EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
November 1, 1996, by and between CIBER, INC., a Delaware corporation
("Corporation"), and XXXXXXX X. XXXXXXX ("Officer").
RECITAL
Corporation desires to employ Officer as its Executive Vice President and
Chief Financial Officer, and Officer is willing to accept such employment by
Corporation, on the terms and subject to the conditions set forth in this
Agreement.
AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
1. DUTIES. Officer agrees to be employed by and to serve Corporation
as its Executive Vice President and Chief Financial Officer, and Corporation
agrees to employ and retain Officer in such capacity. Officer shall devote
all of his business time, energy and skill to the affairs of Corporation.
Officer shall have powers and duties commensurate with his position as
Executive Vice President and Chief Financial Officer of Corporation. Officer
shall comply with the general management policies of Corporation as announced
from time to time. Officer's principal place of business with respect to his
services to Corporation shall be within twenty (20) miles of the central
business district of Denver, Colorado, although Officer shall be required at
various times to travel as part of his duties.
2. TERM OF EMPLOYMENT.
2.1 BASIC TERM. The initial term of employment of Officer by
Corporation shall be from the date of this Agreement through June 30, 1998,
unless terminated earlier pursuant to this Agreement. This Agreement shall
renew automatically for a period of one year on July 1, 1998 and on each
subsequent anniversary date thereof, subject to the termination provisions
hereof.
3. SALARY, BENEFITS AND BONUS COMPENSATION.
3.1 BASE SALARY. Corporation agrees to pay to Officer initially a
"Base Salary" of $250,000.00 per annum payable in twenty-six (26) equal
biweekly installments. In the absence of and until any salary determination
by the Board, Officer's Base Salary for a particular fiscal year shall be
identical to Officer's Base Salary in effect on June 30th of the immediately
preceding fiscal year. In no event shall Officer's Base Salary be less than
$250,000.00 per annum.
3.2 TRANSITION PAYMENT. Corporation agrees to pay Officer $25,000
upon Officer's execution of this Agreement.
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3.3 BONUSES. Officer shall be eligible to receive the bonuses
described below. All such bonuses shall be determined and shall be payable
within seventy-five (75) days after the end of the fiscal year to which such
bonus relates.
3.3.1 1997 BONUS. Officer shall receive a bonus of $75,000
upon completion of the fiscal year ending June 30, 1997.
3.3.2 1998 AND SUBSEQUENT YEARS BONUS. Beginning with the
fiscal year ending June 30, 1998, Officer shall be eligible to receive a
bonus pursuant to this Section 3.3.2 for each full fiscal year of Corporation
completed during the term of Officer's employment. Initially, the actual
amount of such bonus shall be one percent (1%) of the increase in
Corporation's "Net Income" for the fiscal year to which such bonus relates
over Corporation's Net Income for the prior fiscal year. The term "Net
Income" shall mean Corporation's after-tax net income as reported on its
annual financial statements, without giving effect to the bonus or any
similar bonuses provided for in employment agreements between Corporation and
other executive officers of Corporation. Such bonus shall be subject to
modification for each fiscal year or portion thereof after fiscal year 1998
as determined in the sole discretion of the Board of Directors.
3.4 ADDITIONAL BENEFITS. During the term of his employment,
Officer shall be entitled to the following fringe benefits:
3.4.1 OFFICER BENEFITS. Officer shall be eligible to
participate in such of Corporation's benefit and compensation plans as may be
generally available to executive officers of Corporation, including, without
limitation, profit sharing, employee stock purchase plans, medical, dental,
health and annual physical examination plans, life and disability insurance
plans, financial planning and retirement programs, according to their terms.
All such benefit plans may be amended or discontinued in the sole discretion
of Corporation.
3.4.2 BUSINESS EXPENSES. Corporation shall reimburse Officer
for all reasonable and necessary expenses incurred in carrying out his duties
under this Agreement, including travel and entertainment expenses. Officer
shall present monthly to Corporation an itemized account of such expenses in
such form as may be required by Corporation.
