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EXHIBIT 10.10
EMPLOYEE SEPARATION
AND
NON-COMPETITION AGREEMENT
This is an agreement between Xxxxxx X. Xxxxxxxx, XX ("Xxxxxxxx") and
CTA INCORPORATED ("CTA") concerning the terms of Xxxxxxxx'x separation from
employment with CTA ("Agreement").
WHEREAS, Xxxxxxxx is a co-founder of CTA;
WHEREAS, Xxxxxxxx has rendered years of valuable service to CTA, and
has made many significant contributions to CTA's growth and success throughout
his employment;
WHEREAS, Xxxxxxxx and CTA desire to end Xxxxxxxx'x employment
relationship with CTA;
WHEREAS, Xxxxxxxx and CTA desire to settle and resolve the terms of the
separation of Xxxxxxxx as an employee of CTA, to formally recognize Xxxxxxxx'x
significant contribution to CTA's growth and success, and to fully and finally
settle all differences between them;
NOW, THEREFORE, Xxxxxxxx and CTA intending to be legally bound and in
consideration of the mutual promises set forth below, hereby agree as follows:
1. Xxxxxxxx and CTA agree to terminate their employee/employer
relationship on January 1, 1997 or at such time as this Agreement becomes
effective.
2. CTA will pay Xxxxxxxx the sum total of $71,196.00 ("Settlement
Amount"). CTA shall withhold from the Settlement Amount all applicable Federal,
State and Local income taxes. The Settlement Amount shall be payable to Xxxxxxxx
by check within thirty (30) days after the date that this Agreement becomes
effective.
3. Xxxxxxxx shall retain all stock options awarded to him by CTA
and described in the letter attached as Exhibit "A", and they will remain
exercisable by Xxxxxxxx until November 28, 2003 to the same extent as if
Xxxxxxxx had remained an employee of CTA.
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4. (a) For the longer of a period of five (5) years from the date
of his termination, or the term of the Consulting Agreement, Xxxxxxxx will not
either directly or indirectly, or by acting in concert with others: (i) engage,
whether as an employee, lender, agent, director, officer, independent
contractor, joint venturer or otherwise, in any business, or business practices
involving satellite development or information technology services which are
competitive with CTA, anywhere in the world; (ii) solicit for employment or
advise or recommend to any other person that they solicit for employment, any
employee of CTA; (iii) solicit, influence or attempt to influence, existing
customers of CTA or any person, partnership, association or corporation who was
known to Xxxxxxxx to be a customer prospect of CTA at the time of Xxxxxxxx'x
termination of employment to do business with any person, partnership,
association or corporation other than CTA; or (iv) knowingly divert or attempt
to divert from CTA, any business that CTA has enjoyed or solicited during the
five (5) year period preceding Xxxxxxxx'x termination from employment with CTA.
Notwithstanding any provision in this Agreement, Xxxxxxxx will be entitled to do
anything permitted in the terms of the Consulting Agreement of this date between
CTA and Xxxxxxxx. Nothing contained in the foregoing will prevent Xxxxxxxx from
directly or beneficially, owning not more than one (1) percent of the shares of
stock of a publicly traded company listed on a nationally recognized exchange
which company could be deemed to engage in activities that are competitive with
CTA.
(b) Xxxxxxxx acknowledges the world wide nature of the business
of the CTA; that he has received sufficient consideration for the restrictions
contained in subparagraph (a); that such restrictions are reasonable in time and
scope and are necessary for the protection of the business of CTA. Xxxxxxxx also
acknowledges that monetary damages would be an inadequate remedy for a breach by
Xxxxxxxx of the promises in subparagraph (a) and, if found by a court of
competent jurisdiction to have breached this Agreement consents to the entry of
an Order granting equitable relief to prevent further violation of those
restrictions. Xxxxxxxx agrees that the time during which he shall not compete
with CTA as set forth in subparagraph (a)
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shall be extended by any amount of time during which he is in violation of the
obligations set forth in subparagraph (a).
