Unassociated Document


    COMMAND
      SECURITY CORPORATION 

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      Agreement, made April 9,
      2007
      by
Marc
      W. Brown (“Employee”)
      whose address is 3910 Gresham Street, Unit 3, San Diego, California 92109 and
      Command
      Security Corporation,
      a New
      York corporation, with offices at 1133 Route 55, Suite D, Lagrangeville, NY
      12540 (“Employer”). Employer and Employee are at times collectively referred to
      as “the Parties” and may individually be referred to as a “Party.”

     

    Article
      I. Employment Term and Location

     

    The
      Employer hereby employs the Employee at its offices located at 3180 University
      Avenue, San Diego, California 92104 for a period of three (3) years commencing
      on April 12, 2007 and ending April 11, 2010 (the
      “Initial Term). The Initial Term shall be extended for additional periods of
      one
      (1) year each (“Extended Term”), commencing immediately following the prior
      Term, unless either Party notifies the other Party of its intention not to
      extend the Term by providing sixty (60) days prior written notice of its
      decision not to extend. Either Party may terminate this Agreement as provided
      in
      Article V below.

    


    Article
      II. Employee’s Duties, Title; and Compensation

    


    A. The
      Employee shall be responsible for reasonably implementing all of Employer’s
      policies and procedures. The Employee agrees to perform all duties reasonably
      assigned or delegated to his position and in such manner as the Employer may
      reasonably direct. All duties shall be consistent with those of an upper level
      managerial employee.

    


    B. Employee’s
      title shall be Corporate Vice-President and in additional he shall hold the
      title of Regional Vice-President - West Region. The West Region consists of
      all
      portions of the United States west of the Mississippi River and the City of
      Chicago, State of Illinois. Employee shall enjoy the authority commensurate
      with
      the position of Regional Vice-President. 

    


    C. The
      Employee shall generally perform his work at 3180 University Avenue, San Diego,
      California 92104, and shall not generally be required to travel outside of
      San
      Diego County, California. 

    


    D. The
      Employee shall not be required to relocate at any time during the Term.


    


    E. Employee’s
      total compensation shall be as set forth in Schedule A attached hereto.



    
      
        
        

      

      
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    F. As
      an
      inducement to enter into this Agreement, Employer hereby grants to Employee
      options for the purchase of fifty thousand (50,000) shares of Employer’s common
      stock, said grant being governed by Employer’s 2005 Stock Incentive Plan.


    


    Article
      III. Performance of Work

    


    The
      Employee agrees to perform faithfully the duties assigned to him to the best
      of
      his ability, to devote his full and undivided time to the transaction of the
      Employer’s business and to give to the Employer prompt, complete and accurate
      reports of and relating to his work in such form as the Employer may from time
      to time require. The Employee further agrees that during the term of this
      Agreement he will not directly or indirectly engage in or carry on any other
      competing or conflicting business for his benefit or the benefit of any other
      person, firm, or corporation. The Parties agree the Employee’s pursuit and
      investment in a business developing new technology and security apparatus
      devices, not previously sold or distributed by Brown Security Industries, Inc.,
      or its then subsidiaries, shall not be a violation of this
      Agreement.

    


    Article
      IV. Salary and Benefits

    


    A.
      The
      Employee shall receive a yearly salary set forth on Schedule A and shall be
      paid
      no less frequently than bi-weekly and reviewed in accordance with the policies
      of Employer applicable to managerial employees. It is understood and agreed
      that
      the normal deductions will be withheld from said salary.

    


    B.
      In
      addition, Employee will receive four (4) weeks of vacation annually and such
      benefits, and other forms of compensation as the Employer may deem appropriate
      and in accordance with Employer’s policies for an entire class of employee which
      includes Vice-Presidents of Employer at the expense of Employer. Any and all
      benefits, health and similar plans may be modified or terminated upon prior
      notice at the sole discretion of the Employer, provided that such is replaced
      with substantially similar benefits.

