8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2014

VICON INDUSTRIES, INC.

(Exact Name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
Organization)		Identification No.)

131 Heartland Blvd., Edgewood, New York	11717
(Address of Principal Executive Offices)	(Zip Code)

(631) 952-2288

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c), (d), (e)

Appointment of New Chief Executive Officer and Director

Eric Fullerton, age 59, was appointed Chief Executive Officer of Vicon Industries, Inc. (the “Company”), effective as of September 10, 2014 (the “Commencement Date”). Mr. Fullerton has also been appointed as a member of the Company’s Board of Directors, effective as of the Commencement Date, to serve until the Company’s next annual shareholder’s meeting, where he will stand for reelection for a three year term.

Prior to joining the Company, Mr. Fullerton served as Chief Sales and Marketing Officer at Milestone Systems A/S, a leading provider of open platform IP video management software, since 2007, and before that as its VP Americas since 2004. Mr. Fullerton was previously Chief Executive Officer of the IT security company netVigilance, Inc. Before that, he was the General Manager of Intel's Converged Edge and Network Systems Divisions. Prior to working at Intel, Mr. Fullerton was Chief Executive Officer of Cray Communications, which was acquired by Intel in 1997. Mr. Fullerton also served as Managing Director of NOKIA's Consumer Electronics and Telecommunications divisions in Denmark.

In connection with his appointment, Mr. Fullerton and the Company entered into an at-will employment offer letter agreement, dated September 10, 2014, effective as of September 10, 2014 (the “Agreement”). Pursuant to the Agreement, Mr. Fullerton will receive an initial base salary of $300,000 per year and is eligible to receive a discretionary bonus during his first full fiscal year of employment for the Company’s fiscal year ending September 30, 2015, subject to achievement of performance goals and objectives to be established by the Company’s Board of Directors. The Company will also reimburse Mr. Fullerton for reasonable costs and expenses of relocation and for temporary housing in an amount not to exceed $3,500 per month for up to the first twelve months of his employment. It is expected that Mr. Fullerton will relocate to the Company’s headquarters in Edgewood, New York within the first twelve months of his employment. Mr. Fullerton is also entitled to participate in the Company’s health and welfare programs.

Under the terms of the Agreement, Mr. Fullerton will be eligible to receive up to 600,000 shares of the Company’s common stock (the “Shares”). The Shares will be issued pursuant to a Stock Agreement, dated September 10, 2014, between the Company and Mr. Fullerton and will be issued in four equal installments on each of the first four anniversaries of the Commencement Date, provided Mr. Fullerton is then employed by the Company. Notwithstanding the foregoing, 50,000 of the Shares otherwise issuable to Mr. Fullerton on the first anniversary of the Commencement Date will instead be issued to Mr. Fullerton upon the Company’s Board of Directors’ approval of a restructuring plan for Fiscal Year 2015 which is submitted by Mr. Fullerton to the Board within the first ninety days of his employment, provided Mr. Fullerton is then employed by the Company. The Shares will be granted outside of the Company’s shareholder approved equity incentive plan as an inducement material to Mr. Fullerton’s acceptance of employment pursuant to Section 711(a) of the NYSE MKT Company Guide. The foregoing is a summary description of the Stock Agreement and is qualified in its entirety by reference to the full text of the Stock Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

The Agreement provides that if Mr. Fullerton’s employment with the Company is terminated by the Company for any reason other than “cause” (as defined in the Agreement), Mr. Fullerton will be entitled to continuation of his base salary for twelve months; provided, however, that, if his employment with the Company is terminated by the Company for any reason other than “cause” after the first year of his employment, Mr. Fullerton will only be entitled to such severance if he had completed his relocation to the Company’s headquarters. Further, any severance will cease immediately upon commencement of Mr. Fullerton’s employment with another company.

As a condition of employment, Mr. Fullerton has entered into a confidentiality and non-solicitation agreement with the Company. Mr. Fullerton is also subject to non-competition covenants that prohibit him from engaging in certain activities during the period of his employment with the Company.

The foregoing is a summary description of the terms and conditions of the Agreement and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

There are no family relationships between Mr. Fullerton and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related party transactions involving the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K related to Mr. Fullerton.

