Exhibit 10.1 


EMPLOYMENT
AGREEMENT


                    AGREEMENT made as of the 1st day of June,
1997 between CONOLOG CORPORATION (“Company”), a Delaware corporation having an
office at 5 Columbia Road, Somerville, New Jersey 08876 and ROBERT S. BENOU
(“Executive”), residing at 


W I T N E S S E T H:


                    1. Employment.


                    1.01 Term. Company hereby employs
Executive, and Executive hereby accepts employment with Company with the duties
hereinafter set forth, for a period commencing on June 1, 1997 and ending May
31, 2002 subject, however, to earlier termination in accordance with the
provisions of this Agreement. This Agreement shall automatically renew on a
year-to-year basis unless terminated by either party hereto giving written notice
to the other at least 90 days prior to May 31, 2002 or any May 31 thereafter.


                    2. Duties. Executive shall be
President of Company and shall perform such duties as may from time to time be
assigned to him by Company’s Board of Directors. Executive agrees that, during
the term of this Agreement, he will devote his full time, skills and efforts to
the performance of his duties hereunder and to the furtherance of the interests
of the business of Company.


                    3. Compensation and Related Matters.


                    3.01 Fixed Salary. As compensation
for Executive’s services Company shall pay Executive a salary of $150,000 per
annum for the period June 1, 1997 through May 31, 1998, and an increase of
$20,000 per annum for each twelve month period thereafter (the “Fixed Salary”)
in equal monthly (or more frequent) installments less appropriate payroll
deductions as required by law. In addition to his Fixed Salary, Executive shall
receive, with respect to each full fiscal year during the term hereof,
commencing with the year ending July 31, 1998, an annual bonus (the “Profit
Bonus”) equal to six percent (6%) of the Company’s annual “Income Before Income
Tax Provision” as stated on the Company’s Annual Report on Form 10-K. The Profit
Bonus shall be payable within 120 days after the end of the Company’s fiscal
year.


                    3.02 Expenses. Company shall pay or
reimburse Executive for all reasonable travel (including automobile), hotel,
entertainment and other business expenses incurred in the performance of
Executive’s duties upon submission of appropriate vouchers and other supporting
data.





                    3.03 Automobile. Executive shall
retain exclusive use of the Company’s automobile now in his possession which
Company shall replace every three years. Company shall pay or reimburse
Executive for all insurance, gasoline, maintenance and repair and other
expenses incurred in use of the automobile upon submission of appropriate
invoices, vouchers, receipts and other supporting data.


                    3.4 Benefits. Executive shall be
entitled to (i) participate in all general pension, profit-sharing, life,
medical, disability and other insurance and executive benefit plans at any time
in effect for executives of Company, provided, however, that
nothing herein shall obligate Company to establish or maintain any executive
benefit plan, whether of the type referred to in this clause (i) or otherwise,
and (ii) Four (4) weeks vacation during each twelve-month period of employment
at mutually agreeable times.


                    4. Termination for Cause; Disability; Death; Change
of Control.


                    4.01 For Cause. Company shall have
the right to terminate the employment of Executive hereunder at any time for
cause upon written notice. For purposes of the preceding sentence “for cause”
shall mean and be limited to the occurrence of any of the following acts or
events by or relating to Executive: (i) any material breach of any obligations
of Executive under this Agreement which remains uncured for more than twenty
(20) days after written notice thereof by Company to Executive; (ii) habitual
insobriety of Executive while performing his duties hereunder; (iii) theft or
embezzlement from Company or any other material acts of dishonesty; (iv)
repeated insubordination respecting reasonable orders or directions of
Company’s Board of Directors, which remains uncured for more than twenty (20)
days after written notice thereof by Company to Executive; or (v) conviction of
a crime (other than traffic violations and minor misdemeanors). In the event of
termination for cause, Executive’s Fixed Salary and Profit Bonus shall
terminate as of the effective date of termination of employment after written
notice thereof.


                    4.02 Without Cause. In the event
that during the term hereof, Company discharges Executive without cause or in
the event Company discharges Executive on written notice under Section 4.01
within six months after a Change of Control (as that term is hereinafter
defined), Executive shall be entitled to receive a payment equal to 2.99 times
Executive’s average annual compensation paid by Company (including Profit
Bonus, if any) during the term of this Agreement (the “Severance Payment”). The
Severance Payment shall be immediately due and payable to Executive in one
payment.


                    4.03 Disability. If Executive, by
reason of illness, mental or physical incapacity (as determined by a physician)
or other disability, is unable to perform his regular duties


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hereunder for any consecutive period of 90 days or
more from its commencement or for non-consecutive periods aggregating 120 days
in any consecutive twelve-month period, then, in either such event, Company may
terminate this Agreement at any time thereafter upon ten days’ written notice
to Executive. Any payments to Executive under any disability insurance or plan
maintained by Company shall be applied against and shall reduce the amount of
the salary payable by Company under this Agreement.


                    4.04 Death. In the event of
Executive’s death, this Agreement shall terminate effective as of the date of
death.


                    4.05 Payment. Subject to the
provisions of Section 4.02 and 4.05, in the event of termination of this Agreement
under this Section 4, Executive’s Fixed Salary shall cease as of the date of
termination and his Profit Bonus shall be prorated by multiplying by a fraction
the numerator of which is equal to the number of days in the year prior to
termination and the denominator of which is 365.


