EMPLOYMENT AGREEMENT AMENDMENT
Exhibit
10.1
EMPLOYMENT
AGREEMENT AMENDMENT
For valuable consideration, the receipt
and sufficiency of which the parties acknowledge, this Employment Agreement
Amendment is entered into this 28th day of February 2009, by and
between Xxxxx Xxxxxx (hereinafter “Xxxxxx”) and SteelCloud, Inc. (hereinafter
“SteelCloud”).
Whereas, Xxxxxx and SteelCloud
entered into an Employment Agreement dated June 8, 2004 (hereinafter “Employment
Agreement”), and
Whereas, Xxxxxx and SteelCloud
amended the Employment Agreement on October 26, 2007 and December 31, 2008
(hereinafter “Amendments”), and
Whereas, Xxxxxx and SteelCloud
now wish to further amend the Employment Agreement,
Now,
therefore, the parties agree as follows:
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1.
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Section
4(a) of the Employment Agreement is amended to reduce and replace
“$215,000” with “$193,500.”
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2.
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Section
4 (d) should be amended to reduce monthly general business allowance from
$1,000 to $500, payable in gross
wages.
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3.
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Xxxxxx
agrees to forfeit 100,000 stock options granted on October 26, 2007 and
125,000 stock options granted on June 3,
2008.
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4.
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Section
4(e) (a) is replaced with the following: Under a separate
Incentive Stock Option agreement, Xxxxxx shall be granted an option for
150,000 SCLD shares on the date this amendment becomes
effective. Such options will vest quarterly in arrears over a
period of one year with a 5 year term. These stock options will
be subject to the terms of the separate incentive stock option
agreement.
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5.
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A
new section 4(e) (c) is added as follows: Xxxxxx shall receive
under a separate restricted stock agreement, 90,000 shares of restricted
stock which will vest ratably over 12 months, or 7,500 shares per month so
long as Xxxxxx is employed by the Company on the last day of the
month. The Company will pay the taxes on this stock grant, and
Xxxxxx acknowledges that the stock will be considered restricted shares
subject to the requirements of the Securities Act of 1933 and Virginia
Blue Sky laws. The restrictions on this grant will include all
restrictions necessary to assure compliance with 26 U.S.C. §
409A.
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READ
AND AGREED:
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READ
AND AGREED:
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Xxxxx
Xxxxxx
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SteelCloud,
Inc.
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/s/
Xxxxx Xxxxxx
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx its Chief
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Executive
Officer
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