Exhibit 10.31
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment ("Amendment") to the Employment Agreement ("Agreement") executed
between Exigent International, Inc. and Xxxxxxx X. Xxxxxxx dated June 11, 1997
is entered into as of October 27, 1998 between Exigent International, Inc.
("Exigent"), a corporation duly authorized and existing under the laws of the
State of Delaware with a principal place of business at 0000 Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx 00000 and Xxxxxxx X. Xxxxxxx ("Employee"), an individual
domiciled at 000 Xxxxxxxx Xx., Xxx. 00, Xxxx Xxxxxxxxx, XX 00000.
NOW, THEREFORE, for one dollar and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, Exigent and
Employee hereby agree as follows:
1. Executive Incentive Program for FY98(b). Exigent and Employee agree
that the Executive Incentive Plan Summary for fiscal year 1998(b)
(i.e., February 1, 1998 through December 31, 1998) attached hereto as
Attachment "1" of this Amendment shall form an integral part of Exhibit
"B" to the Agreement and shall contain the parameters for any incentive
compensation to be awarded to Employee in the fiscal year of 1998(b).
2. Corporate Goals. Exigent and Employee agree that the incentive
compensation tied to the financial performance of Exigent as
identified in Attachment "1" hereto is subject to the attainment of
Employee's corporate goals described in Attachment "2", attached
hereto and incorporated herein by this reference. One hundred (100)
percent of the incentive compensation set forth in Attachment "1"
shall be earned if and only if one hundred percent of the corporate
goals set forth in Attachment "2" are fulfilled. An internal
compensation committee shall be established by the CEO for Exigent to
determine whether the corporate goals have been fulfilled. In the
event less than one hundred (100) percent of the corporate goals are
fulfilled, the compensation committee may make a pro-rata award of
incentive compensation. All determinations by said compensation
committee shall be final and binding.
3. Ratification and Approval. In all other respects the Agreement is
hereby ratified by Exigent and Employee and remains in full force and
effect, as previously amended. The FY1998(b) executive compensation
program supersedes any and all prior compensation plans in effect for
FY1998(b).
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date set
forth above and is retroactively effective from February 1, 1998.
For Exigent: For Employee:
Exigent International, Inc. Xxxxxxx X. Xxxxxxx
By: /s/ B.R. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------- ----------------------
B.R. "Xxxxxx" Xxxxxxx,
Chief Executive Officer
Attachment 1
Annual Executive Incentive Plan Summary
Chief Technical Officer
I. Executive Target Incentive Payments
Target incentive payments are based on market competitive incentive
levels. The target incentive payment for this position is:
|X| CTO: 30% of base salary
II. Incentive Plan Financial Goals and Plan Effectivity Corporate and
Business Unit financial goals for 1998(b) are as follows:
Corporate
Revenue Earnings
$36 Million $2.0 Million
The Annual Incentive Plan will be implemented only if the following
earning goal is met for 1998(b) |X| 80% of 1998(b) corporate earnings target is
met, i.e., $1.6 Million
III. Executive Incentive Plan Performance Measures and Weights |X| The
following table summarizes the performance measures applicable to the
plan participant:
Employee Title Corporate Financial Goals Percentage Business Unit Financial Goals Individual
Percentage Goals
Percentage
Revenue Earnings Share EPS Revenue Operating Profit
Price (after tax)
Xxxx Xxxxxxx CTO 20% 60% N/A N/A N/A N/A 20%
IV. Payout Calculation
The following matrix will be used to establish the payout a participant
will receive for Corporate, Business Unit, or individual performance
for each goal:
Level of Corporate, Business Unit,
or Individual Performance Incentive Payout
--------------------------------------------- ----------------------------
Less than 80% of target performance 0% of target incentive
80% of target performance 20% of target incentive
80% - 100% of target performance 20% - 100% of target incentive
(straight line interpolation)
100% of target performance 100% of target incentive
100% - 125% of target performance 100% - 125% of target incentive
(straight line interpolation)
125% of target performance 200% of target incentive
VI. Payout Method
|X| Bonuses will be paid in a combination of 50% cash, and 50% stock grants.
Participants may elect for all or part of the cash portion of their bonus
paid in stock instead of cash. The number of shares will be calculated
based on the closing stock price on the last day of the fiscal year
|X| For example, if a $10,000 incentive payment was earned, and the stock price
is $5.00, the participant would receive $5,000 cash (less withholding tax)
and would be granted 1,000 shares of stock.
Attachment 2
Corporate Goals
FY'98(b) Bonus Award Program
Xxxx Xxxxxxx
FY98(b) Goals CTO Achieved Comments
CORPORATE MEASURES
o Meet Corporate financial Bonus amount determined
objectives (based on 11 month Company performance to the
fiscal year) 1998(b) Executive Incentive
- Revenue 36M (20%) 20 Program Payout Matrix
- Earnings 2M (60%) 60
CORPORATE TOTAL 80%
Individual Goals
FY'98(b) Bonus Award Program
Xxxx Xxxxxxx
FY98(b) Individual Goals CTO Achieved Comments
NEW BUSINESS DEVELOPMENT
o Secure Teledesic/Celestri 10 Points will be prorated for
and INX Business the percent of achieved
goal
o Support Other Initiatives, 5 Points will be prorated for
i.e., Xxxxxx, Xxxxx, Xxxxxx, the percent of achieved
NRL, Government, etc. goal
o Introduce new products for 5 Points will be prorated for
development of X-Labs 5 the percent of achieved
goal
NEW BUSINESS DEV. TOTAL 20%
GRAND TOTAL 100%
