Exhibit 99.8
EMPLOYMENT TERMINATION AGREEMENT
This EMPLOYMENT TERMINATION AGREEMENT (this "Agreement"), dated as of
, 2003, is by and between Analex Corporation (the "Company")
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and Xxx X. Xxxxx ("Xxxxx").
RECITALS:
WHEREAS, the Company entered into an Employment Agreement with Xxxxx dated
as of January 16, 2001 ("Employment Agreement"); and
WHEREAS, the Company and Xxxxx desire to terminate the Employment Agreement
pursuant to the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Xxxxx, intending to
be legally bound, hereby agree as follows:
1. Termination of Employment Agreement. The parties hereby agree that the
Employment Agreement is hereby terminated as of the date hereof without any
additional action on the part of either party.
2. Termination Payment. The Company hereby acknowledges that in
consideration of the termination of the Employment Agreement, and the waiver of
any and all of its obligations thereunder, the Company has delivered to Xxxxx a
lump sum cash payment of $280,000 (subject to applicable withholding amounts),
in immediately available funds, on the date hereof. Xxxxx hereby represents and
warrants that no additional amounts are due and owing to him in connection with
the Employment Agreement or in connection with his employment with the Company.
3. Resignation. Xxxxx hereby resigns as Chairman of the Board of Directors
of the Company and as an officer of the Company, and acknowledges that he is no
longer be an employee, officer or director of the Company.
4. Prior Agreements. This Agreement constitutes the entire agreement
between the Company and Xxxxx with respect to the subject matter hereof and
supersedes any prior understandings or agreements concerning the subject matter
hereof.
5. Amendment. This Agreement may be amended or modified only by a written
instrument executed by each party hereto. No waiver of any provision of this
Agreement shall be valid unless in writing and signed by the party against whom
it is sought to be enforced. The failure of either party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later time to enforce the same.
Exhibit 99.8
6. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the other provisions of this Agreement, and this
Agreement shall be construed and reformed to the fullest extent possible.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts when taken together shall constitute one
and the same instrument. This Agreement shall become binding when one or more
counterparts taken together shall have been executed and delivered (which
deliveries may be by facsimile transmission) by all of the parties hereto.
8. Governing Law and Forum. This Agreement shall be construed and enforced
in accordance with and governed by the internal laws of the Commonwealth of
Virginia without regard to its conflict of laws provisions. Exclusive
jurisdiction and venue for any litigation arising under this Agreement is in the
Eastern District of Virginia for Federal matters and Fairfax County court for
State matters and both parties hereby consent to such jurisdiction and venue for
this purpose.
9. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of each party hereto and their respective successors and assigns.
10. Expenses. Each party hereto shall be responsible for his, her or its
own costs and expenses (including without limitation attorneys' fees) in
connection with this Agreement and the negotiation, execution, delivery and
enforcement hereof.
11. Mutual Drafting. This Agreement is the mutual product of the parties
hereto, and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of each of the parties, and shall not be construed for
or against any of the parties hereto.
12. Headings. Paragraph and subparagraph headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of the Agreement for any other purpose.
Exhibit 99.8
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed this Agreement the Execution Date.
COMPANY:
Analex Corporation
By:
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Xxxxxxxx X. Xxxxxxxx, Xx.
President and Chief Executive Officer
XXXXX:
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Xxx X. Xxxxx, individually
