EXHIBIT 10.1
EMPLOYMENT AGREEMENT AMENDMENT
For valuable consideration, the receipt and sufficiency of which the
parties acknowledge, this Employment Agreement Amendment is entered into this
31st day of October 2007, by and between Xxxxx Xxxxxx (hereinafter "Xxxxxx") and
SteelCloud, Inc. (hereinafter "SteelCloud").
WHEREAS, Xxxxxx and SteelCloud entered into an Employment Agreement
dated June 8, 2004 (hereinafter "Employment Agreement"), and
WHEREAs, Xxxxxx and SteelCloud now wish to amend the Employment
Agreement,
Now, therefore, the parties agree as follows:
1. The term of this extension is thirty-six (36) months commencing
from the date of this agreement above.
2. Section 1 of the Employment Agreement is amended to "Executive
Vice President and Chief Financial Officer"
3. Section 4(a) of the Employment Agreement is amended to replace
"$170,000" with "$215,000."
4. Section 4 (d) should be amended to replace "automotive allowance
of $500" with "general business expense allowance of $1,000."
5. A new section 4(a)(iii) is added as follows:
(iii) Employer shall pay Employee a bonus of $50,000, payable in
a lump sum on or before November 15, 2007.
6. A new section 4(a)(iv) is added as follows:
Employer shall pay Employee a one-time bonus relating to specific
product funding. The bonus will be equal to 5% of such product
funding, payable within 30 days of Employer's receipt of such
product funding.
7. A new section 4(e) is added as follows:
In addition to the foregoing, Employee and SteelCloud shall enter
into:
a) A separate Incentive Stock Option agreement, pursuant to
which Employee will be given an option for 100,000 SCLD
shares, such option to vest equally in arrears over a period
of 2 years, subject to the terms of the separate incentive
stock option agreement, and
b) A separate Restricted Stock Agreement, pursuant to which
Employer shall issue to Employee an SCLD stock bonus in
restricted stock equal in value to $100,000, on the date of
issuance of the stock to Employee. The Restricted Stock will
vest at the earlier of: a) SteelCloud's registration of
these restricted shares with the SEC, or b) The stock
becomes freely tradable pursuant to SEC Rule 144. Employer
shall present the foregoing agreements to Employee for
execution on or before October 31, 2007.
8. Schedule A is replaced with Schedule A attached hereto.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date indicated above.
READ AND AGREED: READ AND AGREED:
Xxxxx Xxxxxx SteelCloud, Inc.
/S/ XXXXX XXXXXX /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, CEO
SCHEDULE A
Employee Benefits:
o $1,000 monthly business expense allowance
o Company paid health and dental benefits
o Company paid cell phone/blackberry
o Corporate Credit Card to execute Company purchases
o Paid COBRA coverage if terminated
o 5 weeks paid vacation
o Reasonable home office expenses
