OR CONDITIONS SET FORTH IN THIS AGREEMENT
      AND THOSE SET FORTH IN THE EMPLOYMENT AGREEMENT, THE TERMS AND PROVISIONS SET
      FORTH IN THE EMPLOYMENT AGREEMENT SHALL BE DETERMINATIVE AND CONTROL THE OUTCOME
      OF SUCH CONFLICT.

     

    
      	
               

            	
              Registered
                Holder:

            	
              EDWARD
                S. FLEURY

            
	
               

            	
               

            	
               

            
	
               

            	
              Certificate
                Number:

            	
              A-9

            
	
               

            	
               

            	
               

            
	
               

            	
              Date
                of Issuance:

            	
              SEPTEMBER
                29, 2008

            


    

    
       

      COMMAND
        SECURITY CORPORATION

       

      COMMON
        STOCK OPTION

       

    

    This
      certifies that the Registered Holder is entitled to purchase from Command
      Security Corporation, a New York corporation (the “Company”),
      subject to the occurrence of certain specified time vesting criteria, at any
      time commencing from the Date of Issuance set forth above and ending at 11:59
      p.m., New York City time, on the tenth (10th)
      anniversary date of the Date of Issuance, at the purchase price per share (the
      “Exercise
      Price”)
      of
      THREE DOLLARS AND THIRTY-SIXTY AND EIGHT-TENTHS CENTS ($3.368),
      an aggregate of five hundred thousand (500,000) shares (the “Option
      Shares”)
      of
      Common Stock, $.0001 par value, of the Company; provided
      that
      this Option shall be exercisable only with respect to “Vested
      Options”
as
      set
      forth in the schedule contained in Section
      1
      of this
      Option and in the Employment Agreement. The number of Option Shares purchasable
      upon exercise of this Option and the Exercise Price shall be subject to
      adjustment from time to time as set forth herein and in the Employment
      Agreement.

    


    This
      Option may be exercised in whole or in part by presentation of this Option
      with
      the Exercise Agreement, a form of which is attached hereto as Exhibit
      I
      (the
“Exercise
      Agreement”),
      duly
      executed and simultaneous payment of the Exercise Price (subject to any
      adjustment) at the principal office of the Company. Payment of such price shall
      be made at the option of the Registered Holder hereof in cash or by certified
      check or bank cashier's check.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    This
      Option is subject to the terms and conditions of the Company's 2005 Stock
      Incentive Plan
      (the
“Plan”),
      the
      terms of which are hereby incorporated herein by reference. Terms used herein
      and not otherwise defined shall have the meanings as set forth in the Plan.
      In
      the event of any conflict between the terms of this Option and those contained
      in the Plan, the terms of the Plan shall be determinative and control the
      outcome of such conflict. 

    


    This
      Option is subject to the following additional provisions:

    


    Section
      1. Vesting
      Criteria.

    


    1.1. This
      Option, and the Option Shares that may be purchased hereunder, shall vest with
      respect to one-thirty-sixth (1/36th)
      of the
      aggregate number of Option Shares on the first day of each calendar month
      immediately following Date of Issuance, subject
      to
      modification as provided in the Employment Agreement. The portion of this Option
      that shall have so vested and become exercisable is referred to herein as the
      “Vested
      Option.”

    


    1.2. Notwithstanding
      the foregoing, upon a termination of the Registered Holder’s employment with the
      Company under certain circumstances (i)
      following a Change in Control of the Company (as such term is defined in the
      Employment Agreement), the further vesting of this Option may be modified and
      (ii)
      not
      following a Change in Control of the Company, the further vesting of this Option
      shall expire and become void and shall no longer be exercisable, in each case
      as
      set forth in the Employment Agreement. Further, upon a termination of the
      Registered Holder’s employment with the Company, the Vested Option may be
      required to be exercised, if at all, within the time periods set forth in the
      Employment Agreement.

    


    Section
      2. Adjustments.

    


    2.1. In
      the
      event that, after the date hereof, the outstanding shares of Common Stock shall
      be increased or decreased or changed into or exchanged for a different number
      or
      kind of shares of capital stock or other securities of the Company or of another
      corporation through reorganization, merger or consolidation, recapitalization,
      reclassification, stock split, split-up, combination or exchange of shares
      or
      declaration of any dividends payable in Common Stock, the number of shares
      and
      kind of shares of capital stock or other securities of the Company (and the
      option price per share) subject to the unexercised portion of the Option shall
      be proportionately adjusted to reflect such event (to the nearest possible
      full
      share), and such adjustment shall be effective and binding for all purposes
      of
      this Agreement.