    


    C.
      Employee’s salary and benefits are as set forth on Schedule A, the terms of
      which are hereby incorporated by this reference. Employee shall receive annual
      performance and salary reviews from his direct Supervisor of Employer, which
      shall be considered in determining increases in Employee’s base pay.


    


    D. Employee
      shall be allowed to participate in any managerial stock option program
      maintained by Employer. 

    



    
      
        
        

      

      
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    Article
      V. Termination of Employment

    


    A. Upon
      a
      termination by Employer without cause before the expiration of the Initial
      Term,
      or in the event of a constructive termination, Employee’s annual salary shall
      continue for the remaining term of this Agreement according to the regular
      payroll intervals of Employer. 

    


    B. Upon
      a
      voluntary resignation by Employee before the expiration of the Initial Term,
      Employee’s salary shall terminate upon the effective date of his termination,


    


    C. In
      the
      event Employee’s services are terminated for cause, as provided in paragraph E
      below, Employee’s salary shall be discontinued upon the effective date of
      Employee’s termination.

    


    D. Notwithstanding
      anything to the contrary contained herein, compensation for Special Services
      shall continue for a full five (5) years as set forth in Schedule A, regardless
      of whether or not the Employee has been terminated and regardless of the reason
      for termination.

    


    E. The
      Employer may terminate Employee’s employment for cause, after providing to the
      Employee notice of the alleged cause, and providing a ten (10) day opportunity
      to cure such conduct. A ten (10) day prior notice and opportunity to cure shall
      be applicable to items 5 and 6 below. For purposes of this Agreement cause
      shall
      mean:

    


    
      	 	
              1.

            	
              Willful
                breach of duty by the Employee in the course of
                employment;

            


    

    


    
      	 	
              2.

            	
              Habitual
                material neglect by Employee of his duties to
                Employer;

            


    

    


    
      	 	
              3.

            	
              Conduct
                by Employee that if convicted, would constitute a felony or an act
                of
                moral turpitude in the state in which the conduct occurs, it being
                understood that an accusation of such conduct is insufficient to
                support a
                for cause termination and the conduct must be proven by a preponderance
                of
                the evidence;

            


    

    


    
      	 	
              4.

            	
              Intentional
                destruction of Employer’s property or theft of funds or property of the
                Employer; 

            


    

    


    
      	 	
              5.

            	
              Material
                breach of Employer’s Policies applicable to management personnel; or
                

            


    

    


    
      	 	
              6.

            	
              Repeated
                conduct that is materially injurious to the reputation of the
                Employer.

            


    


    
      
        
        

      

      
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    Upon
      receipt of such notice, Employee may contest such termination by bringing an
      action for declaratory and other relief, and during the pendency of such action,
      the employment relationship shall remain in full force and effect. Employee
      shall post security, which at the Employee’s option may be in Command stock,
      equal to ninety (90) days salary as security for the payment of the continued
      salary. Nothing stated herein shall be deemed to limit a Parties’ right to seek
      damages in a court of law. All of the above causes for termination shall be
      exercised in good faith and shall take into consideration industry standards,
      practices and customs. 

    


    F. In
      the
      event of Employee’s death during the term all base salary that has been earned
      up to Employee’s death shall be paid to Employee’s estate at the next payroll
      interval that such payments would have been due to Employee and the Special
      Services shall be treated consistent with paragraph V.D. above, which shall
      be
      paid as set forth in Schedule A. 

