Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, (this "Agreement"), is made and entered into as of
June 9, 2005, by and between Mark Bonney (the "Executive") and American Bank
Note Holographics, Inc., a Delaware corporation (the "Company").
RECITAL
WHEREAS, the Company desires that the Executive be employed to serve as its
Executive Vice President, Chief Financial Officer and Secretary, and the
Executive desires to be so employed by the Company, upon the terms and subject
to the conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement and intending to be legally bound, the Executive and the Company agree
as follows:
SECTION 1.
EMPLOYMENT. THE COMPANY HEREBY AGREES TO EMPLOY THE EXECUTIVE,
AND THE 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. THE EXECUTIVE SHALL ASSUME THE
RESPONSIBILITIES AND PERFORM THE DUTIES OF EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER OF THE COMPANY, AND SHALL REPORT TO THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
THE EXECUTIVE SHALL BE RESPONSIBLE FOR THE FINANCIAL
MANAGEMENT AND FINANCIAL REPORTING OF THE COMPANY AND SHALL ALSO PERFORM SUCH
DUTIES AND RESPONSIBILITIES ASSIGNED TO HIM FROM TIME TO TIME BY THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY.
THE 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 NOT ENGAGE IN ANY BUSINESS ACTIVITIES (OTHER THAN
FOR THE COMPANY) WHICH WOULD IN ANY WAY AFFECT HIS ABILITY TO PERFORM HIS DUTIES
AS FULL TIME EMPLOYEE UNDER THIS AGREEMENT. THE COMPANY RECOGNIZES THAT THE
EXECUTIVE IS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMMUNITY HEALTH
CENTER, INC. AND THE ANGEL INVESTOR FORUM, INC., AND THE COMPANY WILL PERMIT
EXECUTIVE TO CONTINUE TO SERVE ON SUCH BOARD OF DIRECTORS, AS LONG AS SUCH
SERVICE IS PERFORMED BY EXECUTIVE ESSENTIALLY DURING EVENINGS, WEEKENDS AND/OR
EXECUTIVE'S VACATION DAYS; AND SUCH SERVICE DOES NOT CONFLICT WITH ANY OTHER
OBLIGATION OF EXECUTIVE TO THE COMPANY.
EXECUTIVE SHALL NOTIFY EACH OF THE
ENTITIES OF WHICH HE IS A MEMBER OF THE BOARD OF DIRECTORS OF HIS EMPLOYMENT BY
THE COMPANY AND SHALL SUBSTANTIALLY REDUCE HIS TIME COMMITMENT TO SUCH ENTITIES
SHORTLY FOLLOWING THE EXECUTION OF THIS AGREEMENT.
IN THE PERFORMANCE OF HIS
DUTIES, THE 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 9
HEREOF (THE "EMPLOYMENT TERM"). THIS
AGREEMENT SHALL BE