EMPLOYMENT AGREEMENT
EXHIBIT
10.2
EMPLOYMENT
AGREEMENT (this
“Agreement”),
dated as of January 14, 2008 (the “Effective
Date”), by and among Technest Holdings, Inc. (with its subsidiaries, the
“Company”),
a Nevada corporation, and Xxxxx X. Kotak (the “Executive”)
located in Silver Spring, Maryland.
WITNESSETH
THAT
WHEREAS,
the Company wishes to
employ the Executive to render services as the Chief Financial Officer of the
Company on the terms and conditions set forth in this Agreement;
and
WHEREAS,
the Executive wishes
to be retained and employed by the Company on such terms and
conditions;
THEREFORE,
in consideration of
the premises, the mutual agreements set forth below and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1.
Employment: The
Company hereby employs the Executive, and the Executive accepts such employment
and agrees to perform services for the Company as described herein, for the
period of time and upon the other terms and conditions set forth in this
Agreement.
2.
Term: Unless
terminated at an earlier date in accordance with Section 8 of this Agreement
or
otherwise extended by agreement of the parties, the term of the Executive’s
engagement hereunder shall be for a period of 5 years (the “Term”),
commencing on the Effective Date. The period of engagement may be
extended by written agreement between the parties, provided that certain
provisions relating to compensation may change upon commencement of any
extension hereto.
3.
Position and
Duties
(a)
Service with the
Company: During the Term of the Executive’s engagement, the
Executive shall be employed in the position of Chief Financial Officer of the
Company.
(b)
Service with
Subsidiaries: During the Term of the Executive’s engagement, he may be
appointed to serve as an officer or director of certain of the Company’s wholly
or majority owned subsidiaries. Such service shall be a duty and
responsibility of the Executive and be governed by the terms of this employment
agreement. Such duties shall be performed by the Executive for no
additional consideration. As of the Effective Date, Executive is
Chief Financial Officer of the Company’s wholly owned subsidiary, Genex
Technologies, Inc.
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(b)
Performance of
Duties The Executive agrees to serve the Company faithfully and to the
best of Executive’s ability and to devote his full working time, attention and
efforts exclusively to the business and affairs of the Company during the
Executive’s engagement by the Company. Any exceptions to this arrangement shall
be subject to approval by the Company’s Board of Directors. The
Executive hereby confirms that Executive is under no contractual commitments
inconsistent with Executive’s obligations set forth in this Agreement and that,
during the Term of this Agreement, Executive will not render or perform services
to or for any other corporation, firm, entity or person which are inconsistent
with the provisions of this Agreement. While Executive remains
employed by the Company, the Executive may participate in reasonable
professional, charitable and/or personal investment activities including
participating on the Board of other corporations, so long as such activities
do
not individually or in the aggregate interfere with the performance of
Executive’s obligations under this Agreement.
4.
Compensation
(a)
Base
Compensation: As compensation for services to be rendered by
the Executive under this Agreement, the Company shall pay to the Executive,
during the Term of the Executive’s engagement and subject to the termination
provisions of Section 8 of this Agreement, a base payment of $220,000 per year
(the “Annual
Salary”), which payment shall be paid in arrears in accordance with the
Company’s normal procedure and policies. The Executive shall be
eligible for periodic cost of living or merit raises at the discretion of the
Company.
(b)
Bonus
(i)
Cash
Compensation: In
addition to the Annual Salary, the Executive shall be eligible to receive cash
bonus compensation from time to time as determined by the Board of Directors
of
the Company or a compensation committee of the Board of Directors of the
Company, or subset of such committee, composed in accordance with the corporate
governance requirements of the applicable listing exchange.
(ii)
Equity
Compensation: In addition to the Annual Salary and cash bonus, the
Executive shall be eligible to receive equity bonus compensation from time
to
time in amounts and upon conditions determined by the Board of Directors of
the
Company, or a compensation committee of the Board of Directors of the Company
or
a subset of such committee, composed in accordance with the corporate governance
requirements of the applicable listing exchange.
