UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMM9gq53s+pFRa/Oh+GtetYY0rcU52qr0v6lfLwrxrhsPJTU9JGSUuMF7dFFEDDy ms3iYN08GF+vmEo683crSA== 0000020232-07-000056.txt : 20071031 0000020232-07-000056.hdr.sgml : 20071030 20071031165249 ACCESSION NUMBER: 0000020232-07-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20071026 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHYRON CORP CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09014 FILM NUMBER: 071203460 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 8-K 1 k8oct26071.htm UNITED STATES 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): October 26, 2007

CHYRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)

New York	1-9014	11-2117385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Hub Drive
Melville, New York	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (631) 845-2000

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))

1.01 Entry into a Material Definitive Agreement

On October 26, 2007, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Chyron Corporation (the "Company") amended the Employment Agreement for the Company's President and Chief Executive Officer, Mr. Michael Wellesley-Wesley (the "CEO Employment Agreement"). The CEO Employment Agreement was amended as follows: (i) the expiration date was extended from February 21, 2008 to August 31, 2008 and the automatic renewal provision was deleted and replaced with a provision requiring the parties to begin good faith negotiations of an extension within 120 days before the end of the term; (ii) the base salary was changed from being paid in U.K. Pounds Sterling to U.S. dollars, so the CEO's base salary is now $442,000 per annum; (iii) a commutation allowance of $1,500 per month was added, and (iv) conforming changes were made to make the agreement compliant with the final regulations adopted under Section 409A of the Internal Reven ue Code. The CEO Employment Agreement was made effective as of October 1, 2007.

As part of this process, the Company also amended the Terms of Severance Agreement for the Company's Senior Vice President and Chief Financial Officer, Mr. Jerry Kieliszak (the "Severance Agreement"), and the Change-in-Control Agreements for Mr. Wellesley-Wesley, Mr. Kieliszak and the Company's Senior Vice President and Chief Operating Officer, Mr. Kevin Prince (the "Change-in Control Agreements"). The Severance Agreement and the Change-in-Control Agreements were amended to conform to the final regulations adopted under Section 409A of the Internal Revenue Code.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

CHYRON CORPORATION

	By:	/s/ Jerry Kieliszak
	Name:	Jerry Kieliszak
	Title:	Senior Vice President and
		Chief Financial Officer

Exhibit No.	Description

10.1	Change-in-Control Agreement between Chyron Corporation and M. Wellesley-Wesley, dated October 26, 2007.
10.2	Change-in-Control Agreement between Chyron Corporation and J. Kieliszak, dated October 26, 2007.
10.3	Change-in-Control Agreement between Chyron Corporation and K. Prince, dated October 26, 2007.
10.4	Employment Agreement between Chyron Corporation and M. Wellesley-Wesley, dated October 26, 2007.
10.5	Terms of Severance Agreement between Chyron Corporation and J. Kieliszak, dated October 26, 2007.

Date: October 30, 2007

EX-10.1 2 mwwcic1.htm CHYRON CORPORATION CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747

October 26, 2007

Mr. Michael Wellesley-Wesley
145 East 81st St., Apt. 11A

New York, N.Y. 10028

Re: Change-in-Control Agreement

Dear Michael:

The following sets out our agreement to amend (the "Amendment") your Employment Agreement dated October 26, 2007 (the "Agreement") with Chyron Corporation (the "Company") with respect to severance payments to be paid to you if your termination of employment is "related to" a "Change-in-Control" and is either: (i) without "Cause," or (ii) a "Resignation with Good Reason" (collectively, a "Severance Event") (all as defined below). This Amendment is an amendment and restatement of the Change-in-Control Agreement dated August 10, 2006 between you and the Company. This Amendment replaces all severance benefits payable to you as a result of a Change-in-Control as previously set forth in the Agreement or in any executive retention program maintained by the Company as of the date hereof. This Amendment shall not affect any other severance benefits set forth in your Agreement.

1. Severance Benefits.

1.1 In the event of a Severance Event, the Company shall pay you severance equal to the following: (i) an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability, and health insurance plans, as described further below (the "Severance Benefits"). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any shorter periods provided for by the Stock Op tion Plan as a result of the termination of your employment.

1.2 Following a Severance Event, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within two (2) business days from the date of your termination.

1.3 Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up.

1.4 The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company.

1.5 The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group life insurance plan as of the date of this Amendment, that is, $500,000.

1.6 The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that you may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company's insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment.

1.7 The Severance Salary, Severance Bonus, Severance Benefits and the Gross-Up Payments (as defined in Section 4) provided hereunder are intended to comply

with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth in Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) if the amount payable to you hereunder in such event shall exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for such year, such amount shall be paid as otherwise specified in Section 1.2 and Section 4, provided that the amount in excess of the foregoing limitation shall be subject to the provisions of Section 3 and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

1.8 The Company shall indemnify you and hold you harmless, on an after-tax basis, from any taxes, costs, expenses, penalties, fines, interest or other liabilities that result from the application of Section 409A of the Code in connection with payments you receive under this Amendment, as long as you have complied with the terms of this Amendment. Any such payments made under this Section shall be made on a grossed-up basis.