Resignation of Chief Executive Officer and Directors

In connection with Mr. Fullerton’s appointment as Chief Executive Officer and a Director of the Company, Kenneth M. Darby resigned from his positions as Chief Executive Officer, and as Chairman and a Director of the Board of Directors of the Company, effective as of the close of business on September 10, 2014.

Also effective as of the close of business on September 10, 2014, Charles Chestnutt resigned from his position as a Director of the Company, but will continue to serve as Executive Vice President and Chief Operating Officer of the Company.

Item 8.01.Other Events.

On September 11, 2014 the Company issued a press release announcing the appointment of Mr. Fullerton as its new Chief Executive Officer. A copy of that press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Offer letter agreement, dated as of September 10, 2014, effective as of September 10, 2014, by and between Vicon Industries, Inc. and Eric Fullerton
10.2	Stock Agreement, dated September 10, 2014, by and between Vicon Industries, Inc. and Eric Fullerton
99.1	Press release dated September 11, 2014

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 11, 2014

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Senior Vice President, Finance and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer letter agreement, dated as of September 10, 2014, effective as of September 10, 2014, by and between Vicon Industries, Inc. and Eric Fullerton
10.2	Stock Agreement, dated September 10, 2014, by and between Vicon Industries, Inc. and Eric Fullerton
99.1	Press release dated September 11, 2014

EX-10.1

EXHIBIT 10.1

September 10, 2014

Mr. Eric Fullerton

[address of Mr. Eric Fullerton]

Dear Eric:

On behalf of the Board of Directors (the “Board”) of Vicon Industries, Inc., a corporation organized under the laws of the State of New York (the “Company”), we are pleased to offer you the position of Chief Executive Officer (“CEO”) of the Company in accordance with the terms and conditions set forth in this offer letter. Your employment with the Company will commence on September 10, 2014, or such later date as mutually agreed to by us (the “Employment Effective Date”).

This offer is expressly conditioned upon satisfaction of the following conditions: (1) completion of background, education and reference checks, (2) delivery of evidence of your release from any non-competition, or similar restrictions of which you have made the Company aware in writing, (3) delivery of evidence of the termination of your current employment, (4) satisfactory completion of the Company’s Director Questionnaire, and (5) your execution of the Company’s “Invention Assignment and Confidentiality Agreement” (the “Confidentiality Agreement”). If the foregoing conditions are not completed to the satisfaction of the Company in its sole discretion, this offer letter will have no effect, will not be binding on the Company, and neither you nor the Company will have rights or obligations hereunder.

As the CEO of the Company, you will report directly to the Board. Your duties and responsibilities will be those customarily performed by a CEO, plus any additional duties or responsibilities as may be assigned by the Board. You are expected to perform your duties and responsibilities diligently, applying the highest degree of professionalism and integrity to every aspect of these duties and responsibilities.

This is an offer for a full-time position based principally at the Company’s offices located in Edgewood, New York. However, you may be required to travel to our other offices or to other locations for business-related purposes.

Concurrent with your appointment as CEO, you will be appointed as a member of the Board, and will serve as a director until the next annual shareholder’s meeting, where you will stand for reelection for a three year term. In that capacity, you will be closely involved with the Board in setting the Company’s overall strategic direction.

Base Compensation:

Your initial base salary will be $300,000 per annum, paid in bi-weekly installments of $11,538.46, less standard payroll deductions and tax withholdings. In addition to your base compensation, you will also receive automobile lease payments in an amount not to exceed $500 per month.

You will be eligible to participate in the Company’s standard employee health and welfare plans pursuant to the terms and conditions of the plans and applicable policies, as they may be modified or terminated from time to time in the Company’s discretion. As an officer and director of the Company, you will also participate in the Company’s Directors and Officers liability coverage plan. You will initially be entitled to three weeks of paid vacation per year unless entitled to more under the Company’s vacation policy.

Your legitimate and documented business expenses incurred on behalf of the Company will be reimbursed by the Company in accordance with the Company’s standard reimbursement policies.

Discretionary Bonus:

The Company currently has a fiscal year ending September 30^th. During your first full fiscal year of employment (e.g., the fiscal year ending September 30, 2015), you will be eligible to receive a discretionary bonus. The amount of any such bonus will be determined by the Board based on the achievement of performance goals and objectives to be established by the Board and communicated to you.

