Exhibit 10.30


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered into on February 24, 2004 (“Effective Date”) by and between
Paragon Systems, Inc., an Alabama corporation (the “Company”) and John T.
Wilson (“Employee”) (together, the “Parties”).


 


R E C I T A L S


 


WHEREAS, Employee is an
executive officer of the Company and various of its Subsidiaries;


 


WHEREAS, pursuant to the
terms of a Stock Purchase Agreement dated as of January 16th; 2004 (the “Stock Purchase Agreement”), by
and among Diversified Security Corporation (“Purchaser”) and each and all of
Charles Keathley, Robert Luther, Harold Bright, and John Wilson (together
referred to as the “Selling Shareholders”), the Purchaser has purchased from
the Selling Shareholders 100.00% of the outstanding stock of the Company;


 


WHEREAS, Employee’s entering
into this Agreement is a material inducement to the Purchaser to enter into the
Stock Purchase Agreement of even date herewith;


 


WHEREAS, the Company desires
to enter into a written employment agreement with Employee as an employee of
the Company in the capacity listed on Exhibit A hereto, and Employee
desires to be so employed by the Company in such position, on the terms and
conditions set forth and described herein; and


 


WHEREAS, the Parties desire
to enter into this Agreement setting forth the terms and conditions of the
employment relationship of Employee with the Company.


 


NOW, THEREFORE, subject to
the successful closing of the Stock Purchase Agreement (which closing is a condition
precedent of this Agreement), and in consideration of the mutual premises,
warranties, covenants and agreements set forth herein and in the Stock Purchase
Agreement, the Parties, intending to be legally bound, hereby agree as follows:


 


A G R E E M E N T


 


1.                                       EMPLOYMENT.


 


a                                          Term.  The term of Employee’s
employment pursuant to this Agreement is for the three (3) year period
commencing on the date hereof and terminating on the third anniversary of such
date (the “Term”), or upon the date of earlier termination of employment
pursuant to Section 3 of this Agreement.


 

















 


b.                                      Duties.  The Company hereby agrees to employ
Employee, and Employee hereby agrees to serve, subject to the provisions of
this Agreement, as an employee of the Company in the position listed on Exhibit
A hereof, subject to the oversight of, and directions from, the Company’s
Board of Directors. Employee shall perform all services and acts necessary to
fulfill the duties and responsibilities of his position and shall render such
services on the terms set forth herein and shall report to the Board of
Directors or their designee. In addition, Employee shall have such other
executive and managerial powers and duties with respect to the Company as may
reasonably be assigned to him by the Board of Directors or their designee.


 


c.                                       Time
Devoted to Employment. 
Employee agrees to devote all his business time, attention and energies
to the performance of the duties assigned hereunder, and to perform such duties
diligently, faithfully and to the best of his abilities, and subject to such
laws, rules, regulations and policies from time to time applicable to the
Company’s employees. Employee agrees to refrain from any activity that does,
will or could reasonably be deemed to conflict with the best interests of the
Company, as the Board of Directors of the Company shall so determine.


 


2.                                       COMPENSATION
AND BENEFITS.


 


a.                                       Salary.  Employee shall be paid a Base salary
chargeble to military support contracts, payable in accordance with the
Company’s regular payroll practices, in the amount set forth in Exhibit A,
and, in the discretion of the Company, Employee may be paid a bonus, as
determined as provided in Exhibit A.


 


b.                                      Vacation,
Holidays and Sick Leave. 
While employed by the Company, Employee shall be entitled to that number
of weeks of paid vacation, to be prorated monthly for partial calendar years,
and paid holidays and sick leave in accordance with the Company’s standard
policies for its executives, as may be amended from time to time in the
discretion of the Company’s Board of Directors.


 


c.                                       Benefits.  While employed by the Company, Employee
shall be eligible to participate in such benefit plans as are, or from time to
time hereafter may be, provided by the Company to any of its executives. All
benefits shall be provided to Employee in accordance with the terms and
conditions of such benefit plans and programs as are maintained by the Company,
as such plans are amended from time to time.


 


d.                                      Business
Expenses.  While employed by
the Company, the Company shall reimburse Employee for all ordinary and
necessary business expenses incurred by him in connection with his employment
upon timely submission by Employee of receipts and other documentation in
conformance with the Company’s normal procedures.


 


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3.                                       TERMINATION
OF EMPLOYMENT.