                    4.06 Change of Control. If during
the term of this Agreement there shall occur a Change of Control, Executive
may, during the six month period following such Change of Control, voluntarily
terminate his employment and such termination shall, for purposes of all
payments and benefits to be provided to Executive under this Agreement, be
treated as a termination without cause. As used in this Agreement, a Change of
Control shall be deemed to have occurred on the first day on which a majority
of the Directors of the Company do not consist of individuals recommended by
Executive.


                    5. Confidential Information; Non-Competition.


                    5.01 Confidential Information.
Executive shall not, at any time during or following termination or expiration
of the term of this Agreement, directly or indirectly, disclose, publish or
divulge to any person (except in the regular course of Company’s business), or
appropriate, use or cause, permit or induce any person to appropriate or use,
any proprietary, secret or confidential information of Company including,
without limitation, knowledge or information relating to its trade secrets,
business methods, the names or requirements of its customers or clients or the
terms of any agreement between the Company and third parties, all of which
Executive agrees are and will be of great value to Company and shall at all
times be kept confidential. Upon termination or expiration of this Agreement,
Executive shall promptly deliver or return to Company all materials of a
proprietary, secret or confidential nature relating to Company together with
any other property of Company which may have theretofore been delivered to or
may then be in possession of Executive.


                    5.02 Non-Competition. During the
term of this Agreement and for a period of one year after the sooner of the
expiration date of this Agreement or the date when Executive


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ceases to be employed by Company, Executive shall not
either directly or indirectly, engage, hire, employ, or induce or encourage to
leave employment any employee of the Company. Anything contained herein to the
contrary notwithstanding, in the event Executive’s employment is terminated for
cause by Company pursuant to Section 4.01, or in the event Executive shall
terminate his employment in breach of this Agreement, Executive shall not,
within the boundary of the United States, without the prior written consent of
Company in each instance, directly or indirectly, in any manner or capacity,
whether for himself or any other person and whether as proprietor, principal,
owner, shareholder, partner, investor, director, officer, executive,
representative, distributor, consultant, independent contractor or otherwise, engage
or have any interest in any entity which at any time during such term or such
one year period is engaged in the business of providing products and services
similar to those provided by Company.


                    5.03 Reasonableness. Executive
agrees that each of the provisions of this Section 5 is reasonable and
necessary for the protection of Company; that each such provision is and is
intended to be divisible; that if any such provision (including any sentence,
clause or part) shall be held contrary to law or invalid or unenforceable in
any respect in any jurisdiction, or as to any one or more periods of time, areas or business activities, or
any part thereof, the remaining provisions shall not be affected but shall
remain in full force and effect as to the other and remaining parts; and that
any invalid or unenforceable provision shall be deemed, without further action
on the part of the parties hereto, modified, amended and limited to the extent
necessary to render the same valid and enforceable in such jurisdiction.
Executive further recognizes and agrees that any violation of any of his
agreements in this Section 5 would cause such damage or injury to Company as
would be irreparable and the exact amount of which would be impossible to
ascertain and that, for such reason, among others, Company shall be entitled,
as a matter of course, to injunctive relief from any court of competent
jurisdiction restraining any further violation. Such right to injunctive relief
shall be cumulative and in addition to, and not in limitation of, all other
rights and remedies which Company may possess.


                    5.04 Survival. The provisions of this
Section 5 shall survive the expiration or termination of this Agreement for any
reason.


                    6. Miscellaneous.


                    6.01 Notices. All notices under this
Agreement shall be in writing and shall be deemed to have been duly given if
personally delivered against receipt or if mailed by first class registered or
certified mail, return receipt requested, addressed to Company and to Executive
at their respective addresses set forth on the first page of this Agreement, or
to such other person or address as may be designated by like notice hereunder.


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Any such notice shall be deemed to have been given on
the day delivered, if personally delivered, or on the third day after the date
of mailing if mailed.


                    6.02 Parties in Interest. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective heirs, legal representatives,
successors and, in the case of Company, assigns, but no other person shall
acquire or have any rights under or by virtue of this Agreement, and the
obligations of Executive under this Agreement may not be assigned or delegated.


                    6.03 Governing Law; Severability.
This Agreement shall be governed by and construed and enforced in accordance
with the laws and decisions of the State of New York applicable to contracts
made and to be performed therein without giving effect to the principles of
conflict of laws. In addition to the provisions of 5.03 above, the invalidity
or unenforceability of any other provision of this Agreement, or the
application thereof to any person or circumstance, in any jurisdiction shall in
no way impair, affect or prejudice the balance of this Agreement, which shall
remain in full force and effect, or the application thereof to other persons
and circumstances.


                    6.04 Entire Agreement; Modification; Waiver;
Interpretation. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes all prior negotiations and oral understandings, if any. Neither this
Agreement nor any of its provisions may be modified, amended, waived,
discharged or terminated, in whole or in part, except in writing signed by the
party to be charged. No waiver of any such provision or any breach of or
default under this Agreement shall be deemed or shall constitute a waiver of
any other provision, breach or default. All pronouns and words used in this
Agreement shall be read in the appropriate number and gender, the masculine,
feminine and neuter shall be interpreted interchangeably and the singular shall
include the plural and vice versa, as the circumstances may require.


                    IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 CONOLOG CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Arpad J. Havasy,

 
	
  

 	
  

 	
 Executive Vice President

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 

 
	
  

 	
 

 	

 


 
	
  

 	
  

 	
 Robert S. Benou

 


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