-----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, Jvn0g6zkh/VdKhBLbiAhClb8P37apoeMtAb9YoLYka+CBXYg281USgyqLD+jkaEk sUAFNmhTW41xbxA8NvUvkQ== 0000099106-10-000003.txt : 20100219 0000099106-10-000003.hdr.sgml : 20100219 20100218174006 ACCESSION NUMBER: 0000099106-10-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100216 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100219 DATE AS OF CHANGE: 20100218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 10617407 BUSINESS ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 8-K 1 tx8k021810.txt FORM 8-K DATED FEBRUARY 18, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT -------------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2010 TRANS-LUX CORPORATION --------------------- (Exact name of registrant as specified in its charter) Delaware 1-2257 13-1394750 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 26 Pearl Street, Norwalk, CT 06850-1647 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 853-4321 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 Principal Officers; Election of Directors; Appointment of Principal Officers Trans-Lux Corporation entered into an employment agreement on February 16, 2010 with J.M. Allain as the Company's new President and Chief Executiave Officer to succeed Michael R. Mulcahy who retired December 31, 2009 and issued a press release dated February 18, 2010. A copy of the employment agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Board granted Mr. Allain 50,000 shares of restricted stock from treasury shares which vest 50% after one year and another 50% after two years, plus the opportunity to earn additional shares as a bonus based on certain performance levels as an inducement to enter into employment. A copy of the restricted stock agreement is furnished as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. 10.1 Employment Agreement with J.M. Allain dated February 16, 2010, filed herewith. 10.2 Restricted Stock Agreement with J.M. Allain dated February 16, 2010, filed herewith. 99.1 Press release dated February 18, 2010. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized: TRANS-LUX CORPORATION by: /s/ Angela D. Toppi ----------------------------- Angela D. Toppi Executive Vice President and Chief Financial Officer by: /s/ Todd Dupee ----------------------------- Todd Dupee Vice President and Controller Dated: February 18, 2010 EX-10.1 2 jmaemploymentagreement.txt ALLAIN EMPLOYMENT AGREEMENT Exhibit 10.1 AGREEMENT (the "Agreement") made as of the 16th day of February, 2010 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 26 Pearl Street, Norwalk, Connecticut 06850 (hereinafter called "Employer"), and Jean-Marc Allain residing at 140 East 56th Street, New York, New York 10022 (hereinafter called, "Employee"). W I T N E S S E T H: - - - - - - - - - - 1. Employer hereby employs Employee, and Employee hereby accepts employment, upon the terms and conditions hereinafter set forth. 2. (a) The term ("Term") of the Agreement shall be the period commencing on February 16, 2010 and terminating February 16, 2012, subject to earlier termination as provided by Section 2(d) below. (b) In the event that Employee remains or continues in the employ of Employer after the Term, such employment, in the absence of a further written agreement, shall be on an at-will basis, terminable by either party hereto on thirty (30) days' notice to the other and, upon the 30th day following such notice, the employment of Employee with Employer will terminate. (c) Upon expiration of the Term of this Agreement, neither party shall have any further obligations or liabilities to the other except as otherwise specifically provided in this Agreement. (d) Notwithstanding the term set forth in Section 2(a) above, the Employer may terminate this Agreement at any time during the Term on written notice to Employee with or without cause. In the event of such termination, Employer shall pay Employee four (4) months salary as severance pay at the times and at the rate set forth in Section 4(a) as full and complete satisfaction of any and all obligations and liabilities of Employer to Employee except for any Bonus payments under Section 4(c) to the extent such Bonus payments have already been earned and vested in Employee in accordance with its terms at the time of termination. Any indemnification obligations of Employer for events or acts occurring during the Term of this Agreement, and any rights of Employee under Employer's Restricted Stock Agreement ("Stock Agreement") with Employer dated this date shall likewise terminate. Additionally any and all rights of Employee to Restricted Stock as defined in the Stock Agreement that has not vested and been released from restriction as provided in the Stock Agreement as of the date of such notice of termination shall be forfeited and released by Employee, and Employer shall have no further obligations or liabilities under the Stock Agreement. 