Exhibit 10.9
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (this "Agreement"), is made and
entered into as of March 29, 2005, by and between Kenneth Traub (the
"Executive") and American Bank Note Holographics, Inc., a Delaware corporation
(the "Company").
RECITAL
WHEREAS, the Executive and the Company have entered into that certain Employment
Agreement dated as of February 3, 1999, as amended as of March 20, 2000 (the
"Original Employment Agreement");
WHEREAS, each of the Executive and the Company wishes to amend and restate the
provisions of the Original Employment Agreement as hereinafter set forth;
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
therefore wishes to establish the terms of the continued employment of the
Executive as its President and Chief Executive Officer, and the Executive agrees
to so establish such terms of his employment.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement and intending to be legally bound, Executive and the Company agree as
follows:
SECTION 1.
EMPLOYMENT. THE COMPANY HEREBY EMPLOYS EXECUTIVE AND
EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT AND AGREES TO RENDER SERVICES TO THE
COMPANY, UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
SECTION 2.
POSITION AND DUTIES. EXECUTIVE SHALL ASSUME THE
RESPONSIBILITIES AND PERFORM THE DUTIES OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY.
EXECUTIVE AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS
TIME, ATTENTION, SKILL AND BEST EFFORTS TO THE DILIGENT PERFORMANCE OF HIS
DUTIES HEREUNDER AND SHALL BE LOYAL TO THE COMPANY AND ITS AFFILIATES AND
SUBSIDIARIES, AND USE HIS BEST EFFORTS TO FURTHER THEIR INTERESTS. THE EXECUTIVE
SHALL BE RESPONSIBLE FOR THE DAY TO DAY WORLDWIDE GENERAL MANAGEMENT,
ADMINISTRATION AND OPERATION OF ALL PRESENT AND FUTURE BUSINESS OF THE COMPANY,
INCLUDING, WITHOUT LIMITATION, THOSE OPERATIONS SET FORTH IN THE BY-LAWS OF THE
COMPANY. THE EXECUTIVE SHALL BE THE COMPANY'S MOST SENIOR EXECUTIVE OFFICER AND
HE SHALL REPORT DIRECTLY TO THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
IN THE PERFORMANCE OF HIS DUTIES, EXECUTIVE AGREES TO ABIDE BY AND COMPLY WITH
ALL POLICIES, PRACTICES, HANDBOOKS, PROCEDURES AND GUIDELINES WHICH ARE NOW IN
EFFECT OR WHICH THE COMPANY MAY ADOPT, MODIFY, SUPPLEMENT OR CHANGE FROM TIME TO
TIME.
SECTION 3.
TERM OF EMPLOYMENT. THE TERM OF EMPLOYMENT HEREUNDER SHALL
COMMENCE ON THE DATE HEREOF AND SHALL CONTINUE THEREAFTER UNTIL THE EARLIER OF
(I) ONE YEAR FROM THE DATE HEREOF OR (II) TERMINATION PURSUANT TO SECTION 10
HEREOF (THE "EMPLOYMENT TERM"). THIS
AGREEMENT SHALL BE AUTOMATICALLY RENEWED ANNUALLY FOR SUCCESSIVE ONE YEAR TERMS,
UNLESS THE COMPANY GIVES WRITTEN NOTICE AT LEAST SIXTY (60) DAYS PRIOR TO THE
END OF THE EMPLOYMENT TERM OF ITS ELECTION TO TERMINATE SUCH EMPLOYMENT AT THE
END OF SUCH EMPLOYMENT TERM. NOTWITHSTANDING THE FOREGOING, IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 10 OF THIS AGREEMENT, THE AUTOMATIC
RENEWAL PROVIDED HEREIN SHALL BE OF NO FURTHER EFFECT AS OF THE TERMINATION DATE
(AS DEFINED). IN THE EVENT EXECUTIVE'S EMPLOYMENT IS NOT