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Initial
Grant of
Stock: Within three business days of the Effective Date, the
Company shall issue to the Executive fifty thousand (50,000) shares of the
Company’s Common stock (the “Shares”)
pursuant to the Company’s 2006 Stock Award Plan and in accordance with the
restricted stock agreement between the Company and the Executive in the form
previously approved by Company’s Board of Directors (the “Restricted
Stock Agreement”), provided, however, that the Shares shall vest on the
first anniversary of the Effective Date.
(c)
Expenses: The
Company shall pay or reimburse the Executive for all reasonable and necessary
out-of-pocket expenses incurred by the Executive in the performance of the
Executive’s duties under this Agreement, subject to the Company’s normal
policies for expense authorization and verification.
(d)
Liability Insurance:
The Company agrees to maintain Directors and Officers liability insurance
upon terms and conditions consistent with industry practices.
(e)
Benefits: The
Executive shall be entitled to receive and participate in all benefits offered
to full-time Executives of the Company, including, but not limited to, health
and dental insurance, life insurance, participation in the Company’s 401(k) plan
and vacation benefits.
5.
Confidential
Information Except as permitted
or directed
by the Company’s Board of Directors in writing or as required by operation of
law, during the Term of this Agreement or at any time thereafter, the Executive
shall not divulge, furnish or make accessible to anyone or use in any way (other
than in the ordinary course of business of the Company) any Confidential
Information. “Confidential Information” shall include any information
of the Company or any affiliate, customer, subsidiary, supplier or other
business associate of the Company or any affiliate (including but not limited
to
any trade secrets or other private matters) that the Executive has acquired
or
become acquainted with or will acquire or become acquainted with prior to the
termination of the period of the Executive’s engagement by the Company
(including engagement by the Company or any affiliated companies prior to the
Effective Date) whether developed by the Executive or by
others, and
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which
is not known or generally available to the general public or of a type which
the
Company has customarily made available to the general public including but
not
limited to any trade secrets, confidential or secret designs, processes,
formulae, plans, devices or material (whether or not patented or patentable)
directly or indirectly useful in any aspect of the business of the Company,
any
customer or supplier lists of the Company, any confidential or secret
development or research work of the Company, or any other confidential or secret
aspects of the business of the Company. The Executive acknowledges
that the above-described knowledge or information constitutes a unique and
valuable asset of the Company and represents a substantial investment of time
and expense by the Company, and that any disclosure or other use of such
knowledge or information other than for the sole benefit of the Company would
be
wrongful and would cause irreparable harm to the Company. Both
during and after the Term of the Executive’s engagement, the Executive will
refrain from any acts or omissions that would reduce the value of such knowledge
or information to the Company. The foregoing obligations of
confidentiality shall not apply to any knowledge or information that is
published and publicly available or which subsequently becomes generally
publicly known in the form in which it was obtained from the Company, other
than
as a direct or indirect result of the breach of this Agreement by the
Executive.
6.
Ventures If,
during the Term of
the Executive’s engagement, the Executive is engaged in or associated with the
planning or implementing of any project, program or venture involving the
Company and a third party or parties, all right in such project, program or
venture shall belong to the Company, unless prior written consent from the
Company is obtained. Except as approved by the Board, or its
designee, the Executive shall not be entitled to any interest in such project,
program or venture or to any commission, finder’s fee or other compensation in
connection therewith other than the compensation to be paid to the Executive
as
provided in this Agreement. The Executive shall disclose to the Board
of Directors any arrangement through which the Executive acquires or may acquire
any interest, direct or indirect, in any vendor or customer of the
Company.
7.