2. Definitions. The defined terms used herein have the following meanings:

2.1 "Cause" means that you (i) are convicted of a felony crime; (ii) willfully commit any act or willfully omit to take any action in bad faith and to the material detriment of the Company; (iii) commit an act of active and deliberate fraud against the Company; or (iv) materially breach any term of the Agreement or any written policy of the Company which could expose the Company to significant damages (including, but not limited to breach of the Company's anti-discrimination or harassment policies) and fail to correct such breach within ten (10) days after written notice thereof.

2.2 "Change-in-Control" means (i) the acquisition, directly or indirectly, by any individual, entity or group, or a Person (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) of ownership of 30% or more of either (a) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); (ii) individuals who, as the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination

for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of common stock of the Company resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

2.3 "Related to" a "Change-in-Control" means the reason for your termination of employment is the Change-in-Control or a reason connected with the Change-in-Control regardless of whether the decision to terminate your employment and/or the effective date of your termination is prior to or after the effective date of the Change-in-Control. However, if the effective date of the termination of employment is eighteen months (18) or more after the effective date of a Change-in-Control, the termination of employment will be deemed to be unrelated to the Change-in-Control.

prior to the Severance Event; or (iv) in the event of and after the occurrence of a Severance Event, the Company's requiring you to be based at any office or location other than in New York City or Long Island. You must provide notice to the Company of the existence of any of the conditions described in clauses (i) through (iv) above within a period of 90 days of the initial existence of such condition and the Company shall have a period of 30 days following receipt of such notice during which it may remedy such condition. In the event of your failure to deliver timely notice as set forth herein or in the event of the Company's timely remedy of any condition described in clause (i) through (iv) you shall not be entitled to a Resignation with Good Reason.

3. Delayed Payment Under Section 409A. Notwithstanding anything in Section 1 or Section 4 to the contrary, in the event that you become entitled to payment of cash compensation under Section 1 or Section 4 that is not exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, including any amount in excess of the limitation set forth in Section 1.7, (i) if you are considered to be a "key employee" for purposes of Section 409A with respect to such payment, then (A) payment shall not commence until the end of the six (6) month period beginning on your "separation from service date" (within the meaning of Section 409A of the Code) and (B) the aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 3 will be paid in a lump sum at the end of such period; or (ii) if you are not a "key employee," then payment shall not commence unt il you have incurred a separation from service within the meaning of Section 409A of the Code.

4. Golden Parachute Excise Tax.

4.1 Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to you under this Amendment and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then (4.1(a)) or (4.2(b)) below shall apply:

(a) In the event that the Total Payments (without regard to this Section 4) do not exceed 115% of the maximum amount that could be paid to you without becoming subject to the Excise Tax, then notwithstanding anything in this Amendment to the contrary the amount payable to you under Section 1 above shall be reduced such that the value of the aggregate Total Payments that you are entitled to receive shall be one dollar ($1) less than such maximum amount.

(b) In the event that the Total Payments (without regard to this Section 4) exceed 115% of the maximum amount that could be paid to you without becoming subject to the Excise Tax, then you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount that will place you in substantially the same after-tax economic position that you

would have enjoyed if the Excise Tax had not applied to the Total Payments.

4.2 Determination by Accounting Firm. Subject to the provisions of Section 4.3 below, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and you. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the end of your taxable year following the end of your taxable year in which you remit such taxes Any determination by the Accounting Firm sh all be binding upon the Company and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.3 and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit.

4.3 Company's Right to Contest Excise Tax. You agree to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies you in writing prior to the expiration of such period that it desires to contest such claim, you agree to:

(a) give the Company any information reasonably requested by the Company relating to such claim,

(b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(d) permit the Company to participate in any proceedings relating to such claim.

Without limitation on the foregoing provisions of this Section 4.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs you to pay such claim and sue for a refund, the Company shall reimburse the amount of such payment to you, on an after-tax and interest-free basis (the "Reimbursement"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify you in writing of its desire to contest the claim, the Company shall pay you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

4.4 Repayment to the Company. If, after your receipt of a Reimbursement pursuant to Section 4.3, you become entitled to receive any refund with respect to the claim to which the Reimbursement relates, you shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after your receipt of a Reimbursement pursuant to Section 4.3, a determination is made that you are not entitled to any refund with respect to such claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the Reimbursement shall be forgiven and shall not be required to be repaid and the amount of such reimbursement shall offset the amount of the additional Gross-Up Payment then required to be paid to you.

1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for such year, and (iii) no payment may be made to you thereunder later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

4.6 Further Assurances. The Company shall indemnify you and hold you harmless, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities ("Losses") incurred by you with respect to the exercise by the Company of any of its rights under Section 4, including, without limitation, any Losses related to the Company's decision to contest a claim or any imputed income to you resulting from any Advance or action taken on your behalf by the Company pursuant to this Section 4. The Company shall pay all legal fees and expenses incurred under this Section 4 and shall promptly reimburse you for the reasonable expenses you incurred in connection with any actions taken by the Company or required to be taken by you under this Section 4. The Company also shall pay all of the fees and expenses of the Accounting Firm.

