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EXHIBIT 10.22
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER 1 (the "AMENDMENT") TO THE EXECUTIVE EMPLOYMENT
AGREEMENT dated as of January 1, 2000 (the "AGREEMENT") is made as of December
28, 2000, between Cysive, Inc., a Delaware corporation (the "COMPANY"), and
Xxxxxx X. Xxxxxxxxx, Xx. ("EXECUTIVE").
WHEREAS, in connection with the Company's annual review of Executive
performance and market conditions governing Executive compensation, the Company
and the Executive hereby agree to amend the Agreement to designate Executive's
compensation for calendar year 2001.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company
hereby agree as follows.
1. SECTION 1(b) of the Agreement is hereby deleted and
replaced with the following:
"(b) SALARY, BONUS AND BENEFITS. For the calendar year
2001, the Company will pay Executive a base salary of $195,000 per annum
(the "ANNUAL BASE SALARY"). During 2001, Executive shall receive the Base
Bonus when and if the Company achieves certain performance targets, and,
additionally, Executive may also receive an Accelerated Bonus if and when
the Company exceeds those certain performance targets, subject to the
discretion of the Compensation Committee (the "BONUS"). The Base Bonus
means an amount equal to the product of 1.5 multiplied by the Annual Base
Salary and Accelerated Bonus means an additional amount as determined by
the Compensation Committee. The Executive shall be eligible to
participate in the Company's split-dollar insurance policy in accordance
with SECTION 1(c) BELOW. Executive's Annual Base Salary and Bonus for any
part of 2001 will be prorated based upon the number of days elapsed in
such year. In addition, during the Employment Period, Executive will be
entitled to such other benefits approved by the Compensation Committee
and made available to the Company's senior executives, including, but not
limited to, vacation time, tuition reimbursement, reimbursement of
business expenses and healthcare benefits."
2. SECTION 1(d) of the Agreement is hereby deleted and
replaced with the following:
"(d) SEPARATION. Executive's employment by the Company during
the Employment Period will continue until Executive's resignation at any time or
until
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Executive's disability or death or until the Compensation Committee terminates
Executive's Employment at any time during the Employment Period (the
"Separation"). If the Employment Period is terminated by the Executive without
Good Reason, then the termination will be effective fifteen (15) days after the
date of delivery of written notice of termination. If the Employment Period is
terminated by the Board or the Chief Executive Officer without Cause or by the
Executive with Good Reason, then the termination will be effective fifteen (15)
days after the date of delivery of written notice of termination. If the
Employment Period is terminated by the Board or the Chief Executive Officer with
Cause, termination will be effective fifteen (15) days after the date of
delivery of written notice of termination. If the Employment Period is
terminated by the Board or the Chief Executive Officer with Cause or by the
Executive without Good Reason, then the Executive shall be entitled to receive
his Annual Base Salary and all fringe benefits only through the effective date
of termination. If the Employment Period is terminated by the Board or the Chief
Executive Officer without Cause or by the Executive with Good Reason, then the
Executive shall be entitled to receive an amount equal to his Annual Base Salary
plus the Base Bonus (in effect at the time of termination) and all fringe
benefits (such payments and fringe benefits are referred hereinafter as the
"SEVERANCE PAYMENT") payable over a one year period in accordance with normal
payroll practices. If the Employment Period is terminated due to death, then the
Annual Base Salary and medical insurance will be continued through the next full
calendar month following the month in which the Executive died. If the
Employment Period is terminated due to Disability (as defined herein), then the
Annual Base Salary, medical insurance and disability insurance will be continued
until the last day of the six-month period following the Disability; provided,
however, that such Annual Base Salary shall be reduced by the amount of any
disability income payments made to the Executive during such six-month period
from any insurance or other policies provided by the Company. In the event
Executive is owed amounts under this SECTION 1(d), such amounts may be withheld
by the Company upon a breach or threatened breach of the terms and conditions of
SECTION 3 below.
3. SECTION 5 of the Agreement is hereby deleted and replaced
with the following:
"5. NOTICES. Any notice provided for in this Agreement must
be in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to the recipient at
the address below indicated:
If to the Company:
Cysive, Inc.
00000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Xx. and
Xxxxxx X. Xxxxx
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If to the Executive:
Xxxxxx X. Xxxxxxxxx, Xx.
Cysive, Inc.
00000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
or such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the
sending party. Any notice under this Agreement will be deemed to have
been given when so delivered or sent or, if mailed, five days after
deposit in the U.S. mail."
IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement on the date first written above.
CYSIVE, INC.
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: Vice President, Chief
Financial Officer,
Treasurer and Secretary
EXECUTIVE
/s/ XXXXXX X. XXXXXXXXX, XX.
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Xxxxxx X. Xxxxxxxxx, Xx.