(c) In consideration of the restrictions set forth in
subparagraph (a), CTA shall pay Xxxxxxxx $175,000 per year for a period of five
(5) years. The aforementioned sum shall be payable to Xxxxxxxx on a quarterly
basis in advance. The first payment shall be due on January 1, 1997, and the
last payment will be due on October 1, 2001. If this Agreement becomes effective
any time after January 1, 1997, the payment dates shall be adjusted accordingly.
At the direction of Xxxxxxxx, CTA will not withhold Federal, State or Local
income taxes from those payments. Xxxxxxxx will assume full responsibility for
all taxes which may be imposed by any taxing authority in connection with the
payments. Xxxxxxxx will indemnify and hold CTA harmless from any and all claims
or liability in connection with any tax consequences of the payments, including
taxes due, interest, penalties and attorneys' fees.
5. Xxxxxxxx will agree to abide by either Rule 144 or 145 of the
Rules of the Securities and Exchange Commission if and when requested to do so
by CTA in connection with an initial public offering of stock by CTA.
6. Xxxxxxxx agrees to terminate the Computer Technology
Associates, Inc. Buy-Sell Agreement to become effective simultaneously with this
Agreement. A copy of the agreement terminating the Computer Technology
Associates, Inc. Buy-Sell Agreement is attached as Exhibit "B" to this
Agreement.
7. Xxxxxxxx hereby unconditionally releases, remises and forever
discharges CTA, its officers, directors, agents and employees, and all those
chargeable with liability on behalf of CTA (collectively "Releases") from any
and all claims, causes of action, suits, judgments and demands whatsoever
whether known or unknown which he has, may have or which may arise in the future
against any of them which relate, directly or indirectly, to the creation of
CTA, his role as a co-founder of CTA, his service as a member of the Board of
Directors of CTA, his employment by CTA or his termination from employment with
CTA, or any other matter or cause without
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limitation, including, but not limited to, claims for fraud, misrepresentation,
breach of fiduciary duty, conversion, detrimental reliance, promissory estoppel,
wrongful discharge, breach of the covenant of good faith and fair dealing,
breach of contract, infliction of emotional distress, defamation, and claims of
discrimination based on sex, sexual orientation, race, national origin, handicap
or disability, or age, or any other action arising under any other federal,
state or local statute, regulation, ordinance, or common law.
8. Xxxxxxxx hereby unconditionally releases, remises and forever
discharges CTA, its officer, directors, agents and employees, and all those
chargeable with liability on behalf of CTA from any and all rights or claims,
causes of action, demands, suits, or judgments, whether known or unknown, which
he has or may have against any of them which relate directly or indirectly to
his employment or termination from employment with CTA under the Age
Discrimination in Employment Act as amended, 29 U.S.C. 621 et. seq. from the
beginning of time to the date of this Agreement
9. CTA hereby unconditionally releases, remises and forever
discharges Xxxxxxxx, his heirs, administrators, executors and assigns, from any
and all claims, causes of action, suits, judgments and demands whatsoever which
CTA now has or ever had against Xxxxxxxx arising from Xxxxxxxx'x employment by
CTA or the termination of Xxxxxxxx'x employment with CTA or for any other cause
from the beginning of time to the date of this Agreement.
10. Xxxxxxxx understands that this Agreement includes a waiver by
him of any rights or claims that he may have against CTA under the Age
Discrimination in Employment Act ("ADEA"), and that this Agreement is intended
to comply with the older Workers Benefit Protection Act, 29 U.S.C. 626(f).
Accordingly, Xxxxxxxx acknowledges and represents as follows:
(a) he is waiving any rights or claims under the ADEA
knowingly and voluntarily in exchange for consideration of value to which he
would not otherwise have been entitled;
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(b) he has been advised in writing by CTA to consult with an attorney
in connection with this Agreement and his decision to waive any rights or claims
under the ADEA;
(c) he has been given a period of at least twenty-one (21) days within
which to consider this Agreement and his decision to waive any rights or claims
under the ADEA; and
(d) he has been informed by CTA and understands that he may revoke his
acceptance of this Agreement for a period of seven (7) days after signing it,
and that this Agreement shall not become effective or enforceable until the
revocation period has expired. Should Xxxxxxxx choose to revoke his acceptance
of this Agreement, he will notify CTA of such revocation in writing by certified
mail postmarked before midnight of the 7th day following the date of signing
this Agreement. Absent such revocation during the revocation period, this
Agreement will become valid and enforceable.