 


a.                                       Notwithstanding
any provision of this Agreement to the contrary, the employment of Employee
hereunder shall terminate on the first to occur of the following dates:


 


(i)                                     the
date of Employee’s death;


 


(ii)                                  the
date on which Employee shall have experienced a Disability (as defined below),
and the Company gives Employee notice of termination on account of Disability;


 


(iii)                               the
date on which Employee shall have engaged in conduct which, as reasonably
determined by the Board of Directors of the Company, constitutes Cause in
accordance with the provisions set forth in Section 3.b. below, and the
Company gives Employee notice of termination for Cause;


 


(iv)                              the
date on which the Company shall give Employee notice of termination for any
reason other than the reasons set forth in subsections (i) through (iii) above;
or the date on which Employee gives the Company notice of his resignation.


 


(v)                                 The
unavailability of military service charge numbers for military contracts at the
company’s option.


 


b.                                      Definitions
of Cause and Disability.


 


For purposes of this Agreement,
“Cause” shall mean the occurrence of any of the following events: (a)
Employee’s willful or continued failure to perform his duties with the Company;
(b) Employee’s conviction of, guilty plea to, or entry of a nolo contendere
plea to (1) a felony or (2) a misdemeanor involving moral turpitude; or (c)
Employee’s material breach of this Agreement, including but not limited to any
breach of a representation, warranty or covenant herein.


 


For purposes of this Agreement,
“Disability” shall mean an illness, injury or other incapacitating condition as
a result of which Employee is unable to perform the services required to be
performed under this Agreement for (a) thirty (30) consecutive days or (b) a
period or periods aggregating more than sixty (60) days in any six (6)
consecutive months.


 


4.                                                                                       COMPENSATION
IN EVENT OF TERMINATION. 
Upon termination or resignation of Employee’s employment with the
Company for any reason, the Company shall have no further obligation to
Employee except to pay the amounts set forth in this Section 4.


 


a.                                       Termination
For Cause or Resignation. 
In the event Employee’s employment is terminated by the Company for
Cause, or by Employee, Employee or his estate, conservator or designated
beneficiary, as the case may be, shall be entitled to payment of any earned but
unpaid Base Salary through the date of termination, as well as any accrued
vested benefits to which Employee is entitled. Following any such termination
or resignation, neither Employee nor his estate, conservator or designated
beneficiary shall be entitled to receive any


 


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other
payment provided for hereunder with respect to any period after such
termination or resignation.


 


b.                                      Termination
For Disability or Death. 
In the event Employee’s employment is terminated by the Company for
Disability, or due to Employee’s death, Employee or his estate, conservator or
designated beneficiary, as the case may be, shall be entitled to payment of any
earned but unpaid Base Salary through the date of termination, as well as any
accrued vested benefits to which Employee is entitled. Following termination
for Disability, neither Employee nor his estate, conservator or designated
beneficiary shall be entitled to receive any other payment provided for
hereunder with respect to any period after such termination.


 


c.                                       Termination
Without Cause.  In the event
Employee’s employment is terminated by the Company without Cause, Employee
shall be entitled to receive, as his sole and exclusive remedy, (i) payment of
any earned but unpaid Base Salary through the date of termination, as well as
any accrued vested benefits to which Employee is entitled, (ii) a lump sum
payment equal to three (3) months of the applicable Base Salary in effect at
the time of termination. Following any such termination or resignation, neither
Employee nor his estate, conservator or designated beneficiary shall be
entitled to receive any other payment provided for hereunder with respect to
any period after such termination or resignation.


 


5.                                                                                       REPRESENTATIONS.


 


a.                                       The
Company represents and warrants that this Agreement has been authorized by all
necessary corporate action of the Company and is a valid and binding agreement
of the Company enforceable against them in accordance with its terms.


 


b.                                      Employee
represents and warrants that he is not a party to any agreement or instrument
which would prevent him from entering into or performing his duties in any way
under this Agreement.


 


6.                                                                                       ACCOUNTS
RECEIVABLE  As part of
Employee’s responsibilities pursuant to this Agreement, Employee shall verify
that all accounts receivable generated by the Company are:


 


(a)                                solely
owned by the Company and, except as permitted by the Board of Directors of the
Company, have not been assigned or encumbered in any manner;


 


(b)                               for
the full amount stated in each invoice or account receivable, and are due and
payable in accordance with their terms and there are no set-offs, deductions,
discounts, reductions, disputes, contingencies or counterclaims against the
Company;


 


(c)                                enforceable
by the Company in accordance with the terms of the instruments or documents
creating them, and each account receivable is currently and presently due and


 


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owing
in full to the Company, and payment is not contingent upon fulfillment of any
other obligation at any time;


 


(d)                               is
not the result of any sale to an Affiliate;


 


(e)                                are
free of all liens, claims, charges and encumbrances; and


 


(f)                                  have
arisen solely out of, bona fide sales and deliveries of goods, performance of
services and other business transactions in the ordinary course of business
consistent with past practices.