    


    Article
      VI. Successors and Assigns

    


    This
      Agreement shall inure to the benefit of and shall be binding upon the Employer,
      its successors and assigns. Should the Employer at any time be merged into
      or
      consolidated with another corporation, or should substantially all of the assets
      of the Employer be transferred to another corporation, the provisions of this
      Agreement shall be binding upon and inure to the benefit of the entity resulting
      from such merger or consolidation or to which substantially all of the assets
      of
      the Employer shall be transferred. In the event that the Employer is merged
      into
      or consolidated with another entity, or substantially all of the assets of
      the
      Employer are transferred to another entity, Employee shall be deemed fully
      vested in and fully earned the maximum compensation allowable for Special
      Services as detailed in Schedule A of this Agreement, as if all goals and
      obligations of Employee had been successfully met. This provision shall apply
      in
      the event of any subsequent merger, consolidation or transfer, and such other
      entity shall, for all purposes of this Agreement, be deemed the Employer. This
      Agreement is not assignable by the Employee. 

    


    Article
      VII. Restrictive Covenants

    


    On
      even
      date herewith, Employee has agreed to transfer stock owned by him in Brown
      Security Industries, Inc., pursuant to a Plan of Merger, to Employer.


    


    Employee
      acknowledges and agrees that during the course of his employment: Employee
      has
      been and/or will be provided with the benefit of access to Employer’s customers
      and employees; Employer has and/or will place Employee in a position of trust
      and confidence with respect to Employer’s customers and employees; that the
      goodwill customer relationships and contacts constitute substantial assets
      of
      Employer which have been acquired and/or developed at considerable expense
      to
      Employer; and Employee has and/or shall continue to receive direct financial
      remuneration as a result of the goodwill established by the Employer with such
      customers. As further consideration for the covenants contained herein, Employee
      shall receive certain benefits and severance pay as described in Articles IV
      and
      V.


    
      
        
        

      

      
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    Employee
      agrees that the restrictions set forth below are necessary and reasonable for
      the protection of the goodwill, customer relationships, employee relationships
      and business of Employer and therefore covenants as follows:

    


    Employee
      agrees that from the commencement of his employment until the termination of
      his
      employment and for the periods set forth below following termination of his
      employment (whatever the reasons for such termination may be and whether such
      termination is voluntary or involuntary), that the Employee will not:


    


    A. For
      three
      (3) years following the termination of his employment, directly or indirectly,
      alone or in any capacity, within the geographic area in which he actively works
      or worked for Employer or within the geographic area of Employee’s
      responsibilities performed while in the employ of Employer, solicit, divert,
      accept or take away for any competing business any customer of Employer who
      was
      such at any time during the one (1) year immediately preceding the termination
      of Employee’s employment.

    


    B. For
      three
      (3) years following the termination of his employment, directly of indirectly,
      alone or in any capacity, within the geographic area in which he works or worked
      for Employer or within the geographic area of Employee’s responsibilities
      performed while in the employ of Employer, solicit, divert, hire or take away
      for any competing business any other employee of Employer who was such at any
      time during the one (1) year immediately preceding or following the termination
      of Employee’s employment.

    


    C. For
      a
      period of two (2) years following the termination of his employment, directly
      or
      indirectly, alone or in any capacity, within the geographic area in which he
      actively works or worked for Employer or within the geographic area of
      Employee’s responsibilities performed while in the employ of Employer, engage in
      the security guard or patrol business. 

    


    The
      Parties agree that if the scope or enforceability of the restrictive covenants
      set forth in this Article VII is in any way disputed at any time, it is the
      intent of such Parties that the court or other trier of fact shall modify and
      enforce the covenants to the full extent required to render the same
      enforceable.

    


    Article
      VIII. Blue Pencil

    


    In
      the
      event that any judgment by a court holds any paragraph of Article VII invalid
      and that judgment is ultimately reversed on final appeal from which no appeal
      is
      taken, the three-year period set forth in the third paragraph of Article VII
      shall be extended for a period equal to the difference between three years
      and
      the period after termination during which Employee complied with the paragraph
      that was initially adjudged invalid, such extension period to commence on the
      day after such judgment of reversal.