11. In the event that the provisions of paragraph 4 of this Agreement are
deemed to exceed the time or geographic limitations permitted by applicable law,
then such provisions shall be deemed to be reformed to the maximum time and/or
geographic limitations, permitted by law.
12. This Agreement shall be binding upon and enure to the benefit of CTA
and Xxxxxxxx and their respective successors, heirs, personal representatives,
and permitted assigns. This Agreement may not be assigned by Xxxxxxxx without
the written consent of CTA.
13. This Agreement contains the entire Agreement between Xxxxxxxx and CTA
concerning Xxxxxxxx'x termination from employment with CTA, and supersedes any
and all prior agreements, understandings, or discussions, between Xxxxxxxx and
CTA with respect thereto.
14. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Colorado.
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15. Xxxxxxxx represents and agrees that he has carefully read and fully
understands all of the provisions of this Agreement; that he has had a
reasonable period of time to consult with an attorney of his choice with regard
to this Agreement; and that he is entering into this Agreement knowingly,
voluntarily and of his own free will.
16. The parties shall use their reasonable good faith efforts to settle
any disputes hereunder by good faith discussions without resort to a formal
dispute resolution mechanism. If a formal mechanism is necessary, all disputes
under this Agreement shall be settled before a single arbitrator through
arbitration pursuant to the then in effect rules of the American Arbitration
Associations applicable for expedited arbitrations. Arbitration may be commenced
at any time by any party hereto after giving written notice to the other party
of the dispute that such dispute has been referred to arbitration under this
Agreement. The arbitrator shall be selected by the joint agreement of the
parties, but if they do not so agree within twenty (20) days after the date of
the notice referred to above, the selection shall be made pursuant to the rules
from the panels of arbitrators maintained by such Association. The arbitrator
shall render his decision within one hundred twenty (120) days of appointment.
Any award rendered by the arbitrator shall be conclusive and binding upon the
parties hereto; provided, however, that any such award shall be accompanied by a
written opinion of the arbitrator giving the reasons for the award. This
provision for arbitration shall be specifically enforceable by the parties and
the decision of the arbitrator in accordance herewith shall be final and binding
and there shall be no right of appeal therefrom. The costs and expenses of
arbitration, including attorney's fees and expenses of the arbitrator shall be
paid by the parties as determined by the arbitrator. The arbitrator shall not be
permitted to award punitive or similar type of damages under any circumstances.
17. The parties acknowledge that CTA is currently attempting to raise
additional capital through a sale of equity or by way of a debt offering to
continue and grow Company operations. The parties agree that this Agreement will
remain
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contingent and shall not become effective until such time as the Company
notifies Xxxxxxxx in writing that it is in receipt of such additional capital.
12/11/96 /s/ Xxxxxx X. Xxxxxxxx, XX
------------------------- -------------------------------
Dated: Xxxxxx X. Xxxxxxxx, XX
12/11/96 /s/ Xxxxxxx X. Xxxxxx
------------------------- -------------------------------
Dated: Xxxxxxx X. Xxxxxx
Executive Vice President &
Chief Financial Officer
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[CTA LETTERHEAD]
EXHIBIT A
December 11, 1996
Xx. Xxxxxx X. Xxxxxxxx, XX
000 Xxxxx Xxxxx
Xxx Xxxxx at Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
RE: Second Amendment to Stock Option Agreement
Dear Xx. Xxxxxxxx:
This letter has reference to a certain Stock Option Agreement dated
November 27, 1989 by and between CTA INCORPORATED, a Colorado corporation
("Company"), and you, as amended on May 30, 1991 (as amended, the "Stock Option
Agreement"). You have agreed to terminate your employment with the Company
effective January 1, 1997. Additionally, you have agreed to enter into a
consulting agreement with the Company ("Consulting Agreement"). The term of the
Consulting Agreement expires on November 28, 2003. In light of the above change
in the relationship between you and the Company, we above agreed to amend and
restate Section 4 of the Stock Option Agreement.
