EXHIBIT 10.11
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment dated as of the 5th day of August, 2005 (the
"Amendment") is between Digital Fusion, Inc. (the "Company") and Xxxxx
Xxxxxxxxxx ("Executive").
WHEREAS, the Company and Executive entered into a certain Employment Agreement
dated April 25, 2005 (the "Employment Agreement") and;
WHEREAS, the Company and Executive now wish to amend the Employment Agreement as
set forth below.
The Company and Executive hereby agree that Sections 2(a) and 3(e)(i),
respectively, of the Employment Agreement is hereby deleted and replaced with
the following:
Section 2(a). Base Salary. Subject to adjustment as set forth below, the Company
will pay Executive while he is employed hereunder, an annualized base
compensation of not less than One Hundred Five Thousand Dollars ($105,000.00)
per year, payable in substantially equal semi-monthly installments, or more
frequently in accordance with Company's usual payroll policy (the "Base
Salary"). Executive shall have a performance and compensation review in January
of 2006.
Section 3(e)(i). If the Company terminates Executive's employment for reasons
other than for Cause, or for Executive's death, legal incapacity or disability,
or if Executive terminates this Agreement for Good Reason, the obligations of
Executive under this Agreement will terminate except that the covenants
contained in Section 4(a) shall continue indefinitely, and the obligations in
this section shall continue pursuant to their terms. In such event, for a period
of five (5) months after the date of Executive's termination, the Company shall
pay Executive, in accordance with customary payroll procedures, Executive's base
salary as then in effect and, in addition, any Performance Bonus that Executive
would have earned in the year he was terminated, prorated as of the date of
termination. For such five-month period, the Company shall continue to provide
medical coverage to Executive under substantially the same terms as were in
effect on the date Executive's employment terminated under this provision.
Additionally, any and all vested options, warrants or other securities awarded
to Executive pursuant to the Company's Stock Option Plan or any other similar
plan or other written option agreement shall, as of the date of Executive's
termination, immediately vest and become exercisable and all such vested
options, warrants or other securities shall remain exercisable by Executive for
the duration of the period during which the options, warrants or other
securities would have remained exercisable if Executive had remained employed by
the Company. The amounts paid to Executive under this paragraph shall not be
affected in any way by Executive's acceptance of other employment during the
five-month period described above.
Except as set forth above, the Employment Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment Agreement as
of the date first written above.
DIGITAL FUSION, INC.
By: /s/ Xxxx X. Xxxx
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President and Chief Operating Officer
EXECUTIVE
By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
