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

On November 5, 2008, the Compensation Committee of the Board (the "Committee") approved a performance based bonus plan for certain of the Company's officers for fiscal 2009, including among others Kenneth M. Darby (Chairman and Chief Executive Officer), John M. Badke (Senior Vice President, Finance and Chief Financial Officer) and Peter A. Horn (Vice President of Operations). The plan provides a bonus pool of between seven percent (7%) and eleven percent (11%) of the Company's consolidated pretax profit for the year, after certain adjustments, for the achievement of varying targeted consolidated pretax profit ranges. The plan participants will share in any earned bonus pool to the extent determined by the Committee for Mr. Darby and by Mr. Darby for the other participants.

The Committee also approved performance based bonus plans for fiscal year 2009 for Bret M. McGowan (Vice President of U.S. Sales & Marketing) whereby he will receive a commission upon achieving certain U.S. sales targets and for Christopher J. Wall (Managing Director of Vicon Industries Ltd. (Europe)) whereby he will receive an amount equal to between 2% and 6% (based on achievement levels) of the combined pretax operating profits of the Company's Europe based subsidiaries.

In addition, the Committee approved grants of stock options under various stock option plans at the closing price on November 5, 2008 in the amounts of 25,000 to Mr. Darby, 8,000 to Mr. Badke, 10,000 to Mr. Wall, 7,500 to Mr. Horn and 5,000 to Mr. McGowan.

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