Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (this "Agreement"), is made and
entered into as of June 9, 2005, by and between Alan Goldstein (the "Executive")
and American Bank Note Holographics, Inc., a Delaware corporation (the
"Company").
R E C I T A L
WHEREAS, the Executive and the Company have entered into that certain Employment
Agreement dated as of May 11, 1999 (the "Original Employment Agreement"); and
WHEREAS, each of the Executive and the Company wishes to amend and restate the
provisions of the Original Employment Agreement as hereinafter set forth.
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 VICE PRESIDENT, FINANCE OF
THE COMPANY. THE EXECUTIVE SHALL ALSO SERVE IN SUCH SIMILAR CAPACITIES AS MAY BE
ASSIGNED TO HIM IN GOOD FAITH FROM TIME TO TIME BY THE PRESIDENT OR CHIEF
FINANCIAL 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 AT THE COMPANY'S HEADQUARTERS LOCATED AT 2
APPLEGATE DRIVE, ROBBINSVILLE, NEW JERSEY 08691 OR HIS HOME OFFICE AND SHALL BE
LOYAL TO THE COMPANY AND ITS AFFILIATES AND SUBSIDIARIES, AND USE HIS BEST
EFFORTS TO FURTHER THEIR INTERESTS.
EXECUTIVE SHALL WORK IN THE COMPANY'S
ROBBINSVILLE OFFICE A MINIMUM OF THREE DAYS PER WEEK, EXCEPT DUE TO APPROVED
VACATION OR ILLNESS.
THE EXECUTIVE SHALL PERFORM SUCH TASKS AND
RESPONSIBILITIES ASSIGNED TO HIM BY THE CHIEF EXECUTIVE OFFICER AND THE CHIEF
FINANCIAL OFFICER OF THE COMPANY, INCLUDING WITHOUT LIMITATION, ASSISTING WITH
AND/OR OVERSEEING THE FINANCIAL MANAGEMENT AND FINANCIAL REPORTING OF THE
COMPANY. 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) MARCH 31, 2006 OR (II) TERMINATION PURSUANT
TO SECTION 10 HEREOF (THE "EMPLOYMENT TERM"). THE DATE OF THE LAST DAY OF THE
EMPLOYMENT TERM SHALL BE HEREINAFTER REFERRED TO AS THE "TERMINATION DATE".
EXECUTIVE'S EMPLOYMENT BY THE COMPANY SHALL TERMINATE ON THE TERMINATION DATE.
SECTION 4.
EXCLUSIVITY.
During the term of
Executive's employment with the Company, Executive shall not without the prior
written consent of the Board of Directors (i) perform any managerial, sales,
marketing or technical services directly or indirectly for any person or entity
competing directly or indirectly with the Company or any of its subsidiaries in
the holography