 


7.                                                                                       NON-COMPETE
AND NON-SOLICITATION PROVISION


 


Employee acknowledges that,
simultaneously with the execution, hereof, he has sold certain shares of the
Company to the Purchaser, and as such, this Agreement is ancillary to the sale
of a business.  Employee also
acknowledges that he has read this Agreement and the covenants contained
herein, and that after the term of this Agreement, Employee will be able to
earn a livelihood without violating the restrictions of this section.


 


a.                                       Employee
hereby agrees that, for so long as Employee is employed by the Company, and for
a period of four (4) years after the date that Employee is no longer employed
by the Company, Employee will not, directly or indirectly, for or on behalf of
any individual, partnership, corporation or other legal entity, as principal,
agent, consultant or otherwise, own, control, manage, or otherwise participate
in the ownership, control or management of any business which derives more than
five (5%) percent of its revenue from the lines of business in which the
Company currently operates, including but not limited to providing any security
guard services, monitoring electronic security services, or providing
logistical support services for rotary-wing aircraft and Missle Systems that
may be competitive with Paragon.


 


b.                                      Employee
also hereby agrees that he shall not, at any time, divulge or disclose to any
person or firm, or use for Employee’s own benefit, gain or otherwise, any
proprietary plans, documents, presentations or products, data, customer lists,
or any other trade secrets or confidential materials of the Company or its
Affiliates. Employee acknowledges that any information gained while employed by
the Company or any material taken from the Company or its Affiliates is deemed
proprietary and/or confidential and Employee shall promptly return to the
Company or its Affiliates, after termination of this Agreement or upon request
from the Company, all such materials together with all copies thereof.  Such materials shall include, but are not
limited to, documents, contracts, agreements, plans, photographs, books, notes,
electronically stored data and all copies of the foregoing as well as any
materials or equipment supplied by the Company or any of its Affiliates to
Employee.


 


8.                                                                                       RIGHTS
AND REMEDIES UPON BREACH. 
In the event Employee breaches, or threatens to commit a breach of, any
of the provisions of this Agreement, the Company and its subsidiaries,
affiliates, successors or assigns shall have the following rights and remedies,
each of which shall be independent of the others and severally enforceable, and
each of which shall be


 


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in
addition to, and not in lieu of, any other rights or remedies available to the
Company or its subsidiaries, affiliates, successors or assigns at law or in
equity under this Agreement or otherwise:


 


a.                                       Specific
Performance.  The Company shall
have the right and remedy to have each and every one of the covenants in this
Agreement specifically enforced and the right and remedy to obtain injunctive
relief, it being agreed that any breach or threatened breach of any of the
non-competition or confidentiality covenants and agreements contained herein
would cause irreparable injury to the Company and its subsidiaries, affiliates,
successors or assigns and that money damages would not provide an adequate
remedy at law to the Company and its subsidiaries, affiliates, successors or
assigns. Also, to the extent any covenant is deemed unenforceable, the Employee
and the Company agree that a court may reduce the scope of such covenant, to
the extent that such covenant, as reduced, shall remain in force.


 


b.                                      Accounting.  The Company shall have the right and remedy
to require Employee to account for and pay over to the Company and its
subsidiaries, affiliates, successors or assigns, as the case may be, all
compensation, profits, monies, accruals, increments or other benefits derived
or received by Employee that result from any transaction or activity
constituting a breach of this Agreement.


 


c.                                       Enforceability
in all Jurisdictions. 
Employee intends to and hereby confers jurisdiction to enforce each and
every one of the covenants and agreements contained herein upon the courts of
any jurisdiction within the geographic scope of such covenants and agreements.
If the courts of any one or more of such jurisdictions hold any such covenant
or agreement unenforceable by reason of the breadth or such scope or otherwise,
it is the intention of Employee and the Company that such determination shall
not bar or in any way affect the Company’s or any of its Affiliates’,
successors’ or assigns’ right to the relief provided above in the courts of any
other jurisdiction within the geographic scope of such covenants and
agreements, as to breaches of such covenants and agreements in such other
respective jurisdictions, such covenants and agreements as they relate to each
jurisdiction being, for this purpose, severable into diverse and independent
covenants and agreements.