Section 4 of the Stock Option Agreement is amended and restated and
shall read as follows:
"4. Termination of Option. The option, to the extent not previously
exercised, shall terminate, and the Employee shall have no further
rights with respect thereto, on November 28, 2003 (the expiration date
of the options and the expiration date of the Consulting Agreement). In
the event that Employee's employment with the Company terminates by
reason of death, then the option or any portion thereof which is
exercisable on the date of death may be exercised in accordance with
the terms thereof by the Employee's estate prior to the earlier of: (i)
the date which is ninety (90) days after the date on which a personal
representative is appointed to administer the Employee's estate; or
(ii) the first anniversary of the date of death."
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Xx. Xxxxxx X. Xxxxxxxx, XX
December 11, 1996
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If the foregoing represents your understanding of the agreements reached
between us, please execute and date where indicated below and return to the
undersigned.
Yours very truly,
CTA INCORPORATED
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President
& Chief Financial Officer
AGREED TO AND ACCEPTED.
INTENDING TO BE LEGALLY BOUND,
THIS 11th DAY OF DECEMBER, 1996.
/s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------------------------------------
Xxxxxx X. Xxxxxxxx, XX
96:414
[CTA INCORPORATED LETTERHEAD]
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TERMINATION AGREEMENT
This is an Agreement between Xxxxxxx X. Xxxxx ("Xxxxx"), and Xxxxxx X.
Xxxxxxxx, XX ("Xxxxxxxx") terminating the Computer Technology Associates, Inc.
Buy-Sell Agreement dated February 28, 1983.
WHEREAS, Xxxxx and Xxxxxxxx entered into the Computer Technology
Associates, Inc. Buy-Sell Agreement on February 28, 1983 ("The Buy-Sell
Agreement");
WHEREAS, a copy of the Buy-Sell Agreement is attached to this Agreement
as Exhibit "1";
WHEREAS, Article 12 of the Buy-Sell Agreement provides that it may be
terminated upon the agreement of both stockholder parties to the Buy-Sell
Agreement.
WHEREAS, Xxxxx and Xxxxxxxx desire to exercise their rights under
Article 12, and terminate the Buy-Sell Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and promises
set forth below and for other valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. Xxxxx and Xxxxxxxx hereby terminate the Buy-Sell Agreement.
2. Xxxxxxxx, his heirs, executors, administrators, successors, assigns
and representatives hereby unconditionally releases, remises and forever
discharges Xxxxx, his heirs, executors, administrators, successors, assigns and
representatives, and CTA INCORPORATED, and its officers, directors, servants,
employees and agents, and all those persons chargeable with liability on behalf
of Xxxxx and CTA INCORPORATED (collectively "Releasees") of and from any and all
manner of action, causes of action, claims, charges, demands, rights,
liabilities, and causes of action whatsoever, whether known or unknown, which
relate directly or indirectly to the Computer Technology Associates, Inc.
Buy-Sell Agreement or the termination of the Computer Technology Associates,
Inc. Buy-Sell Agreement or any other claim relating to Xxxxx' employment
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with CTA, the creation of CTA, his role as co-founder of CTA, or service to CTA
as a member of its Board of Directors.
3. Xxxxx, his heirs, executors, administrators, successors, assigns
and representatives hereby unconditionally releases, remises and forever
discharges Xxxxxxxx, his heirs, executors, administrators, successors, assigns
and representatives, and CTA INCORPORATED, and its officers, directors,
servants, employees and agents, and all those persons chargeable with liability
on behalf of Xxxxxxxx and CTA INCORPORATED (collectively "Releasees") of and
from any and all manner of action, causes of action, claims, charges, demands,
rights, liabilities, and causes of action whatsoever, whether known or unknown,
which relate directly or indirectly to the Computer Technology Associates, Inc.