Intellectual Property
Rights
(a)
Disclosure and
Assignment The Executive will promptly disclose in writing to
the Company complete information concerning each and every invention, discovery,
improvement, device, design, apparatus, practice, process, method or product,
whether patentable or not, made, developed, perfected, devised, conceived or
first reduced to practice by the Executive, either solely or in collaboration
with others, whether or not during regular working hours, relating either
directly or indirectly to the business, products, practices or techniques of
the
Company or arising out of or relating to the services provided hereunder (the
“Developments”). The
Executive, to the extent that Executive has the legal right so to do, hereby
acknowledges that any and all of the Developments and all originals and copies
of all notebooks, disks, tapes, computer programs, reports, proposals and
materials evidencing, incorporating, constituting, representing or recording any
Development or Confidential Information or any other information or materials
furnished to Executive by the Company are the sole property of the
Company. The Executive agrees to assign and hereby does assign to the
Company any and all of the Executive’s right title and interest throughout the
world in and to any and all of the Developments and anything tangible which
evidences, constitutes, represents or records any Development (the “Assignment”). During
the period commencing the day after the Executive’s last day performing services
for the Company and ending one year after termination of the Executive’s
engagement with the Company, at the request of the Company, the Executive will
confer with the Company and its representatives for the purpose of disclosing
all Developments to the Company, provided that such conference is at the
Company’s expense and the Executive is compensated at an hourly rate equal to
the Executive’s final Annual Salary divided by two-thousand eighty
(2080).
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(b)
Limitation on Section
7(a) The provisions of Section 7(a) shall not apply to any
Development meeting the following conditions: (i) such Development was developed
entirely on the Executive’s own time without the use of any Company equipment,
supplies, facility or trade secret information; and (ii) such Development does
not relate directly or significantly to the business of the Company, to the
Company’s actual or demonstrably anticipated research or development; or result
from any work performed by the Executive for the Company.
(c)
Copyrightable
Material All right, title and interest in all copyrightable material that
the Executive shall conceive or originate, either individually or jointly with
others, and which arises out of the performance of this Agreement, will be
the
property of the Company and are by this Agreement assigned to the Company along
with ownership of any and all copyrights in the copyrightable
material. Upon request and without further compensation therefore,
but at no expense to the Executive, the Executive shall execute all papers
and
perform all other acts necessary to assist the Company to obtain and register
copyrights on such material in any and all countries, except that the Executive
shall be compensated at an hourly rate equal to the Executive’s final Annual
Salary divided by two-thousand eighty (2080) for compliance with this provision
following termination or expiration of this Agreement. Executive
agrees that to the extent the copyright laws of the United States apply to
the
Developments, the Developments constitute “works made for hire” as defined in
the United States Copyright Act. To the extent not considered as
works made for hire, such works are hereby assigned to the Company under the
Assignment provision of this Section 7.
(d)
Executive hereby agrees, without payment of any additional consideration to
Executive to: (i) promptly disclose all Developments to the Company; (ii) assist
the Company in every reasonable manner to obtain patents or copyrights thereon
in any and all countries for the Company’s benefit; and (iii) to execute all
such patent applications, patent or copyright assignments and other lawful
documents, and to take all such other actions, as the Company may request to
otherwise carryout the purposes of this Agreement. In connection with
this Section 7, Executive hereby irrevocably grants power of attorney to the
Company to act for and on Executive’s behalf to execute, register and file any
such applications, and to do all other lawfully permitted acts to further the
registration, prosecution and issuance of patents, copyrights or similar
protections with the same legal force and effect as if executed by
Executive. The out-of-pocket cost of filing and prosecuting patent
applications and obtaining copyright registration for the Developments shall
be
borne by the Company.
(e)
It is understood that this Section 7 applies, without limitation, to any and
all
oral communications and writings, including, without limitation, notes,
drawings, specifications, schematics, flow charts, software, algorithms and
engineering, sales, marketing and financial plans, and studies and reports
that
are prepared, compiled or acquired by or on behalf of Executive during the
Term
of this Agreement.
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8.
Termination of
Engagement
(a)
Grounds for
Termination The Executives engagement shall terminate prior to
the expiration of Term or any extension thereof in the event that at any time:
(i) the Executive dies; (ii) the Company elects to terminate this Agreement
for
Cause, as defined in Section 8(b) below, and notifies the Executive in writing
of such election; (iii) the Company elects to terminate this Agreement without
Cause and notifies the Executive in writing of such election; (iv) the Executive
elects to terminate this Agreement and notifies the Company in writing of such
election; or (v) the Executive elects to terminate this Agreement for Good
Reason, as defined below in Section 8(c) and notifies the Company in writing
of
such election.