5. Term. This Amendment shall continue in effect until your employment with the Company is terminated.

6. Miscellaneous.

6.1 All other terms of the Agreement shall remain in full force and effect.

6.2 This Amendment sets forth the entire agreement between the parties hereto as to the subject matter herein, and cannot be amended, modified or terminated except by an agreement in writing executed by the parties hereto. Notwithstanding the foregoing, the Company may amend this Amendment and/or the Agreement, without your consent, in such manner as the Company may determine, in its sole discretion, to be necessary for such Agreement to comply with, or be exempt from, Section 409A. Any such amendment shall be delivered to you promptly upon adoption.

6.3 In the event that any provision of this Amendment is invalid, illegal or unenforceable, the remainder of hereof shall be construed without taking into effect such invalid, illegal or unenforceable provision.

6.4 This Amendment shall be governed by the laws of the State of New York without regard to the principles of the conflicts of laws of such state.

6.5 This Amendment may be executed in several counterparts or by separate instruments and by facsimile transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

6.6 In the event you bring any action or proceeding to enforce your rights under this Amendment, the Company shall be required to reimburse you the reasonable fees and costs of your counsel in the event you prevail in such action or proceeding.

6.7 This Amendment shall be assumed by all successors in interest to the Company.

Please acknowledge your acceptance of this Amendment by signing and dating below.

Very truly yours,
Chyron Corporation

By:	/s/ Jerry Kieliszak
Name:	Jerry Kieliszak
Title:	CFO and Senior Vice President


AGREED TO AND ACCEPTED
this 26th day of October 2007

/s/ Michael Wellesley-Wesley
Michael Wellesley-Wesley

EX-10.2 3 jkcic1.htm Chyron Corporation CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

October 26, 2007

Mr. Jerry Kieliszak

3461 Homestead Avenue

Wantagh, New York 11793

Re: Change-in-Control Agreement

Dear Jerry:

The following sets out our agreement to amend (the "Amendment") your Terms of Severance Agreement dated October 26, 2007 (the "Agreement") with Chyron Corporation (the "Company") with respect to severance payments to be paid to you if your termination of employment is "related to" a "Change-in-Control" and is either: (i) without "Cause," or (ii) a "Resignation with Good Reason" (collectively, a "Severance Event") (all as defined below). This Amendment replaces all severance benefits payable to you as a result of a Change-in-Control as previously set forth in the Agreement or in any executive retention program maintained by the Company as of the date hereof. This Amendment shall not affect any other severance benefits set forth in your Agreement.

1. Severance Benefits.

1.1 In the event of a Severance Event, the Company shall pay you severance equal to the following: (i) an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability, and health insurance plans, as described further below (the "Severance Benefits"). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted ac crual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment.

that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment.

1.7 The Severance Salary, Severance Bonus, Severance Benefits and the Gross-Up Payments (as defined in Section 4) provided hereunder are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth in Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) if the amount payable to you hereunder in such event shall exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qual ified plan pursuant to Section 401(a)(17) of the Code for such year, such amount shall be paid as otherwise specified in Section 1.2 and Section 4, provided that the amount in excess of the foregoing limitation shall be subject to the provisions of Section 3 and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

2. Definitions. The defined terms used herein have the following meanings:

amended (the "Exchange Act")) of ownership of 30% or more of either (a) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); (ii) individuals who, as the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initi al assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of common stock of the Company resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities imm ediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

more after the effective date of a Change-in-Control, the termination of employment will be deemed to be unrelated to the Change-in-Control.

2.4 "Resignation with Good Reason" means you giving notice of your resignation as a result of (i) a reduction in your base salary or the cap on your incentive pay; (ii) the assignment to you of any duties inconsistent in any respect with your position (including status, offices, titles and reporting requirements), authority, duties or responsibilities which result in a diminution in such position, authority, duties or responsibilities, whether immediately prior to or after the occurrence of a Severance Event; (iii) the taking of any action by the Company which would adversely affect your participation in, or materially reduce your benefits under any plans, including incentive pay plans or programs, offered by the Company prior to the Severance Event; or (iv) in the event of and after the occurrence of a Severance Event, the Company's requiring you to be based at any office or location other than in New York City or Long Island. You must provide notice to the Company of the exist ence of any of the conditions described in clauses (i) through (iv) above within a period of 90 days of the initial existence of such condition and the Company shall have a period of 30 days following receipt of such notice during which it may remedy such condition. In the event of your failure to deliver timely notice as set forth herein or in the event of the Company's timely remedy of any condition described in clause (i) through (iv) you shall not be entitled to a Resignation with Good Reason.

3. Delayed Payment Under Section 409A. Notwithstanding anything in Section 1 or Section 4 to the contrary, in the event that you become entitled to payment of cash compensation under Section 1 or Section 4 that is not exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, including any amount in excess of the limitation set forth in Section 1.7, (i) if you are considered to be a "key employee" for purposes of Section 409A with respect to such payment, then (A) payment shall not commence until the end of the six (6) month period beginning on your "separation from service date" (within the meaning of Section 409A of the Code) and (B) the aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 3 will be paid in a lump sum at the end of such period; or (ii) if you are not a "key employee," then payment shall not commence un til you have incurred a separation from service within the meaning of Section 409A of the Code.