    
      
        
        

      

      
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    Article
      IX. Confidentiality

    


    Employee
      covenants and agrees, which covenant and Agreement is of the essence of this
      Agreement, that upon termination of his employment, whether voluntary or
      involuntary, he will promptly deliver to the Employer all property, customer
      lists, sales information, memoranda, documents containing trade secrets,
      information relating to Employer’s business and other confidential information
      and all other property belonging to the Employer and any and all copies thereof,
      and that he will not, either during the term of his employment under this
      Agreement or any time thereafter, (1) disclose to any person, firm, partnership,
      association or corporation, other than Employer, any trade secrets or other
      confidential information which was disclosed to him or came within his knowledge
      during the course of his employment, or (2) make or cause to be made any use
      of
      such trade secrets or confidential information.

    


    Article
      X. Miscellaneous

    


    A. Each
      section, paragraph and subparagraph contained in this Agreement and each
      covenant and obligation of the Employee hereunder is separable and independent
      and in the event any section, paragraph, subparagraph, covenant or obligation
      is
      held invalid or unenforceable, it shall affect neither the validity or
      enforceability of any other section, paragraph, subparagraph, covenant or
      obligation contained in this Agreement.

    


    B. The
      covenants of Employee set forth in this Agreement shall be construed as
      independent covenants and the existence of any claim, demand, action or cause
      of
      action of Employee against Employer, whether predicated upon this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by the Employer
      of
      any of the covenants contained herein. Furthermore, the Parties agree that
      any
      breach of this Agreement by Employee may result in irreparable injury to the
      Employer, and therefore, in addition to all other remedies provided by law,
      Employee agrees and consents that the Employer shall be entitled to an
      injunction to prevent a breach or contemplated breach of any of the covenants
      of
      the Employee contained herein.

    


    C. This
      Agreement and any and all disputes, claims and/or questions regarding the
      hiring, employment and termination of employment of Employee shall be governed
      by the laws of the State of California. The Employer and Employee hereby consent
      to the jurisdiction of any state or federal court located within the County
      of
      San Diego, State of California and irrevocably agree that all actions or
      proceedings arising out of or relating to this Agreement shall be litigated
      in
      such courts. The Parties hereto each accepts for himself or itself generally
      and
      unconditionally, the exclusive jurisdiction of the aforesaid courts and waives
      any defense of forum non conveniens, and irrevocably agrees to be bound by
      any
      judgment rendered thereby in connection with this Agreement. Employer and
      Employee agree to be bound and accept service served by certified mail, return
      receipt requested, mailed to the addresses indicated herein or to the last
      known
      address if different, such service being hereby acknowledged to be effective
      and
      binding service in every respect. Nothing herein shall affect the right to
      serve
      process in any other manner permitted by law or shall limit the right of any
      Party hereto to bring proceedings against any other Party hereto in the court
      of
      any other jurisdiction. In the event of a conflict between this Agreement and
      the Agreement and Plan of Merger and Reorganization, as to employment issues,
      this Agreement shall control.


    
      
        
        

      

      
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    D. Neither
      this Agreement nor any of the rights of or benefits to Employee arising
      hereunder (including, without limitation, those payments and rights due under
      Schedule A), shall be assignable, transferable or encumbered in any way by
      Employee. 

    


    Article
      XI. Entire Agreement

    


    This
      Agreement supersedes and cancels all prior Agreements between the Parties and
      represents the entire Agreement between the Parties or between Employer and
      Employee. No modification of the terms of this Agreement shall be effective
      unless such modification shall be in writing and shall be signed by both
      Employer and Employee.

    


    IN
      WITNESS WHEREOF, the Parties have hereunto set their hands and seals the day
      and
      year first aforesaid.

    


    Command
      Security Corporation

    


    


    By:___________________________

    Barry
      I. Regenstein

    President

    


    The
      undersigned acknowledges that he has read and understands the provisions of
      the
      Agreement and agrees to be bound thereby.

    


    


    By:___________________________

    Marc
      W. Brown

    


    


    


    Witnessed
      By:_____________________

    


    


    
      
        
        

      

      
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    SCHEDULE
      A

    


    
      	
              I.
                