Equity:

Subject to customary regulatory approval, you will be eligible to receive up to 600,000 shares of the Company’s common stock as an inducement to join the Company pursuant to a separate agreement to be entered into by you and the Company. The shares will be issued in four equal installments of 150,000 shares on each of the first four anniversaries of the Employment Effective Date, provided you are then employed by the Company.

Notwithstanding the foregoing, during the first 90 days of your employment, you will be expected to submit a restructuring plan for Fiscal Year 2015 to the Board. Upon acceptance of that plan by the Board, 50,000 shares of the 150,000 shares designated to be issued to you on the first anniversary of the Employment Effective Date will instead be issued promptly following such acceptance, provided you are then employed by the Company. The remaining 100,000 shares with respect to the first year of your employment will be issued on the first anniversary of the Employment Effective Date provided you are then employed by the Company.

Relocation and Housing:

In connection with your transition to the Company’s headquarters in New York, Vicon will reimburse your out-of-pocket costs for temporary housing in an amount not to exceed $3,500 per month for up to the first 12 months of your employment. It is expected that you will relocate to the Company’s headquarters within the first 12 months of employment.

The Company will also reimburse you for the reasonable and documented expenses associated with the relocation of your household goods from Oregon to New York.

Severance:

During your first year of employment, should your employment be terminated for any reason other than “cause,” you will be entitled to one (1) year of severance (base pay only) paid as a continuation of salary.

After your first year of employment, should your employment be terminated for any reason other than “cause,” and assuming that you have completed your relocation to the Company’s headquarters in New York at that time, you will be entitled to one (1) year of severance (base salary only) paid as a continuation of salary and measured from the date of termination. Any severance will cease immediately upon commencement of your employment with another company. For purposes of this offer letter, “cause” shall have its usual and customary meaning and shall specifically include a failure to comply with directives of the Board.

Compliance with Company Policies:

As a condition of continued employment, you acknowledge that you are required to abide by the Company’s policies and procedures, as such may be modified from time to time in the Company’s sole discretion.

Protection of Third Party Rights:

In your work for the Company, you are expected not to make any unauthorized use or disclosure of any confidential information or materials, including trade secrets, of any former employer or other third party; and not to violate any lawful agreement that you may have with any third party. In executing this offer letter, you represent that you are able to perform your job duties within these requirements, and that you are not in unauthorized possession or control of any confidential documents, information, or other property of any third party (including any former employer). In addition, you represent that you have disclosed to the Company in writing any agreement (including any amendments or addenda thereto) you may have with any third party (including any former employer) which may limit or restrict your ability to perform your duties to the Company hereunder or which could present a conflict of interest with the Company, including, but not limited to, disclosure of any contractual restrictions or limitations on competitive activities or solicitations.

Non-Competition:

During your employment by the Company, you will not, without the express written consent of the Board, directly or indirectly serve as an officer, employee, director, shareholder, member, partner, investor, joint venturer, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company. Without limiting the foregoing, you will be subject to certain restrictions (including restrictions continuing after your employment ends) relating to competition and non-solicitation under the terms of the Confidentiality Agreement.

Arbitration:

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, or interpretation of this offer letter, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successors by a single arbitrator. The arbitration will be held in New York, New York, or such other location as then-agreed by the parties. Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures for employment disputes.

Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.

Miscellaneous:

This offer letter forms the complete and exclusive statement of your agreement with the Company regarding the subject matter hereof. It supersedes and replaces any and all other agreements, promises or representations made to you by anyone concerning your employment terms. This offer letter may not be amended or modified except by a written modification signed by you and a duly authorized officer of the Company, with the exception of those changes expressly reserved to the Company’s discretion. This offer letter is governed by the laws of the state of New York, without reference to conflicts of law principles. This offer letter may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.

Your employment relationship with the Company is employment “at-will.” Accordingly, you may terminate your employment with the Company at any time and for any reason; and the Company may terminate your employment at any time with or without cause or prior notice.

To confirm your terms of employment, please sign and date this offer letter and return at your earliest convenience. Please let me know if you have any questions.

* * * * *

Eric, we look forward to working with you to build upon past successes and enhance the proud history of the Company.