4. Golden Parachute Excise Tax.

excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then (4.1(a)) or (4.1(b)) below shall apply:

4.2 Determination by Accounting Firm. Subject to the provisions of Section 4.3 below, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and you. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the end of your taxable year following the end of your taxable year in which you remit such taxes. Any determination by the Accounting Firm sh all be binding upon the Company and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.3 and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit.

(a) give the Company any information reasonably requested by the Company relating to such claim,

(d) permit the Company to participate in any proceedings relating to such claim.

4.4 Repayment to the Company. If, after your receipt of a Reimbursement pursuant to Section 4.3, you become entitled to receive any refund with respect to the claim to which the Reimbursement relates, you shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after your receipt of a Reimbursement pursuant to Section 4.3, a determination is made that you are not entitled to any refund with respect to such claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the Reimbursement shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset the amount of the additional Gross-Up Payment then required to be paid to you.

4.5 Additional Amendment. The Agreement is further amended so that the other severance benefits provided thereunder are intended to comply with the exemption from Section 409A of the Code, for involuntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision thereof, (i) no amount shall be payable to you hereunder unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) the amount payable to you thereunder shall not exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for such year, and (iii) no paym ent may be made to you thereunder later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

5. Term. This Amendment shall continue in effect until your employment with the Company is terminated.

6. Miscellaneous.

6.1 All other terms of the Agreement shall remain in full force and effect.

6.4 This Amendment shall be governed by the laws of the State of New York without regard to the principles of the conflicts of laws of such state.

6.7 This Amendment shall be assumed by all successors in interest to the Company.

Please acknowledge your acceptance of this Amendment by signing and dating below.

Very truly yours,
Chyron Corporation


By:	/s/ Michael Wellesley-Wesley
Name:	Michael Wellesley-Wesley
Title:	President & CEO


AGREED AND ACCEPTED
This 26^th day of October 2007

/s/ Jerry Kieliszak
Jerry Kieliszak

EX-10.3 4 cickp1.htm CHYRON CORPORATION CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

October 26, 2007

Mr. Kevin Prince

104 Pond Road

Wilston, CT 06897

Re: Change-in-Control Agreement

Dear Kevin:

The following sets out your agreement (the "Agreement") with Chyron Corporation (the "Company") with respect to severance payments to be paid to you if your termination of employment is "related to" a "Change-in-Control" and is either: (i) without "Cause," or (ii) a "Resignation with Good Reason" (collectively, a "Severance Event") (all as defined below). This Amendment is an amendment and restatement of the Change-in-Control Agreement dated August 10, 2006 between you and the company. This Agreement replaces all severance benefits payable to you as a result of a Change-in-Control as previously set forth in any executive retention program maintained by the Company as of the date hereof.

1. Severance Benefits.

1.1 In the event of a Severance Event, the Company shall pay you severance equal to the following: (i) an amount equal to your base salary for a 12 month period based on your base salary rate in effect immediately prior to a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and (iii) an amount, grossed up for federal, state, and local taxes, in lieu of one year of participation in the Company's life, long-term disability, and health insurance plans, as described further below (the "Severance Benefits"). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment.

that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment.

1.7 The Severance Salary, Severance Bonus, Severance Benefits, and the Gross-Up Payments (as defined in Section 4) provided hereunder are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth in Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) if the amount payable to you hereunder in such event shall exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qual ified plan pursuant to Section 401(a)(17) of the Code for such year, such amount shall be paid as otherwise specified in Section 1.2 and Section 4, provided that the amount in excess of the foregoing limitation shall be subject to the provisions of Section 3 and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

2. Definitions. The defined terms used herein have the following meanings:

amended (the "Exchange Act")) of ownership of 30% or more of either (a) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); (ii) individuals who, as the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided , however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, as a member of the Incumbent Board, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of common stock of the Company resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

more after the effective date of a Change-in-Control, the termination of employment will be deemed to be unrelated to the Change-in-Control.

3. Delayed Payment Under Section 409A. Notwithstanding anything in Section 1 or Section 4 to the contrary, in the event that you become entitled to payment of cash compensation under Section 1 or Section 4 that is not exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, including any amount in excess of the limitation set forth in Section 1.7, (i) if you are considered to be a "key employee" for purposes of Section 409A with respect to such payment, then (A) payment shall not commence until the end of the six (6) month period beginning on your "separation from service date" (within the meaning of Section 409A of the Code) and (B) the aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 3 will be paid in a lump sum at the end of such period; or (ii) if you are not a "key employee," then payment s hall not commence until you have incurred a separation from service within the meaning of Section 409A of the Code.

4. Golden Parachute Excise Tax.

excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then (4.1(a)) or (4.1(b)) below shall apply:

4.2 Determination by Accounting Firm. Subject to the provisions of Section 4.3 below, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent auditors or such other certified public accounting firm reasonably acceptable to you as may be designated by the Company (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and you. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to you as soon as practicable following the date on which you provide the Company evidence of payment of the taxes covered by the Gross-Up Payment, but no later than the end of your taxable year following the end of your taxable year in which you remit such taxes. Any determination by the Accounting Firm s hall be binding upon the Company and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.3 and you thereafter are required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for your benefit.

