Executive Vice President/Chief Technical Officer Employment Agreement - Amr Abdelmonem

Exhibit 10.2


EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement" ) is made and entered into as of January 1, 2006 (the " Effective Date" ), by and between ISCO INTERNATIONAL, INC. (the " Company" ), and AMR ABDELMONEM, an individual (the " Executive" ), with reference to the following facts:


WHEREAS, The Company is headquartered in Illinois and designs, manufactures, and distributes products relating to wireless telecommunications systems;


WHEREAS, Executive is a senior executive with broad general management and technical experience in the wireless industry;


WHEREAS, Executive is currently employed by the Company as Executive Vice President and Chief Technical Officer; and

WHEREAS, The Company and Executive wish to continue their employment relationship, subject to the terms and conditions set forth in this Agreement.


NOW, THEREFORE, based on the above premises and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. Employment with the Company .

1.1. Position and Duties . Subject to the terms set forth herein, the Company agrees to continue the employment of Mr. Abdelmonem as Executive Vice President and Chief Technical Officer reporting to the President & CEO of the Company, and Executive hereby accepts such continued employment. Executive shall serve in an executive capacity and shall perform such duties as are customarily associated with his position, consistent with the bylaws of the Company and as reasonably required by Company.

1.2. Full Time and Best Efforts . Executive will perform his duties faithfully and to the best of his ability and will devote his full business time and effort to the performance of his duties hereunder. Executive will not engage in any other employment or business activities for any direct or indirect remuneration that would be directly harmful or detrimental to, or that may compete with, the business and affairs of the Company, or that would interfere with his duties hereunder. Executive acknowledges that frequent travel may be necessary in carrying out his duties hereunder.


SECTION 2. At-Will Employment . Executive' s employment with the Company is " at-will" and may be terminated at any time with or without cause by either party. Termination of the employment relationship is the right of each party and will not constitute a breach of this Agreement. No provision of this Agreement shall be construed as conferring upon Executive a right to continue as an employee or executive of the Company or any subsidiary or affiliated entity. In the event of termination, Executive will voluntarily and immediately resign from the Board and any similar position with any subsidiary or affiliate.


SECTION 3. Compensation .


3.1. Base Salary . The Company will compensate Executive for services rendered hereunder at the annual rate of $250,000 in 2006 and thereafter (or such greater amount as may then be determined by the Company) in accordance with the Company' s normal payroll practices and subject to payroll deductions as may be necessary or customary for the Company' s salaried employees.

3.2. Performance Bonus . As further described in this Section 3.2 , Executive will be eligible for an annual performance bonus based upon the achievement of specified corporate and individual performance goals.

3.2.1. For the 2006 and 2007 fiscal years, Executive will be eligible for a bonus equal to 25% of his Base Salary upon achievement of 100% of specified performance goals, 100% of Base Salary upon achievement of 150% of specified performance goals, or an interpolated amount for accomplishing between 100% and 150% of approved performance goals. For fiscal years after 2007, the target amount of Executive' s Bonus will be determined by the Company in its discretion.

3.2.2. The performance goals applicable to any particular fiscal year will be determined by the Company and will be communicated to Executive following the Board' s adoption of the Company' s budget for that fiscal year. The Company will determine in good faith whether the goals for any year have been achieved. In addition, the Company may in good faith make adjustments to such goals so that departures from the Company' s operating plan, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other transactions, events or factors influencing the achievement or measurement of such goals do not affect the operation of this section in a manner inconsistent with its intended purpose of encouraging growth in the shareholder value. In any case, no bonus will be payable to Executive if he fails to be employed by the Company through the last day of the applicable year (or, in the case of a termination by the Company for Cause, through the date of actual bonus payment).

3.2.3. Any bonuses payable under this Section 3.2 will be paid within thirty (30) days following the approval by the Audit Committee of the Board of the Company' s audited financial statements for the applicable fiscal year.