    


    2.2
       If
      any
      capital reorganization or reclassification of the capital stock of the Company
      or any consolidation or merger of the Company with another entity, or the sale
      of all or substantially all its assets to another entity, shall be effected
      after the date hereof in such a way that holders of Stock shall be entitled
      to
      receive stock, securities or assets with respect to or in exchange for Common
      Stock, then the Company shall thereafter have the right to deliver, upon the
      exercise of the Option in accordance with the terms and conditions specified
      in
      this Agreement and in lieu of the shares of Common Stock immediately theretofore
      deliverable upon the exercise of the Option, such shares of stock, securities
      or
      assets (including, without limitation, cash) as may be issued or payable with
      respect to or in exchange for a number of outstanding shares of such Common
      Stock equal to the number of shares of such stock immediately theretofore so
      deliverable had such reorganization, reclassification, consolidation, merger
      or
      sale not taken place.

     

    
      
        
        

      

      
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    Section
      3. Exercise
      of Option.
      Upon any
      partial exercise of this Option, there shall be countersigned and issued to
      the
      Registered Holder hereof a new Option in respect of the Option Shares as to
      which this Option shall not have been exercised. This Option may be exchanged
      at
      the principal office of the Company by surrender of this Option properly
      endorsed either separately or in combination with one or more other Options
      for
      one or more new Options of the same aggregate number of Option Shares evidenced
      by the Option or Options exchanged. No fractional Option Shares will be issued
      upon the exercise of rights to purchase hereunder, but the Company shall pay
      the
      cash value of any fraction of an Option Share upon the exercise of this Option.
      

    


    Section
      4. No
      Voting Rights.
      This
      Option will not entitle the Registered Holder hereof to any voting rights or
      other rights as a stockholder of the Company.

    


    Section
      5. Section
      83(b) Election.
      If as a
      result of exercising all or any part of this Option, the Registered Holder
      receives Option Shares that are subject to a “substantial risk of forfeiture”
and are not “transferable” as those terms are defined for purposes of Section
      83(a) of the Internal Revenue Code, then such Registered Holder may elect under
      Section 83(b) of the Internal Revenue Code to include in the Registered Holder's
      gross income, for the Registered Holder's taxable year in which the Option
      Shares are transferred to the Registered Holder, the excess of the fair market
      value of such Option Shares at the time of transfer (determined without regard
      to any restriction other than one that by its terms will never lapse), over
      the
      amount paid for the Option Shares. If the Registered Holder makes the Section
      83(b) election described above, the Registered Holder shall (i)
      make
      such election in a manner that is satisfactory to the Committee, (ii)
      provide
      the Company with a copy of such election, (iii)
      agree
      to promptly notify the Company if any Internal Revenue Service or state tax
      agent, on audit or otherwise, questions the validity or correctness of such
      election or of the amount of income reportable on account of such election,
      and
      (iv)
      agree
      to such tax withholding as the Company may reasonably require in its sole and
      absolute discretion.

    


    Section
      6. No
      Right to Employment.
      This
      Option shall not confer upon the Registered Holder any right to
      employment.

    


    Section
      7. Compliance
      with the Act; Transferability.

    


    7.1. Compliance
      with the Act.
      The
      Registered Holder acknowledges that neither this Option nor the Option Shares
      issuable upon exercise of this Option have been registered under the Act or
      the
      securities laws of any state and agrees that this Option and all Option Shares
      purchased upon exercise hereof shall be disposed of only in accordance with
      the
      Securities Act of 1933, as amended (the “Act”),
      and
      the rules and regulations of the Securities and Exchange Commission promulgated
      thereunder and applicable state securities laws. Except as provided herein,
      the
      Registered Holder further agrees not to offer, sell, transfer or otherwise
      dispose of this Option or any of such Option Shares issuable upon exercise
      of
      this Option to any other person unless a registration statement covering the
      sale, transfer or other disposition shall then be effective under the Act and
      except in compliance with any applicable state securities laws, or there shall
      have been delivered to the Company an opinion of counsel reasonably acceptable
      to the Company to the effect that such offer, sale, transfer or other
      disposition may be effected without compliance with the registration and
      prospectus delivery requirements of the Act and any applicable state securities
      laws. Each certificate evidencing Option Shares purchased upon exercise of
      this
      Option shall bear a legend to the foregoing effect, and the Registered Holder
      and any other Person to whom a certificate for Option Shares is to be delivered
      shall be required, at or before receipt of such certificate, to execute and
      deliver to the Company a letter to the effect that it is acquiring the Option
      Shares evidenced by such certificate for its own account and not with a view
      to,
      or for resale in connection with, any distribution thereof.