3. Employee shall be employed in an executive capacity of Employer (and such of its affiliates, divisions and subsidiaries as Employer shall designate). Employer shall use its reasonable efforts to cause Employee to be elected and continue to be elected President and Chief Executive Officer of Employer during the Term of this Agreement. Consistent with its duties and obligations under Delaware Law, so long as Employee remains an employee of Employer, Employer shall recommend to the Board of Directors to elect him to the Board of Directors if and when a seat becomes available; provided, however, if so elected, Employee agrees he will immediately resign as a director if his employment is terminated under Section 4(d) of this Agreement. The precise services of Employee may be designated or assigned to Employee from time to time at the direction of the Board of Directors, the Chairman of the Board, or the Vice-Chairman of the Board, of Employer, and all of the services to be rendered hereunder by Employee shall at all times be subject to the control, direction and supervision of the Board of Directors of Employer, to which Employee does hereby agree to be bound. Employee shall devote his entire time, attention and energies during usual business hours (subject to Employer's policy with respect to holidays and illnesses for comparable executives of Employer) to the business and affairs of Employer, its affiliates, divisions and subsidiaries as Employer shall from time to time direct. Employee further agrees 2 during the Term of this Agreement to serve as an officer of Employer and of any affiliate or subsidiary of Employer as Employer may request, and if Employee serves as such officer he will do so without additional compensation. During the Term of this Agreement and during any subsequent employment of Employee by Employer, Employee shall use his best efforts, skills and abilities in the performance of his services hereunder and to promote the interests of Employer, its affiliates, divisions and subsidiaries. Employee shall not, during the Term and during any subsequent employment of Employee by Employer, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The foregoing shall not be construed as preventing Employee from investing his assets in such form or manner as will not require any services on the part of Employee in the operation of the affairs of the companies in which such investments are made; provided, however, that Employee shall not, either directly or indirectly, make any investments in any company or companies which are engaged in businesses competitive with those conducted by Employer or by any of its subsidiaries or affiliates except for such investments that are in stock of a company listed on a national securities exchange, and such stock of Employee does not exceed one percent (1%) of the outstanding shares of stock of such listed company. 4. (a) For all services rendered by Employee during the Term of this Agreement, Employer shall pay Employee a salary at the rate of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) per annum during the Term. Such salary shall be payable weekly, or monthly, or otherwise in accordance with the payroll practices of Employer for its executives. The Employee shall also be entitled to all rights and benefits for which he shall be eligible under any pension, 401K or other retirement plan, group insurance or other benefits which Employer presently generally provides to its executive employees, or which Employer may provide in the future for its employees 3 generally. This Agreement shall not be deemed abrogated or terminated if Employer, in its discretion, shall determine to increase the compensation of Employee for any period of time, or if the Employee shall accept such increase. All payments under this Agreement shall be made in United States dollars unless otherwise specified. (b) Employer may make appropriate deductions from the said payments required to be made in this Section 4 to Employee to comply with all governmental withholding requirements. (c) Employer shall pay Employee a one time bonus ("Bonus") in the amount of fifty thousand dollars ($50,000.00) in the event that the cash flow of Employer before financing activities and sale of real estate exceeds $2,500,000 for 2010 or 2011 during the Term of Employee's employment. If Employer's EBITDA for 2010 or 2011 reaches the amount of four million six hundred thousand dollars ($4,600,000) during the Term of Employee's employment, the Employee shall receive 10,000 unregistered shares of the common stock of Employer whose transfer will be subject to restrictions under the Securities Act of 1933 as amended, and subject to the applicable provisions of Section 16(b) under the Securities Exchange Act of 1934. For each subsequent two hundred thousand dollar ($200,000.00) increase in EBITDA over $4,600,000 during the term of Employee's employment, he shall receive an additional 10,000 shares, not to exceed fifty thousand (50,000) shares in the aggregate. Payment of such Bonus shall be made only once, if earned, and shall be made within one hundred twenty (120) days after the end of such calendar year 2010 or 