3.3. Equity Incentive Compensation . The Company will grant to Executive a restricted stock award in substantially the form attached hereto as Exhibit A .


SECTION 4. Benefits . Executive shall be entitled to participate in the employee benefit plans and programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. The Executive shall be entitled to receive four (4) weeks of annual paid vacation in accordance with the Company' s vacation policy for its senior executives. Executive shall be entitled to all paid holidays the Company makes available to its employees.


SECTION 5. Business Expenses . The Company shall reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive' s duties hereunder, in accordance with the Company' s expense reimbursement policy as in effect from time to time.

SECTION 6. Termination .

6.1. Termination Without Cause or for Good Reason . If Executive' s employment ceases due to a termination by the Company other than for Cause or a resignation by Executive with Good Reason, then subject to Executive' s compliance with the provisions of Section 11 below (the " Covenants" ), Executive shall be entitled to receive the following:

6.1.1. a lump sum payment equal to 50% of Executive' s base salary (at the rate in effect on the date of termination); and


6.1.2. an annual bonus for the fiscal year of termination equal to 25% of Executive' s base salary (at the rate in effect on the date of termination), if corporate and individual performance for the portion of the fiscal year that has transpired prior to the date of termination meet or exceed a pro-rata portion of the corporate and individual performance goals specified by the Company under Section 3.2 for that fiscal year; and

6.1.3. waiver of the applicable premium for COBRA continuation coverage for a period of six months.

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The severance benefits described in this Section 6.1 are in lieu of, not in addition to, any other severance arrangement maintained by the Company.


6.2. Other Terminations . In the event of any cessation of Executive' s employment other than as described above in Section 6.1 , all salary, benefits and other compensation will cease at the time of such termination and, subject to the terms of any benefit plans then in force and applicable to Executive, the Company will have no further liability or obligation hereunder by reason of such termination.


6.3. Mitigation . Except as may be expressly provided elsewhere in this Agreement, the Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 6 (whether by seeking new employment or in any other manner). No such payment shall be reduced by earnings that the Executive may receive from any other source.


SECTION 7. Modified Reduction . Notwithstanding any other provisions of this Agreement to the contrary, in the event that any payments or benefits received or to be received by Executive in connection with Executive' s employment with the Company (or termination thereof) would subject Executive to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the " Excise Tax" ), and if the net after-tax amount (taking into account all applicable taxes payable by Executive, including without limitation any Excise Tax) that Executive would receive with respect to such payments or benefits does not exceed the net after-tax amount Executive would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to Executive without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and as to the type specified by Executive.


SECTION 8. Condition to Severance Payments . All severance payments and other benefits provided under Section 6.1 are conditioned on Executive' s continuing compliance with this Agreement and the Company' s policies and Executive' s execution (and non-revocation) of a release of claims and covenant not to sue substantially in the form provided in Exhibit B upon termination of employment.

SECTION 9. Insurance and Indemnification . The Company will keep in effect during Executive' s employment and for three (3) years thereafter director and officer' s liability insurance comparable in amount and scope to its present policy covering current and former directors and officers. The Company will indemnify Executive for acts performed or omissions made in his capacity as an officer or director of the Company to the extent provided in the Company' s by-laws, as in effect on the date hereof.

SECTION 10. Definitions .

10.1. Base Salary . " Base Salary" means Executive' s annualized base salary under Section 3.1 .

10.2. Cause . " Cause" means the occurrence of any of the following: (1) Executive' s refusal, failure or inability to perform (other than due to illness or disability) his duties or to follow the lawful directives of the Board; in such event prior to termination, the Board shall provide written notice of the bases of termination, meet with Executive within five days of the notice of termination, and Executive shall have ten days thereafter to cure the conduct; (2) misconduct or gross negligence by Executive in the course of employment; (3) Executive' s conviction of, or the entry of a plea of guilty or nolo contendere to, a crime involving moral turpitude or that otherwise could reasonably be expected to have an material adverse effect on the operations, condition or reputation of the Company, (4) a material breach by Executive of any agreement with, lawful policy of or fiduciary duty owed to the Company; or (5) alcohol abuse or use of controlled drugs other than in accordance with a physician' s prescription. For avoidance of doubt, a cessation of employment due to a disability entitling Executive to benefits under any Company maintained or provided long-term disability plan or policy will not constitute a termination by the Company " without Cause."