            	
              Base
                Salary--$2,884.62 weekly, or $150,000 annualized.
                

            


    

    


    
      	
              II.
                

            	
              Auto
                allowance--$900.00 per month plus reimbursement for fuel. 

            


    

    


    III.
       Special
      Services-- For developing new business for Employer, by bringing to Employer
      the
      new accounts set forth on Schedule A-1; Employee shall be entitled to receive
      additional compensation as set forth herein below. The additional compensation
      shall be based upon the net amounts (“Net Receipts”) received by Employer from
      each of the Scheduled Accounts. For purposes of this Schedule A, net receipts
      are defined as: Gross amount, received by Employer reduced by sales and other
      taxes billed to the client, refunds and pass-throughs. 

    


    Each
      twelve (12) months of service by Employer to a Scheduled Account shall begin on
      the start date of service by Employer to that scheduled account through the
      date
      next preceding the anniversary of the Start Date.

    


    
      	
              MONTHS

            	 	
              AMOUNT
                OF ADDITIONAL COMPENSATION

            
	 	 	 
	
              1
                -
                12

            	 	
              2%
                of Net Receipts

            
	
              13
                - 24

            	 	
              1%

            
	
              25
                - 36

            	 	
              1/2
                of 1%

            
	
              37
                - 48

            	 	
              1%

            
	
              49
                - 60

            	 	
              1%

            


    

    


    


    Additionally,
      after each of the first three twelve months of service the Employee shall
      receive, at Employee’s option, either (i) restricted shares of the common stock
      of the Employer ("Restricted Stock") or (ii) options to purchase common stock
      of
      the Employer ("Stock Options"), in each case in an amount of two and three
      quarter (2.75%) percent of the Net Receipts from the Scheduled Accounts.
      Employee must notify Employer in writing within 30 days after the last day
      of
      each applicable twelve month period whether he has chosen Restricted Stock
      or
      Stock Options, or Employer shall have the sole discretion to determine whether
      to issue to Employee Restricted Stock or Stock Options. In the event Employee
      receives Restricted Stock, any and all subsequent sales of such Restricted
      Stock
      will be subject to compliance with all applicable securities laws as then in
      effect including, without limitation, Rule 144. In the event that Employer
      issues a new registration statement with regard to restricted shares of the
      corporation, Employer shall include Employee’s restricted shares in any such new
      registration. In the event Employee seeks to receive Stock Options, Employee
      shall execute an option agreement in a form satisfactory to Employer's counsel,
      which shall provide, inter
      alia,
      the date
      the option must be exercised which shall in no event be later than five (5)
      years after date of grant, the purchase price per share which shall be equal
      to
      the fair market value of the Company’s common stock at the date of grant, and
      valued at a call price as calculated under the Black-Scholes formula consistent
      with past Company practice. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Any
      and
      all compensation for Special Services shall be limited as follows: (i) Net
      Receipts from the Scheduled Accounts shall not exceed a total of six million
      ($6,000,000) per year for purposes of calculating payment due Employee for
      Special Services; and (ii) payments due for Special Services shall accrue and
      shall be due and owing sixty days after each twelfth consecutive month ("Twelfth
      Month") for which Employer has received payment from the Scheduled Account(s).
      If Employee is terminated without cause at any time the provisions of Section
      V.
      (A). of the Employment Agreement shall govern. 

    


    
      	
              IV.
                

            	
              Participation
                in Employer's Executive Incentive Program. 

            


    

    


    
      	V.	
              Vacation,
                Health and Similar Benefits--As provided from time to time to Employer’s
                Corporate Vice Presidents.    

            


    

    


    Benefits
      described in Sections "IV" and "V" above may be changed from time to time by
      Employer without prior notice or liability, so long as Benefits are changed
      for
      the entire Class of Employee where Employee is employed.

    


    
      
        
        

      

      
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