(b)
Cause
Defined “Cause” means that (i) the Executive has willfully or
recklessly breached the provisions of Sections 5, 6 or 7 of this Agreement
in
any material respect; (ii) the Executive has engaged in willful misconduct
which
has resulted in material financial harm to the Company; (iii) the Executive
has
committed fraud or embezzlement in connection with the Company’s business; or
(iv) the Executive has been convicted or has pleaded nolo contendere to a felony
or a crime of moral turpitude.
(c)
Good Reason
Defined “Good Reason” shall mean (i) the assignment of the
Executive to any duties materially inconsistent in any respect with the
Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
3 of this Agreement or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action
not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive; (ii) any termination or reduction
of a
material benefit under any benefits plan in which the Executive participates
unless (1) there is substituted a comparable benefit prior to such termination
or reduction or (2) benefits under such plan are terminated or reduced with
respect to all employees of the Company previously granted benefits thereunder;
or (iii) without limiting the generality of the foregoing, any material breach
of this Agreement by the Company or any successor thereto.
(d)
Effect of
Termination Notwithstanding any termination of this Agreement,
the Executive, in consideration of the Executive’s engagement hereunder, shall
remain bound by the provisions of this Agreement which specifically relate
to
periods, activities or obligations upon or subsequent to the termination of
the
Executive’s engagement, including without limitation Sections 5 and
7.
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(e)
Surrender of Records
and Property Upon termination of the Executive’s engagement
with the Company, the Executive shall deliver promptly to the Company all
records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof that relate
in
any way to the business, products, practices or techniques of the Company,
and
all other property, trade secrets and confidential information of the Company,
including, but not limited to, all documents that, in whole or in part, contain
any trade secrets or confidential information of the Company, which in any
of
these cases are in Executive’s possession or under the Executive’s
control.
(f)
Payment
Continuation If the Executive’s engagement with the Company is
terminated by the Company pursuant to clause (iii) of Section 8(a) of this
Agreement or by the Executive pursuant to clause (v) of Section 8(a) of this
Agreement, then the Company shall continue to pay to the Executive’s Annual
Salary payments and shall continue to provide medical benefits
comparable to those the Executive participated in during his engagement with
the
Company for the Executive and his eligible dependents for a period of one year
from the date of such termination. If the Executive’s engagement is
terminated pursuant to clauses (i), (ii) or (iv) of Section 8(a) of this
Agreement, the Executive’s right to Annual Salary payments and benefits shall
immediately terminate, except as may otherwise be required by applicable
law.
(g)
Change of
Control Notwithstanding the foregoing, in the event that a Change of
Control (as defined below) occurs during the Term of this Agreement and the
Executive is terminated as a result of such Change of Control (other than for
Cause), the Company shall pay to the Executive, in cash within 30 days after
the
date of termination, the amount equal to the Annual Salary, together with any
earned Annual Salary through the date of termination and any accrued vacation
pay. For purposes of this Section, any one of the following events shall be
considered a “Change of Control”:
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(i)
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the
acquisition by any “person” (as such term is defined in Section 3(a)(9) of
the Securities Exchange Act of 1934) of any amount of the Company’s Common
Stock so that it holds or controls fifty percent (50%) or more of
the
Company’s Common Stock;
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(ii)
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a
merger or consolidation after which fifty percent (50%) or more of
the
voting stock of the surviving corporation is held by persons who
were not
stockholders of the Company immediately prior to such merger or
consolidation;
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(iii)
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the
sale or disposition by the Company of all or substantially all of
the
Company’s assets to an entity in which immediately after such sale or
disposition, the Company’s stockholders hold less than 50% of the combined
voting power of such entity’s outstanding securities; or
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(iv)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
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9.
Non-Competition.