(a) give the Company any information reasonably requested by the Company relating to such claim,

(d) permit the Company to participate in any proceedings relating to such claim.

4.4 Repayment to the Company. If, after your receipt of a Reimbursement pursuant to Section 4.3, you become entitled to receive any refund with respect to the claim to which the Reimbursement relates, you shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after your receipt of a Reimbursement pursuant to Section 4.3, a determination is made that you are not entitled to any refund with respect to such claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the Reimbursement shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset the amount of the additional Gross-Up Payment then required to be paid to you.

5. Term. This Amendment shall continue in effect until your employment with the Company is terminated.

6. Miscellaneous.

6.1 All other terms of the Agreement shall remain in full force and effect.

6.4 This Amendment shall be governed by the laws of the State of New York without regard to the principles of the conflicts of laws of such state.

6.7 This Amendment shall be assumed by all successors in interest to the Company.

Please acknowledge your acceptance of this Agreement by signing and dating below.

Very truly yours,
Chyron Corporation


By:	/s/ Michael Wellesley-Wesley
Name:	Michael Wellesley-Wesley
Title:	President & CEO


AGREED AND ACCEPTED
This 26^th day of October 2007


/s/ Kevin Prince
Kevin Prince

EX-10.4 5 mww1029071.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT

THIS AGREEMENT (the "Agreement") is being made as of October 26, 2007, effective retroactive to October 1, 2007 by and between CHYRON CORPORATION, a New York corporation (the "Company"), having its principal offices at 5 Hub Drive, Melville, New York 11747, and MICHAEL WELLESLEY-WESLEY ("MWW") having an address at 145 East 81^st St., Apt. 11A, New York, N.Y. 10028.

W I T N E S S E T H:

WHEREAS, the Company desires to continue to employ MWW as its Chief Executive Officer and President (collectively, the "CEO"), and MWW desires to continue to hold such positions, subject to and upon the terms and conditions contained herein; and

WHEREAS, the Company and MWW have previously entered into an Employment Agreement, dated March 2, 2005, and all amendments thereto, and the parties wish to enter into this Agreement as the successor employment agreement between the parties, except that the Change-in-Control Agreement, dated October 26, 2007 (the "CIC Agreement") shall remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment: Term of Employment.

The Company hereby agrees to continue to employ MWW and MWW agrees to continue to serve the Company as its CEO, upon the terms and conditions contained herein, for a term commencing on October 1, 2007 (the "Commencement Date") and continuing until August 31,

2008 (the "Employment Term," which shall include, as applicable, all successive terms of employment under this Agreement or any amendment thereof). The parties agree to begin good faith negotiations of an extension within 120 days before the end of the Employment Term.

2. Duties and Powers as Employee.

(a) During the Employment Term, MWW shall be employed by the Company as CEO, which position is, and shall remain at all times during the Employment Term, the senior executive officer position of the Company. MWW shall devote his full working time to his duties as CEO. In performance of his duties, MWW shall report directly to and be subject to the direction of the Board of Directors of the Company or any Committee thereof. As CEO, MWW shall have all the responsibilities, duties and authority as are generally associated with the position of CEO of a public company, including full executive power over, and responsibility for, managing, directing and supervising all aspects of the business of the Company worldwide. The CEO shall also be responsible for developing the business plan and objectives of the Company and managing the execution of such plan.

(b) As CEO, MWW shall travel in accordance with the reasonable needs of the business, which shall require him to conduct business for the Company primarily in Melville, New York and such other locations as he deems necessary.

3. Compensation.

(a) As compensation for his services hereunder, the Company shall pay MWW, during the Employment Term, a base salary (the "Base Salary") payable in equal installments by-weekly at the annual rate of $442,000.

(b) In addition to the Base Salary, and subject to the sole discretion of the Compensation Committee of the Board of Directors, MWW may receive, as incentive compensation, an annual bonus (the "Incentive Bonus"). The Company shall pay the Incentive Bonus, if any, to MWW only after the issuance of the results of the annual audit of its books and records by its independent auditor, except that MWW can accelerate the payment of such bonus at anytime up to the amount of $40,000, in order to balance the payment of personal income taxes owed the United States and Great Britain by MWW, on the condition that the Compensation Committee resolves that it has been earned and does not constitute a loan, which would violate the provisions of the Sarbanes-Oxley Act.

4. Expenses; Vacation; Insurance; Other Benefits.

(a) MWW shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in the performance of his duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company. The Company shall also pay MWW an additional $18,000 a year toward regular commutation costs. This amount will be payable in equal installments bi-weekly and is subject to withholding and other

appropriate payroll taxes. This amount may be used for the cost of an automobile lease and all related costs; no other payments will be made for regular commutation costs.

(b) MWW shall be entitled to twenty (20) days paid vacation time per annum or such other period as is in accordance with the regular procedures of the Company governing senior executive officers as determined from time to time by the Company's Board of Directors.