2011 during which such Bonus is earned. Delivery of any shares of common stock if earned shall also be made within such time period. There shall be excluded from the calculation of EBITDA and cash flow during the applicable calendar year 2010 or 2011 (i) sales of real estate and (ii) the amount 4 by which (x) any item or items of unusual or extraordinary gain in the aggregate exceeds 20% of the Employer's net book value as at the end of the immediate preceding fiscal year or (y) any items of unusual or extraordinary loss in the aggregate exceeds 20% of the Employer's net book value as at the end of the immediate preceding calendar year, in each case in (x) and (y) above as determined in accordance with generally accepted accounting principles, and items of gain and loss shall not be netted against each other for purpose of the above 20% calculation. Notwithstanding anything to the contrary contained herein, if Employee is not in the employ of Employer at the end of the applicable 2010 or 2011 calendar year, no Bonus or common stock shall be paid for such year. In the event of Employee's death after December 31 of such applicable 2010 or 2011 calendar year, any Bonus and common stock to which the Employee is otherwise entitled for such year shall be paid to his surviving spouse, if any, or, if not, to his estate. The calculation of EBITDA and cash flow shall be fixed and determined by the independent public accountants regularly employed by Employer. Such independent public accountants, in ascertaining EBITDA and cash flow, shall apply all accounting practices, principles, and procedures heretofore applied by Employer's independent public accountants in arriving at Employer's EBITDA and cash flow as disclosed in Employer's annual statement for the preceding year of profit and loss released to its stockholders. The determination by such independent public accountants of EBITDA and cash flow shall be final, absolute and controlling upon the parties. Employer undertakes to use reasonable efforts to cause said accountants to prepare and furnish such statements within ninety (90) days from the close of such applicable calendar year and to cause said independent certified 5 public accountants, concomitantly with delivery of such statement by accountants to it, to deliver a copy of such statement to Employee. The Employer shall not have any liability to Employee arising out of any delays with respect to the foregoing. 5. During the Term of this Agreement, Employer will reimburse Employee for travel or other out-of-pocket expenses and disbursements incurred by Employee with Employer's approval in furtherance of the businesses of Employer, its affiliates, divisions or subsidiaries, upon presentation of such supporting information as Employer may from time to time request. In addition, during the Term, the Employee shall receive fifteen hundred dollars ($1,500.00) per month as an automobile allowance from which the Employee shall pay for all costs and expenses associated with driving an automobile, including, but not limited to, the lease or purchase by Employee of an automobile, insurance, repairs, gas and maintenance upon presentation of such supporting information. 6. During the Term of this Agreement, Employee shall be entitled to a fifteen (15) day vacation during the usual vacation period of Employer in accordance with such vacation schedules as Employer may prescribe. 7. Both parties recognize that the services to be rendered by Employee pursuant to this Agreement are extraordinary and unique. During the Term of this Agreement, and during any subsequent employment of Employee by Employer, and for a period of one year thereafter (the "Restricted Period"), Employee shall not, directly or indirectly, enter into the employ of or render any services to any person, partnership, association or corporation engaged in a business or businesses in any way, directly or indirectly, competitive to those now or hereafter engaged in by Employer or by any of its subsidiaries during the Term of this Agreement and during any subsequent employment 6 of Employee by Employer. Employee shall not engage in any such business, directly or indirectly during the Restricted Period and, except as permitted by paragraph 3 of this Agreement, Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity. For a period of two (2) years following the termination of employment of Employee for any reason, Employee shall not directly or indirectly (i) engage or otherwise be involved in the recruitment or employment of any of Employer's employees or, (ii) solicit or render any service directly or indirectly to any other person or entity with regard to soliciting any customer of the Employer during the two (2) year period prior to termination of employment, with respect to products or services competitive with products or services of Employer. Employee shall at no time during or after employment disclose, furnish, or make accessible to any person, other than Employer, or otherwise use any information of or regarding Employer, its subsidiaries or