AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Amendment”), is entered into as of the 12th day of
January, 2009 (the "Effective Date") by and between Xxxxxx X. Xxxxx (“Xxxxx”);
and SteelCloud, Inc., (“SteelCloud”).
WHEREAS
Xxxxx and SteelCloud entered into an employment agreement (hereinafter
“Agreement”) on or about August 27, 2007;
1. The
terms set forth in the foregoing recitals are incorporated herein by
reference.
2. Notwithstanding
the provisions of paragraphs 1, 2, 4 and 5 of the Agreement, the parties agree
that Xxxxx’x employment with SteelCloud shall terminate on January 9th,
2009.
3. Notwithstanding
the provisions of paragraphs 3 and 7(a), 7(b) and 7(c) of the Agreement, the
parties agree that SteelCloud shall provide the following benefits to
Xxxxx:
a. For
six months following the date of this Amendment, paid family coverage health and
dental insurance under the standard SteelCloud policies for said insurance,
pursuant to paragraph 3(c)(1) of the Agreement.
c. On
or before January 31, 2009, SteelCloud shall pay to Xxxxx $10,231 as
compensation for his retained leave balance of 10 days.
4. Except
as provided in paragraph 3 above, SteelCloud shall owe no other money or
benefits to Xxxxx under the Agreement, and Xxxxx waives all claims for
additional compensation or other payments under the Agreement.
5. For
six months following the date of this Amendment, SteelCloud will retain Xxxxx as
a consultant to SteelCloud, to provide consulting services as reasonably
directed by SteelCloud on an as needed basis. SteelCloud will
compensate Xxxxx at the rate of $11,250 per month for each of these six months
(totaling $67,500) for the right to direct and receive these
services. If Xxxxx is incapacitated he will continue to receive the
monthly payments.
6. Xxxxx
agrees that SteelCloud may reference Xxxxx’x medical condition (specifically,
prostate cancer) as the reason for Xxxxx’x separation in any announcement made
by SteelCloud concerning Xxxxx’x separation from SteelCloud.
7. The
parties covenant and agree that they shall not make any negative or disparaging
statements or assertions regarding the other party or services provided by such
party. Notwithstanding the foregoing, each party may provide truthful
information in response to a proper inquiry from a government agency or
official, or as otherwise required by law.
8. Xxxxx,
on behalf of himself and anyone claiming through him, irrevocably and
unconditionally releases, acquits and forever discharges SteelCloud, its
subsidiaries, divisions, predecessors, successors and assigns, as well as each's
past and present officers, directors, employees, shareholders, trustees, joint
venturers, partners, and anyone claiming through them (hereinafter "Releasees"
collectively), in each's individual and/or corporate capacities, from any and
all claims, liabilities, promises, actions, damages and the like, known or
unknown, which Xxxxx now has or ever had against any of the Releasees
arising out of or relating to his employment with the Company and/or the
termination of his employment with the Company;
provided, however, that this release and waiver of claims shall not apply to
claims that Xxxxx may have to accrued benefits under the Company’s retirement
and welfare plan, if
any.
9. Except
as specifically modified herein, all other terms, covenants and provisions of
the Agreement (including paragraphs 6, 7(d), 7(e), and 8-12) are hereby
confirmed and ratified and shall remain unchanged and in full force and
effect.
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X.X. Xxxxxxxxxx, Xx.
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/s/ Xxxxxx X. Xxxxx
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SteelCloud, Inc.
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Xxxxxx X.
Xxxxx
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By: /s/ X.X. Xxxxxxxxxx,
Xx._________