Buy-Sell Agreement or the termination of the Computer Technology Associates,
Inc. Buy-Sell Agreement or any other claim relating to Xxxxxxxx'x employment
with CTA, the creation of CTA, his role as co-founder of CTA, or service to CTA
as a member of its Board of Directors.
4. This Agreement shall be binding upon and/or to the benefit of Xxxxx
and Xxxxxxxx, and their respective successors, heirs, personal representatives
and permitted assigns.
5. This Agreement contains the entire Agreement among Xxxxx, Xxxxxxxx
and CTA concerning the termination of the Computer Technology Associates, Inc.
Buy-Sell Agreement and supersedes any and all prior agreements, understandings
or discussions between Xxxxx and Xxxxxxxx with respect thereto.
6. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Colorado.
7. Each party to this Agreement represents that he or it has had a
reasonable opportunity to consult with an attorney of his or its choice before
signing this Agreement; that he has carefully read and fully understands all the
provisions of this
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Agreement, and that he is entering into this Agreement knowingly, voluntarily,
and of his own free will.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this
day of , 1996.
4/22/96 /s/ Xxxxxxx X. Xxxxx
--------------------------- ---------------------------------
Date Xxxxxxx X. Xxxxx
12/11/96 /s/ Xxxxxx X. Xxxxxxxx, XX
--------------------------- ---------------------------------
Date Xxxxxx X. Xxxxxxxx, XX
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CONSULTING AGREEMENT
AGREEMENT dated as of ,1996 between Xxxxxx X. Xxxxxxxx, XX
("Consultant") and CTA INCORPORATED, a Colorado corporation (the "Corporation").
WHEREAS, the Corporation deems it advisable to retain Consultant to
provide consulting services and Consultant is willing to provide such services
to the Corporation;
IT IS, THEREFORE, AGREED:
1. Consulting Period. The "Consulting Period" shall mean the period
beginning on January 1, 1997 and ending on the earlier of (i) November 28, 2003
or (ii) the date the Consulting Period is terminated pursuant to Section 4.
2. Consulting Services and Relationship.
(a) Services. During the Consulting Period, Consultant shall provide
consulting services to the Corporation which may include the procurement of
contracts for the Corporation with respect to commercial and international
customers of CTA ("Contracts"). Consultant shall not attempt to procure any
contracts on behalf of Corporation without the advance approval of Corporation.
Consultant shall report directly to Xxxxxxx Xx Xxxxxx or his designee.
(b) Relationshop. Consultant shall be a consultant, and not an employee
of the Corporation, within the meaning of all federal, state and local laws and
regulations governing employment insurance, workers, compensation, industrial
accident, labor and taxes. Except for those which may be available through CTA
Simulation Systems, LLC, Consultant shall not, by reason of this Agreement,
acquire any benefits, privileges or rights under any benefit plan maintained by
the Corporation.
3. Compensation and Expenses.
(a) During the Consulting Period the Corporation shall pay Consultant a
fee (the "Finders Fee") equal to one (1) percent of the "Fee Bearing Revenue"
(as hereinafter defined) from each "Eligible Contract" (as hereinafter defined)
accepted by
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CTA. An "Eligible Contract" shall mean a Contract that (1) is accepted by the
Corporation, (2) was secured primarily as a result of Consultant's efforts, and
(3) will produce Fee Bearing Revenue for the Corporation of more than $5 million
dollars over the term of such Contract. For purposes of this Agreement, "Fee
Bearing Revenue" shall mean the gross revenue paid to the Corporation in respect
of a Contract for products manufactured by it and/or services provided by it,
but excluding any amounts which are paid to the Corporation as reimbursement for
out-of-pocket costs including, without limitation, the cost of procuring
products or services which are produced or provided by third parties or
subcontractors which would be non fee bearing under such Contract. The amount of
Fee Bearing Revenue attributable to any particular Contract shall be determined
by the Corporation in accordance with generally accepted accounting principles
consistently applied. The Corporation will make its books and records regarding
the Eligible Contracts available for copying and inspection by Consultant. If
the Corporation is found to have erred in the calculation of Fee Bearing
Revenue, and underpaid the Consultant, the Corporation will pay Consultant's
costs incurred in reaching that finding and any amount found to be due to
Consultant with interest at 10% per annum from the time it was due until it is
paid in full. Similarly, if Corporation is found to have overpaid Consultant,
then Consultant shall pay corporation's costs incurred in detecting the
overpayment, and interest of 10% per annum on the amount overpaid from date of
overpayment until the date it is repaid to Corporation. Consultant agrees that
Corporation shall determine in its sole discretion whether to accept a contract
procured by Consultant.