affiliates or any of their businesses, including without limitation, confidential methods of organization, confidential sources of supply, identity of employees, customer lists, records (including electronic data), methods of pricing, methods of bidding and confidential financial information, except on behalf of Employer. Nor shall Employee at any time during or after his employment by Employer, communicate, publish, or otherwise transmit, in any manner whatsoever, untrue information or negative, competitive, personal or other information or comments regarding Employer or any of its employees. In addition, Employee agrees that all lists, materials, books, files, reports, correspondence, records (including electronic data) and other documents and information ("Employer Materials") used, prepared or made available to Employee, shall be and shall remain the property of Employer. Upon the termination of employment of Employee or the expiration of this Agreement, whichever is earlier, all Employer Materials shall be immediately returned to Trans-Lux Corporation, and Employee shall not make or retain any copies thereof, nor disclose or 7 otherwise use any information relating to said Employer Materials, to or with any other party. As used herein the term Employer shall include Employer, Employer's subsidiaries and affiliates, and the term employee of Employer shall include any individuals employed or formerly employed by any of them. Employer shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Agreement, or to enjoin Employee from any breach of this Agreement, but nothing herein contained shall be construed to prevent Employer from pursuing such other remedies as Employer may elect to invoke. 8. In the event any provision of paragraph 7 of this Agreement shall be held invalid or unenforceable by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and any court of competent jurisdiction shall have the right and authority to construe this Agreement so that the geographic or business scope or the duration of such provision is more narrowly drawn so as not to be invalid or unenforceable. 9. The waiver by Employer of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. 10. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and served personally or sent by United States certified or registered mail, return receipt requested, or overnight courier such as Federal Express or UPS to his address as stated on Employer's records, in the case of Employee, or to the office of Trans-Lux Corporation, attention of the Chief Financial Officer, at 26 Pearl Street, Norwalk, Connecticut 06850, in the case of Employer, or such other address as designated in writing by the parties. 11. This instrument contains the entire agreement between the parties. It may not be waived, changed, modified, extended or renewed except by an agreement in 8 writing signed by the party against whom enforcement of any waiver, change, modification, extension or renewal is sought. IN WITNESS WHEREOF, this Agreement has been duly executed on the day and year above written. TRANS-LUX CORPORATION By: /s/ Gene Jankowski ------------------------ Chairman of the Board /s/ Jean-Marc Allain ------------------------ 9 EX-10.2 3 jmastockagreement.txt ALLAIN RESTRICTED STOCK AGREEMENT Exhibit 10.2 Trans-Lux Corporation 26 Pearl Street Norwalk CT 06850 Restricted Stock Agreement -------------------------- February 16, 2010 Mr. Jean-Marc Allain 140 East 56th Street New York, New York 10022 Dear Mr. Allain: The Board of Directors ("Board") has awarded Fifty Thousand (50,000) shares of Trans-Lux Corporation common stock, par value $1.00 per share ("Stock"), to you in the form of Restricted Stock. The term "Restricted Stock" as used in this Award Agreement refers to the Restricted Stock awarded to you under this Award Agreement. This letter constitutes the Award Agreement and sets forth the terms and conditions of your award, as determined by the Board. 1. CONSIDERATION FOR AWARD The consideration for the Restricted Stock is your continued service to the Corporation as a full-time employee during the Restricted Period set forth below and your simultaneous execution of the Employment Agreement between you and Trans-Lux Corporation dated this date. If you do not continue to perform services for the Corporation as a full-time employee during the entire Restricted Period, your award will be forfeited in whole or in part, as applicable. 2. CONDITIONS TO AWARD If you desire to accept the Restricted Stock award, you must acknowledge your acceptance and receipt of this Award Agreement by simultaneously signing the enclosed copy of this Award Agreement in the space provided and the Employment Agreement and returning each to Ms. Angela Toppi, Executive Vice President and Secretary, Trans-Lux Corporation, 26 Pearl Street, Norwalk, CT 06850. For your acceptance to be effective and for the award to be enforceable, you must return your signed acknowledgment and the Employment Agreement. If the signed Award Letter and Employment Agreement are not received by February 18, 2010, this Restricted Stock award will be void and of no effect. Upon receipt of a signed copy of this Award Agreement and Employment Agreement the Corporation will issue a certificate in your name for the shares; however the Corporation will maintain custody of the shares until the Restricted Period ends or the shares are forfeited. 