Sincerely,

/s/ Julian A. Tiedemann

Julian A. Tiedemann

Vicon Board of Directors

Terms Agreed and Accepted:

/s/ Eric Fullerton    

Eric Fullerton

Date: September 10, 2014

EX-10.2

EXHIBIT 10.2

STOCK AGREEMENT

STOCK AGREEMENT (this “Agreement”) dated as of September 10, 2014 by and between VICON INDUSTRIES, INC., a New York corporation (the “Corporation”), and ERIC FULLERTON (the “Employee”).

WITNESSETH:

WHEREAS, the Board of Directors of the Corporation (the “Board”), including all of the independent members of the Board, have determined that it is desirable and in the best interests of the Corporation to issue to the Employee shares of common stock of the Corporation under this Agreement (i) to induce Employee to enter into the employ of the Corporation pursuant to an employment offer letter between the Corporation and Employee of even date herewith, and (ii) as an incentive for the Employee to advance the interests of the Corporation; and

WHEREAS, the Employee desires to accept such shares subject to the restrictions and other provisions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.Agreement to Issue. Subject to the terms and conditions set forth herein, the Corporation hereby agrees to issue to the Employee up to 600,000 shares (the “Shares”) of the Corporation’s common stock, par value $.01 per share (“Common Stock”). The Shares shall be issued on the issuance dates set forth in the table below (each, an “Issuance Date”), provided that Shares shall be issued on an Issuance Date only if the Employee is then employed by the Corporation or a subsidiary thereof. Notwithstanding the foregoing, 50,000 shares of the 150,000 shares designated to be issued on September 10, 2015 shall be issued to the Employee earlier upon the approval by the Board of a restructuring plan for the Corporation’s fiscal year ending September 30, 2015, which plan shall be submitted to the Board by the Employee no later than December 9, 2014.

Issuance Date	Shares to be Issued (1)
September 10, 2015	150,000 Shares
September 10, 2016	An additional 150,000 Shares
September 10, 2017	An additional 150,000 Shares
September 10, 2018	An additional 150,000 Shares
_____________ (1) Such number and kind of Shares shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, reorganization or any other similar change in the capital structure of the Corporation.

2.Dividend, Voting and Other Rights. Employee shall not have any rights as a shareholder of the Corporation with respect to the Shares, including the right to vote the Shares or receive any dividends that may be paid thereon, unless and until (i) the Employee has satisfied all requirements for the issuance of such Shares pursuant to the terms of this Agreement, and (ii) the issuance of such Shares has been entered into the books and records of the Corporation.

3.Restrictions on Transfer. Employee hereby confirms that Employee has been informed that the Shares may be restricted securities under the Securities Act of 1933, as amended (the “Act”), upon their issuance and in such event may not be resold or transferred unless the Shares are first registered under the federal securities laws or unless an exemption from such registration is available. Employee further confirms, and represents and warrants to the Corporation, that he is an “accredited investor” under the Act.

4.Legend on Shares. Each certificate evidencing Shares that are restricted securities under the Act shall be stamped or otherwise imprinted with legends in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAW.

5.Withholding. If any Federal, state or local taxes of any kind are required by law to be withheld with respect to the Shares or their issuance (or any distributions of other securities or property (including cash) thereon or issued in replacement thereof), (i) the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to the Employee any Federal, state or local taxes of any kind required by law to be withheld with respect to the Shares; and (ii) if payment of the required tax is not made by the Employee, the Corporation may, at its option, redeem and cancel a sufficient number of Shares at their fair market value, to pay any tax required to be withheld.

6.No Right to Retention. This Agreement shall not entitle the Employee to any right or claim to be employed or retained by the Corporation or any subsidiary thereof or limit the right of the Corporation or any subsidiary thereof to terminate the Employee’s employment with the Corporation or any subsidiary thereof or to change the terms of such employment.

7.Resolution of Disputes. To ensure the rapid and economical resolution of disputes that may arise in connection with this Agreement, the Corporation and the Employee each agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successors by a single arbitrator. The arbitration will be held in New York, New York, or such other location as then-agreed by the parties.

8.Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the Corporation, the Employee, the respective successors or heirs and personal representatives and permitted assigns of the Corporation and the Employee.