10.3. Good Reason . " Good Reason" means, without Executive' s express written consent, a material adverse change to Executive' s duties or responsibilities, unless Executive is provided with comparable duties and responsibilities with respect to the same business unit, or a change in Executive' s reporting obligations.


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However, the foregoing will not constitute Good Reason unless: (x) the Executive provides the Company with written objection to the event or condition within 90 days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition within fifteen (15) days of receiving that written objection, and (z) the Executive resigns his employment within thirty (30) days following the expiration of that cure period.


SECTION 11. Covenants . In recognition of the compensation, incentive compensation opportunities and severance protection provided to Executive pursuant to this Agreement, the Executive agrees to be bound by the provisions of this Section 11 . These provisions will apply without regard to whether any cessation of the Executive' s employment is initiated by the Company or the Executive, and without regard to the reason for that cessation.

11.1. Non-Solicitation and Non-Competition . While employed by the Company and for the six month period following the cessation of that employment for any reason (without regard to whether that cessation is initiated by Executive or the Company), Executive will not do any of the following, directly or indirectly, without the prior written consent of the Company (except in his capacity as an officer or director of the Company):

11.1.1. solicit, entice or induce any person, firm or corporation who or which is a client or customer of the Company or any of its subsidiaries to become a client or customer of any other person, firm or corporation involved in activities that are the same as, or in direct competition with, the business activities carried on by the Company (or being definitively planned by the Company at the time of the cessation of Executive' s employment)(a " Competing Business" );

11.1.2. influence or attempt to influence any customer of the Company or its subsidiaries to terminate or modify any written or oral agreement or course of dealing with the Company or its subsidiaries;


11.1.3. influence or attempt to influence any person to terminate or modify any employment, consulting, agency, distributorship, licensing or other similar relationship or arrangement with the Company or its subsidiaries; or


11.1.4. engage in (as a principal, shareholder, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any Competing Business. Nothing contained in this subsection shall prevent Executive from holding for investment up to five percent (5%) of any class of equity securities of a company whose securities are publicly traded on a national securities exchange or in a national market system.


11.2. Non-Disclosure . Executive shall not use for Executive' s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than Company, any " Confidential Information ," which term shall mean any information regarding the business methods, business policies, policies, procedures, techniques, research or development projects or results, historical or projected financial information, budgets, trade secrets, or other knowledge or processes of, or developed by, Company or any other confidential information relating to or dealing with the business operations of Company, made known to Executive or learned or acquired by Executive while in the employ of Company, but Confidential Information shall not include information otherwise lawfully known generally by or readily accessible to the general public. The foregoing provisions of this subsection shall apply during and after the period when the Executive is an employee of the Company and shall be in addition to (and not a limitation of) any other legally applicable protections of the Company' s interest in confidential information, trade secrets, and the like. At the termination of Executive' s employment with Company, Executive shall return to the Company all copies of Confidential Information in any medium, including computer tapes and other forms of data storage.

11.3. Intellectual Property & Company Creations .


11.3.1. Ownership . All right, title and interest in and to any and all ideas, inventions, designs, technologies, formulas, methods, processes, development techniques, discoveries, computer programs or instructions (whether in source code, object code, or any other form), computer hardware, algorithms, plans,


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customer lists, memoranda, tests, research, designs, specifications, models, data, diagrams, flow charts, techniques (whether reduced to written form or otherwise), patents, patent applications, formats, test results, marketing and business ideas, trademarks, trade ...