3. RIGHTS OF OWNERSHIP/RESTRICTIONS ON TRANSFER Until the expiration or termination of the periods described in Section 4 below (the "Restricted Period"), the Restricted Stock will be held in your name by the Corporation, and you will not be entitled to delivery of a certificate(s) representing the Restricted Stock. Nevertheless, subject to the forfeiture provisions described below, you will be the record owner of the Restricted Stock, will have the right to receive cash dividends, if any, on the Restricted Stock, will have the right to vote the Restricted Stock and will generally have the rights and privileges of a stockholder as to such Restricted Stock except that during the Restricted Period you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber the Restricted Stock. The Corporation may place a legend on the certificates representing the Restricted Stock indicating the existence of these restrictions. Upon expiration or termination of the Restricted Period with respect to any particular shares, and subject to the forfeiture provisions set forth below, a certificate(s) evidencing the shares for which the restrictions have expired or terminated will be issued in your name) and delivered to you. This certificate will not contain the restrictive legend referred to above although it may contain any other legend the Corporation determines is appropriate under the securities laws. At that time, the Corporation is required to collect the appropriate amount of federal, state and local taxes. In this regard, please see "Timing of Taxation and Withholding" below. By accepting this Restricted Stock award you agree for yourself, your heirs and legatees that, unless the shares have been registered under the Securities Act of 1933, as amended, any and all shares granted hereunder shall be acquired for investment and not for distribution, and upon the release of any or all of the shares subject to the award granted hereunder after the end of applicable Restricted Period, you, or your heirs or legatees receiving such shares, shall deliver to Trans-Lux Corporation a representation in writing that such shares are being acquired in good faith for investment and not for distribution. Trans-Lux Corporation may place a "stop transfer" order with respect to such shares with its transfer agent and place an appropriate restrictive legend on the stock certificate unless such shares are registered. After the expiration or termination of the Restricted Period and the shares are delivered to you, you will enjoy all of the rights and privileges associated with ownership of the shares including the right to encumber, sell or otherwise transfer the shares. You should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the federal securities laws, subject to registration under the Securities Act of 1933, as amended, or an appropriate exemption thereunder which is available. Further, the Board of Directors expects you to retain a considerable portion of this grant since your participation as a proprietary owner of the Corporation conveys your commitment to the future development of the Corporation. You have the right to designate a beneficiary (or beneficiaries) to receive your shares in the event of your death during the Restricted Period by completing a beneficiary designation form and returning it to the Secretary's Office at the above address. If, at your death, a completed beneficiary designation form is not on file at the Secretary's Office (or if your designated beneficiary predeceases you), your shares will be transferred to the personal representative of your estate. The beneficiary designation applies only to this grant of Restricted Stock. 4. RESTRICTED PERIOD/FORFEITURE Except as set forth below, all of your Restricted Stock will be forfeited and all of your rights to the Restricted Stock will cease without further obligation on the part of the Corporation unless you continue to provide services to the Corporation as a regular full-time employee of the Corporation until the expiration or termination of the Restricted Periods as set forth in the following paragraphs. The Restricted Stock granted hereunder will be divided into two categories and the Restricted Period with respect to each category will expire as follows: (i) the restrictions on the first category of one-half (50%) of the shares will expire on the one year anniversary of the award date if you continue to be employed as a regular full-time employee by the Corporation until that date; and (ii) the restrictions on the second category of one-half (50%) of the shares will expire on the two year anniversary of the award date if you continue to be employed as a regular full-time employee by the Corporation until that date. 5. CHANGES IN CAPITALIZATION In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued during the Restricted Period with respect to the Restricted Stock, you will have the same rights and privileges and be subject to the same restrictions and risks of forfeiture with respect to such shares as you have with respect to the Restricted Stock, and such shares will be treated as Restricted Stock. 