Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "Agreement" or the
"Employment Agreement") is made as of the 22nd day of October, 2018, between
TRANS-LUX CORPORATION, a Delaware corporation (the "Company"), and TODD DUPEE
(the "Employee").
WHEREAS, the parties hereto wish to enter into an employment agreement to employ
the Employee as the Senior Vice President and Chief Accounting Officer of the
Company.
NOW, THEREFORE, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:
1.
EMPLOYMENT PERIOD.
The Company will employ the Employee, and the Employee will serve the Company,
under the terms of this Agreement for an initial term of two (2) years (the
"Initial Term") commencing on October 1, 2018 (the "Effective Date").
Upon the
expiration of the Initial Term, this agreement may only be extended by the
mutual written agreement of the Company and the Employee.
Notwithstanding the
foregoing, the Employee's employment hereunder may be earlier terminated in
accordance with Section 4 below.
The period of time between the commencement
and the termination of the Employee's employment (including the expiration of
this Agreement) hereunder shall be referred to herein as the "Employment
Period."
2.
DUTIES AND STATUS.
2.1.
POSITION.
THE COMPANY HEREBY ENGAGES THE EMPLOYEE AS ITS SENIOR
VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER ("CAO") ON THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL
ASSUME MANAGEMENT RESPONSIBILITY AND AUTHORITY OVER ALL ACCOUNTING FUNCTIONS OF
THE COMPANY AND, SUBJECT TO THE SUPERVISION OF THE CHIEF EXECUTIVE OFFICER
("CEO"), SHALL BE RESPONSIBLE FOR: (I) MANAGEMENT OF THE DAY-TO-DAY OPERATIONS
OF THE COMPANY'S FINANCE DEPARTMENT IN A MANNER CONSISTENT WITH THE BEST
INTERESTS OF THE COMPANY; (II) EXECUTION OF AGREEMENTS AND CONTRACTS ON BEHALF
OF THE COMPANY IN ACCORDANCE WITH THE COMPANY'S CERTIFICATE OF INCORPORATION AND
BY-LAWS; (III) THE ADMINISTRATION OF THE BUSINESS OF THE COMPANY; AND (IV) THE
EXERCISE OF SUCH POWERS AND THE PERFORMANCE OF SUCH DUTIES AS SHALL BE
CONSISTENT WITH THE EMPLOYEE'S POSITION AS CAO AND AS MAY FROM TIME TO TIME BE
ASSIGNED AND DIRECTED BY THE CEO.
THE EMPLOYEE SHALL KEEP THE CEO INFORMED OF
THE AFFAIRS OF THE COMPANY.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL
REPORT DIRECTLY TO THE CEO.
THE EMPLOYEE AGREES TO DEVOTE SUBSTANTIALLY ALL OF
HIS BUSINESS TIME, EFFORTS AND SKILLS TO THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES UNDER THIS AGREEMENT AND RENDER HIS SERVICES EXCLUSIVELY TO THE
COMPANY.
2.2.
STANDARD OF CARE. THE EMPLOYEE AGREES TO CARRY OUT HIS DUTIES
HEREUNDER IN A REASONABLE, DILIGENT, PRUDENT AND PROFESSIONAL MANNER CONSISTENT
WITH HIS FIDUCIARY DUTIES AS AN OFFICER OF THE COMPANY.
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3.
COMPENSATION AND BENEFITS.
3.1.
SALARY. DURING THE EMPLOYMENT PERIOD, THE COMPANY SHALL PAY TO
THE EMPLOYEE, AS COMPENSATION FOR THE PERFORMANCE OF HIS DUTIES AND OBLIGATIONS
UNDER THIS AGREEMENT, A BASE SALARY AT THE RATE OF $150,000 PER ANNUM (THE "BASE
SALARY"), PAYABLE IN ACCORDANCE WITH THE NORMAL PAYROLL PRACTICES OF THE
COMPANY.
3.2.
BENEFITS.