(b) CTA agrees that the Finders Fee will be applicable without
limitation to:
(i) all Thailand space and related ground programs associated
through SAMANCO and Lt. General Montrei and Lt. General Chompaisal;
(ii) DCSC III space segment replacement as associated through
SAMANCO, and
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(iii) any other programs as agreed and directed by Corporation
according to paragraph 3(a) (c). The Finders Fee shall be payable to Consultant
in respect of the Fee Bearing Revenue attributable to the original term of each
Eligible Contract and any options expressed therein, and shall not be payable in
respect of Fee Bearing Revenue attributable to any modifications of an Eligible
Contract, options or renewals not expressed in the Eligible Contract.
(d) The Consulting Fee shall be paid on an annual basis in arrears
within 60 days after the close of each fiscal year of the Corporation during the
Consulting Period. The amount so payable for any fiscal year shall be based on
Fee Bearing Revenue actually received by the Corporation during such fiscal
year, and shall be payable to Consultant, with respect to such fiscal year, only
if the Corporation has not terminated the Consulting Period for Cause prior to
the end of such fiscal year.
(e) The Corporation shall reimburse Consultant for reasonable travel
expenses incurred by Consultant during the Consulting Period in the performance
of his duties hereunder on a current basis in accordance with the policies of
the Corporation provided that such expenses are pre-approved by the Corporation.
Any amounts so reimbursed to Consultant shall be repaid to Corporation from any
Finders Fee ultimately paid to Consultant.
(f) In the event that the Consulting Period expires on November 28,
2003, then the Consultant (or his estate) shall continue to receive Finders Fees
in respect of Fee Bearing Revenue paid to the Corporation on then existing
Eligible Contracts, such amounts to be paid in arrears as set forth in Section
3(d) within 60 days after the end of each succeeding fiscal year for so long as
such Eligible Contracts continue (determined without regard to Contract renewals
not expressed in the eligible contract).
4. Events of Termination.
(a) Death or Disability. The Consulting Period shall terminate
automatically upon the death or permanent disability of Consultant. For this
purpose, "permanent disability" means a physical or mental disability which
renders Consultant unable to perform his duties hereunder for a period of 180
days or more.
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(b) By Consultant. The Consulting Period may be terminated by
Consultant upon at least 30 days' written notice to the Corporation.
(c) By the Corporation. The Corporation may terminate the Consulting
Period for Cause to be effective thirty (30) days after notice. For purposes of
this Agreement, the Corporation shall have Cause to terminate the Consulting
Period upon (i) filing for bankruptcy protection by the Consultant, (ii) an act
of fraud or embezzlement by Consultant against the Corporation, (iii)
Consultant's conviction of, or pleading no contest to a felony, (iv)
Consultant's disclosure of Confidential Information in violation of paragraph 6
of this Agreement, or (v) Consultant's violation of the Non-Competition covenant
set forth in Consultant's Employee Separation Agreement with CTA.
(d) Expiration. Unless terminated sooner pursuant to Section 4(a), (b)
or (c), the Consulting Period will expire on November 28, 2003.
5. Obligations upon Termination. Except with respect to the Corporation's
continuing obligations to make certain payments to the Consultant (or his
estate) as set forth in Section 3, and the obligations of the Consultant set
forth in Sections 6 and 7, neither the Consultant nor the Corporation shall have
any further obligation to each other under this Agreement upon termination of
the Consulting Period.