6. TIMING OF TAXATION AND WITHHOLDING The Restricted Stock will be taxable to you as compensation income at the termination or expiration of the Restricted Period (unless it is earlier forfeited) based on its Fair Market Value at that time, unless you elect to pay tax now based on the current market price. If you elect to be taxed now and the stock is later forfeited, however, no tax deduction is allowed. Therefore, you should consult your own tax advisor before making the election. If you make the election, the Corporation will collect the appropriate amount of withholding tax in cash from you. The election is not valid unless it is filed with the Internal Revenue Service within 30 days of the effective date of the Award. Unless you elect to be taxed now on the Restricted Stock as described above, any dividends paid to you with respect to the Restricted Stock during the Restricted Period will be taxable to you as compensation income and subject to withholding of income and FICA taxes. Dividends paid with respect to such stock after the termination or expiration of the Restricted Period (or during the Restricted Period if you elected to be taxed now) will generally be taxed as dividend income. 7. MISCELLANEOUS Nothing contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation. In addition, nothing in this Award Agreement limits in any way the right of the Corporation to terminate your employment at any time. The value of the Restricted Stock awarded to you will not be taken into account for other benefits offered by the Corporation, if any. Notwithstanding any other provision of the Award Agreement to the contrary, the Restricted Stock must be held at least six months from the date of grant. This Award Agreement and Employment Agreement constitute the entire agreement governing the terms of your Restricted Stock grant and supersede all other prior agreements and understandings, both written and oral, between you and the Corporation or any employee, officer or director of the Corporation. Insiders must consult with the Corporate Secretary before entering into any transactions involving the Restricted Stock even after the expiration or termination of the Restricted Period. Sincerely, TRANS-LUX CORPORATION By: /s/ Angela Toppi ---------------------------- Angela Toppi Executive Vice President Acknowledged and Agreed: /s/ Jean-Marc Allain - -------------------------- EX-99.1 4 pressreleasejmaappointment.txt PRESS RELEASE REGARDING ALLAIN APPOINTMENT Exhibit 99.1 News from Trans-Lux - --------------------------------------------------- 26 Pearl Street Norwalk, CT 06850 203.853.4321 FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203.642.5903 J. M. ALLAIN APPOINTED PRESIDENT & CEO OF TRANS-LUX NORWALK, CT., February 18, 2010 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today announced the appointment of J. M. Allain as President and Chief Executive Officer. The announcement was made by Trans-Lux Board Chairman Gene Jankowski. Mr. Allain, who most recently served as President of Panasonic System Solutions Company, succeeds Michael R. Mulcahy, who retired in December. The Board granted Mr. Allain 50,000 shares of restricted stock from treasury shares which vest 50% after one year and another 50% after two years, plus the opportunity to earn additional shares as a bonus based on certain performance levels as an inducement to enter into employment. Mr. Allain has a background in global systems integration, marketing and sales management for enterprises ranging from start-ups to multi-national companies and has established experience in a number of technology-driven industries, including data communications and telecommunications. His education includes an MBA in International Trade and Finance and Bachelor's degrees in Business Administration and Systems Engineering. About Trans-Lux Trans-Lux is a full service, worldwide provider of integrated electronic display solutions for today's communications environments. Incorporated in 1920, Trans-Lux specializes in the design, manufacture, installation and service of large-scale indoor and outdoor LED electronic display systems for applications in the financial, banking, gaming, advertising, corporate, retail, transportation, entertainment and sports industries. Trans-Lux offers unique control systems as well as content through its partnerships with key data suppliers in the markets the Company serves. Trans-Lux has display equipment installed at thousands of locations around the world, including the world's major financial exchanges. For more information, please visit our web site at www.trans-lux.com. - ----------------- ### -----END PRIVACY-ENHANCED MESSAGE-----