(a) The
Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and accordingly agrees as follows:
(i) During
the Term of the Executive’s engagement and, for a period of one year following
the date Executive ceases to be employed by the Company (the “Restricted
Period”), the Executive will not, whether on Executive’s own behalf or on
behalf of or in conjunction with any person, company, business entity or other
organization engaged in a Competitive Business (as defined below), directly
or
indirectly solicit or assist in soliciting on behalf of any entity engaged
in a
Competitive Business, the business of any client or prospective
client:
(A) with
whom Executive had personal contact or dealings on behalf of the Company during
the one year period preceding termination of Executive’s engagement with the
Company;
(B) with
whom Executives reporting to Executive have had personal contact or dealings
on
behalf of the Company during the one-year period immediately preceding the
termination of the Executive’s engagement; or
(C) for
whom Executive had direct or indirect responsibility during the one-year period
immediately preceding Executive’s termination of employment.
(ii) During
the Restricted Period, Executive will not directly or indirectly:
(A) engage
in a Competitive Business;
(B) enter
the employ of, or render any services to, any person or entity (or any division
of any person or entity) who or which engages in a Competitive Business;
provided that Executive shall not be prohibited from rendering any services
to
any company that derives less than 10% of its revenues from a Competitive
Business (a “Permitted
Company”), if such services or employment relate solely to a business of
the Company that is not in competition with a Competitive Business;
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(C) acquire
a financial interest in, or otherwise become actively involved with, any
Competitive Business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant;
provided, however, a Competitive Business shall not include a Permitted Company,
or
(D) interfere
with, or attempt to interfere with, business relationships (whether formed
before, on or after the date of this Agreement) between the Company and
customers, clients, suppliers partners, members or investors of the Company
of
which it is reasonable to expect that Executive is aware.
(iii) For
purposes of this Agreement, “Competitive Business” means the development,
manufacture, license, sale or provision of products or services that the Company
currently, or at any time during the Term of this Agreement, sells,
manufactures, licenses or provides.
(iv) Notwithstanding
anything to the contrary in this Agreement, the Executive may, directly or
indirectly own, solely as an investment, securities of any person engaged in
a
Competitive Business which is publicly traded on a national or regional stock
exchange or on the over-the-counter market if the Executive (i) is not a
controlling person of, or a member of a group which controls, such person and
(ii) does not, directly or indirectly, own 5% or more of any class of securities
of such person.
(v) During
the Restricted Period, the Executive will not, whether on the Executive’s own
behalf or on behalf of or in conjunction with any person, company, business
entity or other organization whatsoever, directly or indirectly:
(A) solicit
or encourage any employee of the Company to leave the employment of the Company;
or
(B) hire
any such employee who was employed by the Company as of the date of Executive’s
termination of employment with the Company or who left the employment of the
Company coincident with, or within six months prior to or after, the termination
of Executive’s employment with the Company. Notwithstanding the foregoing,
Executive will not be restricted from hiring any employee who is terminated
without Cause by the Company.
(vi) During
the Restricted Period, Executive will not, directly or indirectly, solicit
or
encourage to cease to work with the Company any individual consultant then
under
contract with the Company.
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(b) It
is expressly understood and agreed that although the Executive and the Company
consider the restrictions contained in this Section 9 to be reasonable, if
a final judicial determination is made by a court of competent jurisdiction
that
the time or territory or any other restriction contained in this Agreement
is an
unenforceable restriction against the Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as
to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.
10.
Indemnification
- In the event that the Executive is made, or threatened to be made, a party
to
any action or proceeding, whether civil or criminal, by reason of the fact
that
the Executive is or was a director, officer, or member of a committee of the
Board or serves or served any other corporation, partnership, joint venture,
trust, the Executive benefit plan or other enterprise in any capacity at the
request of the Company, or resulting from any of the Executive’s actions in any
of the foregoing roles the Executive shall be indemnified by the Company and
the
Company shall advance the Executive’s related expenses to the fullest extent
permitted by law (including without limitation, damages, costs and reasonable
attorney fees), as may otherwise be provided in the Company’s Articles of
Incorporation and By Laws as incurred and will start prior to any judicial
preceding. The Company further covenants not to amend or repeal any provisions
of the Articles of Incorporation or Bylaws of the Company in any manner which
would adversely affect the indemnification or exculpatory provisions contained
therein as they pertain to acts. The provisions of this Section are intended
to
be for the benefit of, and shall be enforceable by, each indemnified party
and
the Executive’s heirs and representatives. If the Company or any of its
successors or assigns (i) shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving corporation
or entity of such consolidation or merger or (ii) shall transfer all or
substantially all of its properties and assets to such person, then and in
each
such case, proper provisions shall be made so that the successors and assigns
of
the Company shall assume all of the obligations set forth in this Section
10.