6. Confidential Information. Consultant shall hold in a fiduciary
capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or any of its
subsidiaries or affiliated companies and their respective businesses which shall
have been obtained by Consultant during the Consulting Period and which is not
public knowledge or which becomes public knowledge solely by acts of Consultant
in violation of this Agreement. After expiration of the Consulting Period,
Consultant shall not, without the prior written consent of the Corporation,
communicate or divulge any such information, knowledge or data to anyone other
than the Corporation and those designated by it.
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7. Successors.
(a) This Agreement is personal to Consultant and his estate if
applicable and shall not be assignable by Consultant without the prior written
consent of the Corporation.
(b) This Agreement shall enure to the benefit of and be binding upon
the Corporation and its successors or assigns.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors or legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, or via facsimile, with hard copy to
follow, addressed as follows:
If to Consultant If to the Corporation
Xxxxxx X. Xxxxxxxx, XX CTA INCORPORATED
000 Xxxxx Xxxxx 0000 Xxxxxxxxx Xxxxxxxxx
Xxx Xxxxx at Castle Pines Rockville, MD 20852
Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: General Counsel
or to such other address as either party shall have furnished to the other in
accordance herewith. Notices and communications shall be effective when actually
received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
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(d) The failure of the Corporation or Consultant at any time to enforce
performance by the other of any provisions of this Agreement shall in no way
affect the Corporation's or Consultant's (as applicable) rights thereafter to
enforce the same, nor shall the waiver by the Corporation or Consultant of any
breach of any provision hereof be held to be a waiver by such party of any other
breach of the same or any other provision.
(e) This Agreement contains the entire understanding of the Corporation
and Consultant with respect to the subject matter hereof, and supersedes and
renders null and void any previous agreements between them with respect thereto.
9. Disputes. The parties shall use their reasonable good faith efforts to
settle any disputes hereunder by good faith discussions without resort to a
formal dispute resolution mechanism. If a formal mechanism is necessary, all
disputes under this Agreement shall be settled through arbitration before a
single arbitrator pursuant to the then in effect rules of the American
Arbitration Association applicable for expedited arbitrations. Arbitration may
be commenced at any time by any party hereto after giving written notice to the
other party of the dispute that such dispute has been referred to arbitration
under this Agreement. The arbitrator shall be selected by the joint agreement of
the parties but if they do not so agree within twenty (20) days after the date
of the notice referred to above, the selection shall be made pursuant to the
rules from the panels of arbitrators maintained by such Association. The
arbitrator shall render his decision within one twenty (120) days of
appointment. Any award rendered by the arbitrator shall be conclusive and
binding upon the parties hereto; provided, however, that any such award shall be
accompanied by a written opinion of the arbitrator giving the reasons for the
award. This provision for arbitration shall be specifically enforceable by the
parties and the decision of the arbitrator in accordance herewith shall be final
and binding and there shall be no right of appeal therefrom. The costs and
expenses of arbitration, including attorney's fees and expenses of the
arbitrator shall be paid by the parties as determined by the arbitrator. The
arbitrator shall not be permitted to award punitive or similar type of damages
under any
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circumstances. Any disputes arising under this Agreement shall be submitted to
binding and final arbitration in accordance with the then in effect Rules of the
American Arbitration Association.
10. Condition Precedent to Agreement. The parties acknowledge that CTA
is currently attempting to raise additional capital through a sale of equity or
by way of a debt offering to continue and grow Company operations. The parties
agree that this Agreement will remain contingent and shall not become effective
until such time as the Company notifies Xxxxxxxx in writing that it is in
receipt of such additional capital.
IN WITNESS WHEREOF, Consultant and the Corporation have caused this
Agreement to be duly executed as of the day and year first above written.
12/11/96 /s/ Xxxxxx X. Xxxxxxxx, XX
--------------------- ---------------------------------
Dated Xxxxxx X. Xxxxxxxx, XX
Jan. 15, 1997 /s/ Xxxxxxx xx Xxxxxx
-------------------- ---------------------------------
Dated Xxxxxxx xx Xxxxxx
President
Space & Telecommunications Systems
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