(c) MWW shall be entitled to participate in all employee benefit plans and programs of the Company now or hereafter made available to all senior executives of the Company as a group, to the extent eligible, (including, without limitation, each retirement plan, supplemental and excess retirement plans, deferral savings plans, annual and long-term incentive compensation plans, stock option and purchase plans, group life insurance, accident and death insurance, medical and dental insurance, sick leave, disability plans and fringe benefit plans) on a basis which is no less favorable than is made available to any other senior executive of the Company, except as otherwise provided herein. MWW shall participate in the Company's Executive Retention Program (the "Program"), to the extent one exists. In the event MWW receives severance under the Program or any change-in-control agreements in existence, including the CIC Agreement, then such severance shall be in lieu of any severance obli gations under this Agreement, except as provided herein.

(d) The Company shall pay for United States income tax advice and preparation of United States income tax forms for MWW up to $5,000 per year.

5. Representations and Warranties of Employee.

(a) MWW represents and warrants to the Company that (a) as of the Commencement Date, MWW is under no contractual or other obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder, and (b) MWW is under no physical or mental disability that would hinder his performance of duties under this Agreement.

6. Non-Competition.

(a) MWW agrees that he will not: (i) during the period he is employed by the Company, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Business of the Company (as defined below), and (ii) for a period of one (1) year after he ceases to be employed by the Company, directly or indirectly, compete with or be engaged in the Business of the Company, or be employed by, or act as consultant to, or be a director, officer, employee, owner, member or partner of, any business or organization which, at the time of such cessation, competes with or is engaged in the Business as the Company, except that in each case the provisions of this Section 6 will not be deemed breached merely because MWW: (i) owns not more than five percent (5%) of the outstanding common stock of a corporation, if, at the time of its acquisition by MWW, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a

national securities exchange; or (ii) MWW is a passive investor in any fund in which he has no investment discretion. This prohibition shall apply to the entire world in recognition of the fact that the Company operates on a multi-national basis. "Business of the Company" shall mean the design, manufacture, sale, re-sale, distribution or maintenance of character generators that are used by the broadcast and cable industries, and products similar to ChyTV.

(b) It is the intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portions of this Section 6 shall be adjudicated to be invalid or unenforceable, such provisions or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provisions or portions in the particular jurisdiction in which such adjudication is made.

(c) The parties acknowledge that damages and remedies at law for any breach of this Section 6 will be inadequate and that the Company shall be entitled to specific performance and other equitable remedies (including injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have. MWW also waives the posting of any bond in connection with the issuance of any injunctive relief.

7. Patents; Copyrights.

Any interest in patents, patent applications, inventions, copyrights, developments, and processes ("Such Inventions") which MWW now or hereafter during the period he is employed by the Company may own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; and forthwith upon request of the Company, MWW shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all his right, title, and interest in and to Such Inventions, free and clear of all liens, charges and encumbrances. The Company will reimburse MWW for any reasonable fees and expenses (including fees and expenses of counsel) incurred by MWW in connection with executing such assignments and documents and taking any such action at the request of the Company.

8. Confidential Information.

All confidential information which MWW may now possess or may obtain during the Employment Term relating to the business of the Company shall not be published, disclosed, or made accessible by him to any other person, firm, corporation or entity during the Employment Term or anytime thereafter without the prior written consent of the Company; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public, other than as a result of MWW's breach of this covenant, and shall not preclude MWW from disclosing any such information to the extent such disclosure is required by law, disclosure would, in the reasonable judgment of MWW, be in the best interest of the Company or is reasonably necessary in order to defend MWW or to enforce MWW's rights under this Agreement in connection with any action or proceeding to which the

Company or its affiliates is a party. MWW shall return all tangible evidence of such confidential information to the Company prior to or at the termination of his employment.

9. Termination.

(a) Notwithstanding anything herein contained, if on or after the date hereof and prior to the end of the Employment Term, MWW is terminated "For Cause" (as defined below) then the Company shall have the right to give notice of termination of MWW's services hereunder as of a date to be specified in such notice, and this Agreement shall terminate on the date so specified. Termination "For Cause" shall mean MWW shall: (i) be convicted of a felony crime; (ii) willfully commit any act or willfully omit to take any action in bad faith and to the material detriment of the Company; (iii) commit an act of active and deliberate fraud against the Company; or (iv) materially breach any term of this Agreement and fail to correct such breach within ten (10) days after written notice of the commission thereof. In the event that this Agreement is terminated "For Cause," then MWW shall be entitled to receive only his Base Salary at the rate provided in Section 3 to the dat e on which termination shall take effect and any Incentive Bonus accrued, but not yet paid, and any unreimbursed expenses.

(b) In the event that MWW shall be physically or mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for a period of one-hundred and twenty (120) consecutive days, then this Agreement shall terminate upon an additional thirty (30) days' written notice to MWW, and no further compensation shall be payable to MWW, except as may otherwise be provided under any disability insurance policy and that pro rata portion of the Base Salary not

previously paid through the date of termination and any Incentive Bonus accrued, but not yet paid, and any unreimbursed expenses.

