EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into this 18th
day of December, 1998, by and between Hadron, Inc. (the "Company")
and Xxxxxxxx Xxxxx ("Employee").
WHEREAS, the Company and Employee have agreed to terms upon
which Employee will be employed by the Company and wish to set
forth such terms and conditions in writing;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ Employee and
Employee hereby accepts employment as President of its Vail
Research and Technology Corporation subsidiary; and Vice
President of the Company for the term as hereinafter set
forth. Employee shall perform such duties and exercise such
supervision and powers over and with regard to the business of
the Company, and its subsidiary, as are consistent with her
positions. Employee shall report to the Chief Executive
Officer of the Company.
2. Term. The initial term of this Agreement shall be two (2)
years, effective December 18, 1998, subject to renewal at the
end of each two year term, upon the mutual agreement of both
parties, for additional two-year terms.
3. Base Salary. Employee's initial annual base salary shall be
$ 130,000. Employee's base salary for the future years shall
be determined by the Compensation Committee of the Board of
Directors of the Company, in its sole discretion. The base
salary shall be payable on a bi-weekly basis or such other
basis as the Company uses to pay its executive officers.
4. Stock Options. The Company shall grant to Employee options in
its Incentive Stock Option Plan in such amount as determined
by the Board of Directors. Such amount shall be commensurate
with the duties and responsibilities of the Employee.
5. Annual Bonus. In addition to the Employee's Base Salary, the
Employee shall be eligible to earn a target bonus of 20% of
her annual Base Salary, in accordance with the terms of the
Company's fiscal year Bonus Plan, a description of which is
attached as Exhibit A, or at the recommendation of the
Chairman and of the Compensation Committee.
6. Additional Compensation. In addition to the Employee's Base
Salary and Bonus, the Employee shall be eligible to earn
additional compensation in the amount of one percent (1%) of
billed and collected revenues realized from the contracts
listed on Exhibit B (the "Contracts"), for the life of such
Contracts. To the extent payable, this additional
compensation shall be calculated and paid quarterly following
the filing of the Company's quarterly reports on Form 10-Q and
following the filing of the Company's annual report on Form
10-K.
1998 XXXXX/HADRON AGREEMENT PAGE TWO
7. Covenant Not to Compete. To induce the Company to enter into
this Agreement, Employee agrees, during the term hereof and
for a period of six months after the termination of her
employment for any reason or expiration of her Employment
Agreement, not to directly or indirectly (i) engage or be
interested (as owner, partner, shareholder, director,
employee, agent, consultant or otherwise) with or without
compensation, in any company, entity, or person which offers
services which are the same or similar to the services offered
by the Company and its Subsidiaries within any geographical
area in which the Company or any of its Subsidiaries is
conducting business or actively planning to conduct business
as of the date of termination of her employment; (ii) solicit,
induce or attempt to solicit or induce any person employed by
the Company or its Subsidiaries to leave the Company's or its
Subsidiaries' employment; (iii) solicit, induce, or attempt to
solicit or induce any client or customer of the Company or its
Subsidiaries to purchase from any other person or entity,
services similar to or the same as those provided by Company
and its Subsidiaries.
8. Car Allowance. The Employee shall receive an automobile
allowance in the amount of $350 per month for the first year
of the Agreement, to adjust in proportion to other executive
officers of the Company, if such adjustments occur, for
successive years of the Agreement.
9. Other Benefits. Employee shall be fully reimbursed by the
Company for all expenses reasonably incurred in connection
with the performance of Employee's duties, upon presentation
of expense statements and such other supporting information as
the Company may reasonably require. The Company shall provide
to Employee the insurance and medical coverage provided to the
Company's executive officers, on the same terms and
conditions. Additionally, Employee shall be entitled to four
weeks of paid vacation for each year of employment.
10. Termination and/or Renewal. The Company shall have the right
to terminate this Agreement for cause on the grounds that
Employee acted dishonestly in any activity related to this
job; Employee has exhibited signs of alcohol or drug
dependency; Employee has been convicted of a felony or crime
of moral turpitude; or for gross neglect of her duties ("for
cause."). If Employee is terminated for cause, as defined
herein, or leaves the employ of the Company voluntarily, then
no remuneration will be due past the date of termination. Any
renewal of this Agreement, shall be completed prior to
December 18, 2000. In the event that the Company terminates
Employee's contract other than for cause, or decides not to
renew this Agreement by December 18, 2000 for any reason other
than those specified above, the Employee will receive a
severance payment equal to six months at the then current Base
Salary, paid out over six months, in full and complete
satisfaction of any claim Employee may have by virtue of such
termination without cause or election by the Company not to
renew this Agreement.
1998 XXXXX/HADRON AGREEMENT PAGE THREE
11. Indemnification. The Company shall indemnify and hold
Employee harmless from and against any and all causes of
action, claims, costs, liabilities, expenses, attorneys' fees
or damages arising from Employee's performance of her duties
as described herein, except however where such claims, etc.
are a result of Employee's gross negligence or willful
misconduct.
12. Full Authority. Each party represents to the other that: it
has full power and authority to execute, deliver and perform
this Agreement; all necessary corporate action on its part for
the execution, delivery and performance of this Agreement by
it has been duly taken; this Agreement has been duly
authorized and executed by it; it is a legal, valid and
binding Agreement, enforceable against such party in
accordance with its terms.
13. Entire Agreement/Assignment/Governing Law. This Agreement
shall be binding upon and inure to the benefit of the Company
and its successors and assigns. This Agreement shall not be
assignable by either party hereto without the written consent
of the other party. This Agreement constitutes the entire
agreement between the parties and shall supersede all previous
communications, representations, understandings, and
agreements, either oral or written, between the parties or any
officials or representatives thereof. This Agreement shall be
governed by and interpreted in accordance with the laws of the
Commonwealth of Virginia.
14. Waivers. A waiver by any 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 or of any
breach of any other 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 or modification of this Agreement must
be in writing.
15. Trade Secrets and Intellectual Property. Employee hereby
assigns to the Company all of her right, title and interest in
and to all inventions, improvements, developments, works of
authorship and discoveries developed by Employee while in the
Company's employ ("Company Inventions"). Employee agrees that
upon request and without compensation therefore, and whether
during the term of her employment or thereafter, she will
cooperate with the Company in obtaining any protection it
deems desirable for such Company Inventions. Employee further
agrees that during the term of this Employment Agreement and
thereafter, she will not disclose any Company Inventions, any
confidential information of the Company or its Subsidiaries,
and any confidential information of the Company's customers,
except as is required in the furtherance of her duties under
this Employment Agreement. Employee agrees that upon the
1998 XXXXX/HADRON AGREEMENT PAGE FOUR
termination or expiration of this Employment Agreement she
will return to the Company all forms, manuals, computer
software, and other documents and material furnished to her by
the Company or its Subsidiaries or relating to
the business of the Company. As used herein the term
confidential information excludes information which is in the
public domain or otherwise generally know in the industry
through no breach of duty of confidentiality, and information
which Employee receives from a third party without any duty of
confidentiality.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 18th day of December, 1998.
HADRON, INC. ACCEPTED & AGREED TO:
BY: /S/ X.X. XXXXXXX /S/ XXXXXXXX XXXXX
X.X. Xxxxxxx Xxxxxxxx Xxxxx
Chairman and
Chief Executive Officer