     

    
      
        
        

      

      
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    7.2. Transferability
      of Options.
      This
      Option shall be transferable only on the books of the Company maintained at
      the
      principal office of the Company. The transferability of the Option is limited
      to
      the Registered Holder's estate or family trust for which the Registered Holder
      is a trustee and the sole beneficiary.

    


    Section
      8. Notice
      of Certain Events.

    


    8.
      1. Adjustment
      of Exercise Price.
      Immediately upon any adjustment of the Exercise Price, the Company will give
      written notice thereof to the Registered Holder.

    


    8.2. Dividend
      Distributions, etc.
      The
      Company will give written notice to the Registered Holder at least ten calendar
      days prior to the date on which the Company closes its books or takes a record
      (i)
      with
      respect to any dividend or distribution upon the Common Stock, and (ii)
      with
      respect to any pro
      rata
      subscription offer to holders of Common Stock (although the Company shall have
      no obligation to cause to occur any of the events set forth in the foregoing
      subparagraphs (i) or (ii)).

    


    8.3. Other
      Events.
      The
      Company will give written notice to the Registered Holder at least ten (10)
      calendar days prior to the date on which any dissolution, liquidation, capital
      reorganization, reclassification, consolidation or merger (in which the Company
      is not the surviving corporation) or sale of all or substantially all of the
      Company's assets will take place.

    


    Section
      9. Supplements
      and Amendments.
      The
      Board of Directors of Company may from time to time supplement or amend this
      Option in order to cure any ambiguity or to correct or supplement any provision
      contained herein which may be defective or inconsistent with the Company's
      policies or operations as in effect on the date hereof.

    


    Section
      10. Notices.
      Except
      as otherwise expressly provided herein, all notices referred to in this Option
      will be in writing and will be delivered personally, mailed by registered or
      certified first class mail, return receipt requested, postage prepaid or
      transmitted by telegram, telecopy or telex, and will be deemed to have been
      given when so delivered, mailed or transmitted to the Company or to the
      Registered Holder as set forth in the Employment Agreement.

    


    Section
      11. Other.
      The
      Registered Holder hereof may be treated by the Company and all other persons
      dealing with this Option as the absolute owner hereof for any purpose and as
      the
      person entitled to exercise the rights represented hereby, or to the transfer
      hereof on the books of the Company any notice to the contrary notwithstanding,
      and until such transfer on such books, the Company may treat the Registered
      Holder hereof as the owner for all purposes.

    


    Section
      12. Law
      Governing.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New York, without regard to any conflict of law rule or
      principle that would give effect to the laws of another
      jurisdiction.

    


    Section
      13. Interpretation.
      The
      Registered Holder accepts this Option subject to all the terms and provisions
      of
      the this Agreement, the Employment Agreement and the Plan, and the terms and
      conditions of the Employment Agreement and the Plan that relate to the Option
      are incorporated herein by reference as if set forth in full herein.


     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Option to be signed by its duly authorized officer
      and
      to be dated the Date of Issuance hereof. 

     

    
      	
               

            	
              COMMAND
                SECURITY CORPORATION

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
              Barry
                I. Regenstein

            
	
               

            	
              President
                and Chief Financial Officer

            


    

     

    AGREED
      TO

    AND
      ACCEPTED:

    


    OPTIONEE:

     

    
      

    

    Edward
      S.
      Fleury

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

     

    
      

    

     

    COMMON
      STOCK OPTION

     

    EXERCISE
      AGREEMENT

     

    
      	
              TO: 
                _____________________________

            	
              DATED:
                _______________

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Option
      (Certificate No. __________), hereby agrees to subscribe for the purchase of
      ________ Option Shares of the Common Stock covered by such Option and makes
      payment herewith in full therefor at the price per Option Share provided by
      such
      Option.

    
       

      	
               

            	
              By:________________________________
                

            
	
               

            	
               

            
	
               

            	
              Name:______________________________
                

            
	
               

            	
               

            
	
               

            	
              Address:____________________________
                

            
	
               

            	
               

            
	
               

            	
                   
                ________________________________ 


            


    

     

    Witness:________________________________ 

    


    Name:__________________________________ 

    


    Address:_______________________________ 

     

        ______________________________


    
      
        
        

      

      
        A-6