9.Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes other prior and contemporaneous arrangements or understandings with respect thereto. This Agreement cannot be changed or terminated orally.

10.Notices. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one business day after the business day of transmission if sent by telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or (c) one business day after the business day of deposit with the carrier, if sent by Express Mail, Federal Express or other express delivery service (receipt requested), in each case to the appropriate addresses, telex numbers and telecopier numbers (or to such other addresses, telex numbers and telecopier numbers as a party may designate as to itself by notice to the other parties), if to the Employee at Employee’s address on the records of the Corporation, and if to the Corporation, to Vicon Industries, Inc., 131 Heartland Boulevard, Edgewood, New York 11717.

11.Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

12.Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

13.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability. Such prohibition or unenforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed wholly therein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

Name: John M. Badke

Title: Senior Vice President, Finance and

Chief Financial Officer

/s/ Eric Fullerton

Eric Fullerton, Employee

EX-99.1

EXHIBIT 99.1

Vicon Names Eric Fullerton Chief Executive Officer and Director

Edgewood, NY: (September 11, 2014) - Vicon Industries, Inc. (NYSEMKT: VII) today announced that its Board of Directors has appointed Eric Fullerton, formerly Chief Sales and Marketing Officer of Milestone Systems A/S, to succeed Kenneth M. Darby as Chief Executive Officer and as a Director of Vicon.

In its search for a new CEO, the Board sought a candidate who could return Vicon to prominence in the video security and surveillance systems market and also integrate the businesses and operations of Vicon and IQinVision, Inc. following their recently completed merger.

“We had very specific criteria for our new CEO, and we were highly strategic about finding the right person - Eric is that person,” said Julian A. Tiedemann, a Vicon Director, “No one better understands the market intersection of video management software and HD/megapixel cameras, which he demonstrated during his 10 year tenure at Milestone Systems, the world’s leading provider of open platform IP video management software. Eric has a recognized ability to set strategy, lead teams and drive growth and innovation at the highest level. He is also a natural cultural fit for Vicon. This is a great development for our company.”

Following senior positions at netVigilance, Inc., Intel and Nokia, Fullerton joined Denmark based Milestone Systems A/S in 2004. During his tenure, the company grew from start-up to more than $70M in revenue and was named a Europe Fast 500 company.

“It is a great privilege to be asked to lead Vicon at this important juncture in the company’s history,” said Fullerton. “I see great opportunities ahead for us by combining IQinVision’s strong brand in HD/megapixel cameras with the long history that Vicon has in video management systems. I look forward to joining this great team.”

Today’s announcement concludes a transition process that began when Mr. Darby announced his decision to retire in February 2013.

“The Board has been working diligently to ensure we found a leader who could build on our long history and take full advantage of the extraordinary opportunities that lie ahead for Vicon,” said Arthur Roche, a Vicon Director. “On behalf of the Board, we thank Ken for his tireless leadership.”

In connection with Mr. Fullerton’s appointment as CEO, Vicon will issue to him an inducement award consisting of up to 600,000 shares of common stock. The shares will be issued in four equal amounts on each of the first four anniversaries of Mr. Fullerton’s employment, subject in each case to his continued employment with Vicon on such dates. However, 50,000 shares of the 150,000 shares allocated to the first year of Mr. Fullerton’s employment will be issued earlier upon the Vicon Board of Directors’ approval of a restructuring plan for Fiscal Year 2015, to be submitted by Mr. Fullerton to the Board within the first ninety days of his employment. The award was made outside of Vicon’s shareholder approved equity incentive plan and was unanimously approved by the independent directors of Vicon’s Board of Directors as an inducement material to Mr. Fullerton entering into employment with Vicon, pursuant to Section 711(a) of the NYSE MKT Company Guide.

ABOUT VICON

Vicon Industries, Inc. (NYSEMKT: VII) is an industry-leading designer, producer and marketer of video management systems and components and HD/megapixel cameras used for security, surveillance, safety and control purposes. With nearly 50 years in business, the company is unrivalled in experience developing video surveillance technologies. Vicon systems are employed worldwide in high-profile, enterprise-scale installations by a diverse range of customers, including governments, Fortune 500 companies, private and public institutions, and global transit and commerce hubs.