Exhibit
10.25


 


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 Charles Allbritten (“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, 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.


 


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 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.


 


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/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Ronald G. Farrell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman/CEO

  	
   

  	
   

  	
   

  
							



 


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EXHIBIT A


 


	
  BASE SALARY:

  	
   

  	
  The same as
  for 2003 $65,000.00

  
	
   

  	
   

  	
   

  
	
  BONUS:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  CAPACITY:

  	
   

  	
  Vice President

  



 


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