EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this "Agreement" or the
"Employment Agreement") is made as of the 15th day of February 2012, between
TRANS-LUX CORPORATION, a Delaware corporation (the "Company"), and JEAN-MARC
ALLAIN (the "Employee").
WHEREAS, the parties hereto wish to enter into an employment agreement to employ
the Employee as the President and Chief Executive 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 three (3) years (the
"Initial Term") commencing on February 15, 2012 (the "Effective Date").
Upon
the expiration of the Initial Term, Employee's employment shall be automatically
and continuously renewed for successive one (1) year terms (each a "Renewal
Term") unless at least ninety (90) days prior to the expiration of the Initial
Term or any Renewal Term, a written Notice of Termination is provided by either
party to the other that Employee's employment will not be renewed.
Notwithstanding the foregoing, the Employee's employment hereunder may be
earlier terminated in accordance with Section 5 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
PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO") ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT.
IN ADDITION, DURING THE EMPLOYMENT PERIOD, THE COMPANY
SHALL APPOINT OR NOMINATE FOR ELECTION, AS APPLICABLE, THE EMPLOYEE AS A
DIRECTOR ON THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD").
DURING THE
EMPLOYMENT PERIOD, THE EMPLOYEE SHALL ASSUME MANAGEMENT RESPONSIBILITY AND
AUTHORITY OVER ALL OPERATING FUNCTIONS OF THE COMPANY AND, SUBJECT TO THE
SUPERVISION OF THE BOARD, SHALL BE RESPONSIBLE FOR: (I) MANAGEMENT OF THE
DAY-TO-DAY OPERATIONS OF THE COMPANY 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 SUCH DUTIES AS SHALL BE CONSISTENT
WITH THE EMPLOYEE'S POSITION AS CEO AND AS MAY FROM TIME TO TIME BE ASSIGNED AND
DIRECTED BY THE BOARD.
THE EMPLOYEE SHALL KEEP THE BOARD INFORMED OF THE
AFFAIRS OF THE COMPANY.
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE SHALL REPORT
DIRECTLY TO THE BOARD.
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.