(c) In the event that MWW shall die, then this Agreement shall terminate on the date of MWW's death, and no further compensation shall be payable to MWW, except as may otherwise be provided under any insurance policy or similar instrument and that pro rata portion of the Base Salary not previously paid through the date of termination and any Incentive Bonus accrued but not yet paid and any unreimbursed expenses.

(d) If MWW's employment is terminated by the Company other than pursuant to subparagraphs 9(a), 9(b) or 9(c) hereof, or as the result of a Change-in-Control as defined under the CIC Agreement, MWW shall be entitled to receive from the Company: (i) the greater of (x) the Base Salary for the remainder of the Employment Term following the date of termination and (y) the amounts owed under the Program; (ii) all unvested options shall immediately vest and have an exercise period equal to the remaining term of such options without regard to any shorter exercise period set forth in the relevant Stock Option Plan (the "SOP") as a result of termination, and this provision shall be in addition to any severance being received by MWW under the Program; (iii) an amount, grossed up for federal state and local taxes, in lieu of participation in the Company's life, long-term disability and health insurance plans for the remaining term of this Agreement from the date of termination (the "Severance Benefits"), as set forth in Section 9(i); (iv) any accrued, but unpaid Base Salary and/or Incentive Bonus; and (v) any previously incurred but unpaid business expenses and/or other amounts due under Paragraph 4 of this Agreement. All amounts

payable in accordance with this subsection, except for the Severance Benefits, shall be made in accordance with Company policy as if MWW had not been terminated. The Severance Benefits amounts shall be paid in a lump sum within two (2) business days from the date of termination. The Company shall give written notice of termination to MWW which shall state the date the termination is to be effective.

(e) The severance pay and Severance Benefits provided in clauses (i) and (iii) of Section 9(d) are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth in Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision hereof, (i) no amount shall be payable to you under clause (i) or clause (iii) of Section 9(d) unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) if the amount payable to you hereunder in such event shall exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account und er a qualified plan pursuant to Section 401(a)(17) of the Code for such year, such amount shall be paid as otherwise specified in Section 9(d), provided that the amount in excess of the foregoing limitation shall be subject to the provisions of Section 9(f) and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

(f) In the event the amounts payable to you under clauses (i) and (iii) of Section 9(d) exceed the amount set forth in Section 9(e), (i) if you are considered to be a "key employee" for purposes of Section 409A with respect to such payment, then (A) payment shall not commence until the end of the six (6) month period beginning on your "separation from service date" (within the meaning of Section 409A of the Code) and (B) the aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 9(f) will be paid in a lump sum at the end of such period; or (ii) if you are not a "key employee," then payment shall not commence until you have incurred a separation from service within the meaning of Section 409A of the Code.

(g) If the Company does not extend this Agreement, then all the options held by MWW shall have an exercise period equal to the remaining term of such options without regard to any shorter exercise period set forth in the SOP.

(h) Nothing contained in this Paragraph 9 shall be deemed to limit any other right the Company may have to terminate MWW's employment hereunder upon any ground permitted by law.

(i) Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes incurred as a result of the Severance Benefits payment or any additional tax gross up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described in Paragraphs 9(j) through 9(l) below, plus the foregoing tax gross up.

(j) The Health Care Payment is an amount equal to the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of MWW's termination times the number of months remaining in the term of this Agreement at the time of MWW's termination. To receive coverage under the Company's health insurance plans, MWW must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company.

(k) The Company's group term life insurance policy provides $500,000 of coverage, and upon termination, offers MWW the opportunity to convert Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to the number of months remaining in the term of this Agreement at the time of MWW's termination times the monthly premium for one of the following, as MWW elects: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that MWW may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group life insurance plan as of the date of this Agreement, that is, $500,000.

(l) The Company's long-term disability insurance plan provides coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers a portable policy after termination. The Disability Insurance Payment is an amount equal to the number of

months remaining in the term of this Agreement at the time of MWW's termination times the monthly premium for one of the following, as MWW elects: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that MWW may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company's insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to MWW's coverage under the group long-term disability insurance plan as of the date of this Agreement.

10. Survival.

The covenants, agreements, representations and warranties contained in or made pursuant to this Agreement shall survive MWW's termination of employment, irrespective of any investigation made by or on behalf of any party.

11. Modification.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, except for the CIC Agreement, and may be modified only by a written instrument duly executed by each party.

12. Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, by telecopy with electronic confirmation of delivery or

by delivery to an internationally recognized carrier for overnight delivery to the party to whom it is to be given at the address of such party as set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 12). In the case of a notice to the Company, a copy of such notice (which copy shall not constitute notice) shall be delivered to K & L Gates, 599 Lexington Avenue, New York, New York 10022, Attn. Robert S. Matlin, Esq. Any notice or other communication given by overnight delivery shall be deemed given at the time of delivery to the carrier, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. Any notice given by telecopy shall be deemed given at the time the notice or other communication is delivered with electronic confirmation of delivery.

13. Waiver.

Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

14. Binding Effect.

MWW's rights and obligations under this Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to encumbrance or the claims of MWW's creditors, and any attempt to do any of the foregoing shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of MWW and his heirs and personal representatives, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.

15. Headings.

The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

16. Counterparts; Governing Law.

This Agreement may be executed in any number of counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws.