 


9.                                                                                       ASSIGNABILITY
OF AGREEMENT.  This Agreement is
a personal contract and the rights and interests of Employee hereunder may not
be sold, transferred, assigned, pledged, encumbered, or hypothecated by him.
When applicable, this Agreement shall inure to the benefit of and be
enforceable by Employee and his personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. The
Company may assign its rights pursuant to this Agreement, in its sole
discretion.


 


10.                                                                                 ARBITRATION.  Except for an action by the Company seeking
injunctive relief in connection with a breach by Employee of this Agreement,
any disagreement, claim or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration before a single
arbitrator in accordance with the Employment Dispute Resolution rules of the
American Arbitration Association, such arbitration to take place in Fulton or
DeKalb Counties, Georgia. The arbitrator is not empowered to modify or change
this Agreement or award damages in excess of compensatory damages, and each
party hereby irrevocably waives


 


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any
right to recover punitive, exemplary or similar damages with respect to any
dispute. The award of the arbitrator with respect to such disagreement, claim
or controversy shall be enforceable in any court of competent jurisdiction and
shall be binding on the Parties hereto. The arbitrator shall be entitled to
award reasonable attorneys’ fees to the prevailing party in any arbitration or
judicial action under this Agreement.


 


11.                                                                                 NOTICES.  Any notice to be given hereunder shall be in
writing and shall be deemed given when delivered personally, sent by courier or
facsimile or registered or certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or
to such other address as such party may subsequently give notice of hereunder
in writing:


 


	
  To Employee:

  
	
   

  
	
   

  
	
   

  
	
  To the Company

  
	
  Paragon Systems, Inc.

  
	
   

  
	
   

  



 


Any notice delivered personally or
by courier under this Section shall be deemed given on the date delivered
and any notice sent by telecopy or registered or certified mail, postage
prepaid, return receipt requested, shall be deemed given on the date telecopied
or mailed.


 


12.                                 MISCELLANEOUS


 


a.                                       Severability.  In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remainder of
the Agreement shall not in any way be affected or impaired thereby. Moreover,
if any one or more of the provisions contained in this Agreement shall be held
to be excessively broad as to duration, activity or subject, such provisions
shall be construed by limiting and reducing them so as to be enforceable to the
maximum extent allowed by applicable law.


 


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b.                                      Survivorship.  The respective rights and obligations of the
Parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.


 


c.                                       Each
Party the Drafter.  This Agreement
and the provisions contained in it shall not be construed or interpreted for or
against any party to this Agreement because that party drafted or caused that
party’s legal representative to draft any of its provisions.


 


d.                                      Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Georgia, without regard to its conflict of law rules.


 


e.                                       Headings.  All descriptive headings of sections and
paragraphs in this Agreement are intended solely for convenience, and no
provision of this Agreement is to be construed by reference to the heading of
any section or paragraph.


 


f.                                         Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


g.                                      Amendment
or Modification, Waiver. 
No provision of this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing, signed by Employee and by a duly
authorized officer of the Company. The failure of either party to this
Agreement to enforce any of its terms, provisions or covenants shall not be
construed as a waiver of the same or of the right of such party to enforce the
same. Waiver by either party hereto of any breach or default by the other party
of any term or provision of this Agreement shall not operate as a waiver of any
other breach or default.


 


h.                                      Definitions  Capitalized terms used herein and not
otherwise defined in this Agreement have the same meaning as such term has in
the Stock Purchase Agreement. The term “Affiliates” shall have the same meaning
as in the General Release, a form of which is attached to the Stock Purchase
Agreement.


 


i.                                          Entire
Agreement.  This Agreement
contains all the understandings between the Parties hereto pertaining to the
matters referred to herein, and supersedes all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto. Employee represents that, in executing this Agreement, he does not
rely and has not relied upon any representation or statement not set forth
herein made by the Company with regard to the subject matter, bases or effect
of this Agreement or otherwise.


 


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


 


 


	
   

  	
  PARAGON SYSTEMS, INC.

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald G. Farrell

  	
   

  	
  /s/ John T. Wilson

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Ronald G. Farrell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman/CEO

  	
   

  	
   

  	
   

  
								



 


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EXHIBIT A


 


 


	
  BASE SALARY:

  	
   

  	
  The same as for 2003 ($ 95,000).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BONUS:

  	
   

  	
  To be set based on the same criteria as the Bonus for
  2003

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CAPACITY:

  	
   

  	
  Vice President

  



 


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