f10k_ex10-10.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.10

    Side letter to the agreement
made the 14th November 2007

    between Vicon Industries Ltd
and Christopher J Wall

    


    


    The
following salary and bonus arrangements for Christopher J Wall will apply for
the fiscal year ending 30 September 2010:

    


    
      	
              1.

            	
              Salary

            


    

    


    
      	
               
      

            	
              Your
      basic salary will remain at £103,000 per
annum.

            


    

    


    
      	
              2.

            	
              Bonus

            


    

    


    
      	
               
      

            	
              A
      profit-related bonus will be paid based upon the sales and the pre-tax
      profit of the consolidated results of Vicon Industries Ltd and Vicon
      Deutschland GmbH.  The calculation will be as
      follows:

            


    

    


    
      	
               
      

            	
              A
      bonus will be paid at the end of the financial year based on the audited
      consolidated sales and the pre-tax operating profit before this bonus.
      Pre-tax operating profits are defined as consolidated profit before tax
      but after adding back any R&D charges from Vicon Israel (under an
      R&D Services Agreement dated 1st
      October 2000 and as Amended on 1st
      October 2002) and Vicon US (under an R&D Agreement dated 1st
      October 2006).

            


    

    


    
      	
               
      

            	
              The
      profit-related bonus will be calculated based on the following
      formula:

            


    

    


    
      	
              Consolidated
      sales

            	
              %
      of pre-tax operating profit payment

            
	 
      	 
      
	
              Less
      than £12.5m

            	
              3.0%

            
	
              Between
      £12.5m and £13.25m

            	
              4.5%

            
	
              Between
      £13.25m and £14.0m

            	
              5.5%

            
	
              Above
      £14.0m

            	
              6.5%

            


    

    


    
      	
               
      

            	
              Any
      other adjustments to the pre-tax operating profit shall be agreed in
      writing prior to inclusion in the UK
accounts.

            


    

    


    
      	
               
      

            	
              Any
      further bonus payments for results exceeding those set out here will be at
      the discretion of the Board of
Directors.

            


    

    


    
      	
               
      

            	
              Agreed
      this 18th day of November 2009:

            


    

    


    


    /s/ Kenneth M.
Darby                                                                /s/ Christopher J.
Wall

    Kenneth M
Darby                                                                     
Christopher J Wall

    Vicon Industries Ltd