17. Prior Agreements.

All prior agreements between the Company and MWW with respect to compensation and services are hereby terminated as of the Commencement Date, except that the CIC Agreement and any other agreements concerning the terms of options previously granted shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

CHYRON CORPORATION

By	/s/ Jerry Kieliszak
	Name:	Jerry Kieliszak
	Title:	Senior Vice President &
		Chief Financial Officer


	/s/ Michael Wellesley-Wesley
	Name:	Michael Wellesley-Wesley
	Title:	President & Chief Executive Officer

EX-10.5 6 severjk1.htm CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

October 26, 2007

Jerry Kieliszak

3461 Homestead Ave.

Wantagh, New York 11793

Re: Terms of Severance

Dear Jerry:

This shall confirm your agreement (the "Agreement") with Chyron Corporation (the "Company") with respect to severance to be paid to you in the event you are terminated without Cause (as defined below). You and the Company entered into a Terms of Severance Agreement, dated May 2, 2003, and the parties wish to enter into this Agreement as the successor Terms of Severance Agreement between the parties. The Executive Retention Program Grant Letter, dated September 23, 2002 is hereby terminated. All other terms of your employment, including any bonuses to be paid under the Executive Bonus Plan and hereunder, and the Change-in-Control Agreement dated October 26, 2007, shall remain in full force and effect.

In the event you are terminated without Cause from your employment by the Company then you shall: (i) be paid 12 months of severance (the "Severance Payment") based on your annual base salary at the time of termination, (ii) be paid a bonus equal to a pro-rata portion, based on passage of time, of the bonus that you would have earned for the full fiscal year in which you are terminated (the "Severance Bonus"); and (iii) receive an amount in lieu of participation in the Company's health insurance plan for a 12-month period, as set forth in the immediately following paragraph (the "Health Care Payment") (collectively with the Severance Payment and Severance Bonus, shall be referred to as the "Severance"). The Severance Payment shall be paid in the same manner as the annual salary had been paid at the time of termination and shall be subject to mitigation by you subsequent to the period stated in the Company's Severance Plan for U.S. Employee s. The Severance Bonus shall be determined as per the then current year's Executive Bonus Plan and paid after the end of the year when other Executive Bonus Plan participants are paid. The Health Care Payment shall be paid in a lump sum within two (2) business days from the date of termination. Cause shall mean: (i) be convicted of a felony crime; (ii) willfully commit any act or willfully omit to take any action in bad faith and to the material detriment of the Company; (iii) commit an act of active and deliberate fraud against the Company.

Recognizing that such amount is subject to income and other taxes, the Health Care Payment shall include an amount equal to the amount of federal, state, and local income taxes incurred as a result of the Health Care Payment or any additional tax gross up payment on such payment. The Health Care Payment shall be equal to the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are

enrolled at the time of your termination times twelve (12) months, plus the foregoing tax gross up. To receive coverage under the Company's health insurance plans, you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company.

The Severance provided in this Agreement is intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth in Treasury Regulation Section 1.409A-1(b)(9). Accordingly, notwithstanding any other provision hereof, (i) no amount shall be payable to you under this Agreement unless your termination of employment constitutes a separation from service within the meaning of Section 409A of the Code, (ii) if the amount payable to you in this Agreement shall exceed two times the lesser of (A) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for such year, such amount shall be paid as otherwise specified in this Agreement, provided that the amount in excess of the foregoing limitation shall be subject to the provisions of the following paragraph and (iii) no payment may be made to you hereunder in such event later than December 31 of the second calendar year following the calendar year in which such separation from service occurs.

Notwithstanding anything in the paragraphs above to the contrary, in the event that you become entitled to payment of Severance that is not exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, including any amount in excess of the limitation set forth above, you will nonetheless continue to be entitled to receive the Severance, however, in such event, the payment of such amounts that are not so exempt shall be subject to the following limitations: (i) if you are considered to be a "key employee" for purposes of Section 409A with respect to any such payment, then (A) payment shall not commence until the end of the six (6) month period beginning on your "separation from service date" (within the meaning of Section 409A of the Code) and (B) the aggregate amount of payments that would have been made during such six (6) month period but for the application of this Section 3 will be paid in a lump sum at the end of such period; or (ii) if you are not a "key employee," then payment shall not commence until you have incurred a separation from service within the meaning of Section 409A of the Code.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of the conflicts of laws of such state. This Agreement may be executed through the use of separate signature pages or in any number of counterparts (and by facsimile signature) and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. In the event you bring any action or proceeding to enforce your rights under this Agreement, the Company shall be required to reimburse you the reasonable fees and costs of your counsel in the event you prevail in such action or proceeding. This Agreement shall be assumed by all successors in interest to the Company.

Please acknowledge your acceptance of the Agreement by signing and dating below.

CHYRON CORPORATION


By:	/s/ Michael Wellesley-Wesley
Name:	Michael Wellesley-Wesley
Title:	President & CEO


AGREED TO AND ACCEPTED
This 26^th day of October 2007


By:	/s/ Jerry Kieliszak
Name:	Jerry Kieliszak
Title:	Senior Vice President & CFO

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