11.
Miscellaneous
(a)
Counterparts This
Agreement may be executed in separate counterparts, each of which will be an
original and all of which taken together shall constitute one and the same
agreement, and any party hereto may execute this Agreement by signing any such
counterpart.
(b)
Severability Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under the applicable law, but if any provision
of
this Agreement is held to be invalid, illegal or unenforceable under any
applicable law or rule, the validity, legality and enforceability of the other
provisions of this Agreement will not be affected or impaired
thereby. In furtherance and not in limitation of the foregoing,
should the duration or geographical extent of, or business activities covered
by, any provision of this Agreement be in excess of that which is valid and
enforceable under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may validly and enforceably
be covered.
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(c)
Assignability Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable (including by operation of law) by
either party without the prior written consent of the other party to this
Agreement.
(d)
Modification,
Amendment, Waiver or Termination No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of
dealing between the parties will modify, amend, waive or terminate any provision
of this Agreement or any rights or obligations of any party under or by reason
of this Agreement. No delay on the part of the Company or the
Executive in exercising any right hereunder shall operate as a waiver of such
right. No waiver, express or implied, by the Company of any right or
breach by the Executive shall constitute a waiver of any other right or breach
by the Executive.
(e)
Notices All
notices, consents, requests, instructions, approvals or other communications
provided for herein shall be in writing and delivered by personal delivery,
overnight courier, mail, electronic facsimile or e-mail addressed to the
receiving part at the address set forth herein. All such
communications shall be effective when received.
If
to the Company:
Technest
Holdings,
Inc.
Attention:
General
Counsel
00000
Xxxxx Xxxx Xxxxx, Xxxxx
000
Xxxxxxxx,
XX 00000
If
to the Executive
Xxxxx
X. Kotak
c/o
Technest Holdings,
Inc.
00000
Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Any
party
may change the address set forth above by notice to the other party given as
provided herein.
(f)
Headings The
headings contained in this Agreement are for reference purposes only and
shall
not in any way affect the meaning or interpretation of this
Agreement.
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(g)
Governing
XxxXXX MATTERS RELATING
TO THE
INTERPREATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THE AGREEMENT SHALL
BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING EFFECT
TO
ANY CHOICE OF LAW PROVISIONS THEREIN.
(h)
Venue;
Fees and
Expenses Any action at law, suit in equity or judicial proceeding arising
directly, indirectly, or otherwise in connection with, out of, related to
or
from this Agreement, or any provision hereof, shall be litigated only in
the
state courts located in the State of Maryland, County of Xxxxxxxxxx or the
federal courts in the district which covers such county. The
Executive and the Company consent to the jurisdiction of such
courts. The prevailing party shall be entitled to recover its
reasonable attorneys’ fees and costs in any such action.
(i)
Waiver
of Right to Jury
Trial Each party hereto hereby waives, except to the extent
otherwise required by applicable law, the right to trial by jury in any legal
action or proceeding between the partied hereto arising out of or in connection
with this Agreement.
(j)
Third-Party
Benefit Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations
or
liabilities of any nature whatsoever.
(k)
Withholding
Taxes The Company may withhold from any benefits payable under
this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.
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THE
PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES
AGREE THAT THIS AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS
AND ALL PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
| ACCEPTED AND AGREED: | |
| Technest Holdings, Inc. | Xxxxx X. kotak |
| /s/ Xxxx X. Xxxxxxx, CEO | /s/ Xxxxx X. Kotak |
| Date: January 14, 2008 | Date: January 14, 2008 |
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