3.4.3 CLUBS. Corporation shall pay all initiation fees and
dues charged by Glenmoor Country Club and for such additional organizations,
if any, as shall be approved by the Chief Executive Officer or the Chairman
of the Compensation Committee of Corporation.
3.4.4 VACATION. Officer shall be entitled to vacation time
generally available to executive officers of Corporation during which
vacation time his compensation shall be paid in full.
3.4.5 LIFE INSURANCE. Upon Officer passing any required
physical examination, Corporation shall at its expense procure and keep in
effect an unrated insurance policy or policies on the life of Officer in an
amount of not less than $1,000,000, payable to such beneficiaries as Officer
may from time to time designate. To the extent the
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Corporation maintains "key man" life insurance on the life of Officer of at
least $1,000,000, the Corporation may utilize such insurance to discharge the
obligation set forth in the preceding sentence. Such policies shall be owned
by Corporation. Officer shall cooperate in the obtaining of all such
insurance policies as Corporation may desire to apply for and own for its own
purposes. This insurance is in addition to any group life coverage which may
be provided to Officer by Corporation.
3.4.6 DEFERRED COMPENSATION. Officer shall be entitled to
participate in a deferred compensation plan pursuant to and subject to the
terms and conditions set forth in Exhibit A attached hereto.
3.5 OPTION TO ACQUIRE COMMON STOCK. Officer shall be granted an
option, pursuant to and subject to the terms and conditions of Corporation's
Non-qualified Stock Option Plan and Equity Incentive Plan (the "Equity
Incentive Plan") and the option agreement attached hereto as Exhibit B (the
"Option Agreement") to purchase 50,000 shares of Corporation's Common Stock
at an exercise price equal to the fair market value of the common stock on
the date of this Agreement, such options to be incentive stock options to the
extent permissible under Section 422 of the Internal Revenue Code. Any
further options shall be granted at the sole discretion of the Corporation's
Board of Directors.
4. TERMINATION OF EMPLOYMENT.
4.1 TERMINATION FOR CAUSE. Termination for Cause (as defined
below) of Officer's employment may be effected by Corporation at any time
without liability except as specifically set forth in this Subsection. The
termination shall be effected by written notification to Officer and shall be
effective as of the time set forth in such notice. At the effective time of
a Termination for Cause, Officer immediately shall be paid all accrued Base
Salary and any reasonable and necessary business expenses incurred by Officer
in connection with his duties hereunder, all to the date of termination. In
addition, Officer shall be entitled to benefits under any benefit plans of
Corporation in which Officer is a participant to the full extent of Officer's
rights under such plans.
4.2 TERMINATION OTHER THAN FOR CAUSE. Corporation may effect a
Termination Other Than for Cause (as defined below) of Officer's employment
at any time upon giving written notice to Officer of such termination and
without liability except as specifically set forth in this Subsection. The
termination shall be effective as of the time set forth in such notice. At
the effective time of any Termination Other Than for Cause, Officer shall
immediately be paid all accrued Base Salary, unpaid bonus compensation and
any reasonable and necessary business expenses incurred by Officer in
connection with his duties hereunder, all to the effective time of
termination. Unpaid bonus compensation for the purposes of this Section 4
shall be pro rated based on the number of full calendar months of Officer's
employment during the fiscal year in which termination occurs. In addition,
Officer shall be paid, in biweekly or monthly installments, at Corporation's
option, 100% of his Base Salary for an additional 12 months. Officer shall
also be entitled to benefits under any benefit plans of Corporation in which
Officer is a participant to the full extent of Officer's rights under such
plans, and Corporation shall pay Officer's medical, life and disability
insurance premiums under Corporation's plans (or shall pay Officer a sum in
cash, not to exceed $1,000.00 per month, to pay private plan premiums for
coverage substantially the same as Corporation's) for the first 12 months
following termination.
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4.3 TERMINATION BY REASON OF DISABILITY. If Officer, in the
reasonable judgment of the Board of Directors of Corporation, has failed to
perform his duties under this Agreement on account of illness or physical or
mental incapacity, and such illness or incapacity continues for a period of
more than six (6) months, then the question of whether Officer's illness or
incapacity is reasonably likely to continue shall be submitted to
Corporation's or, if disability insurance is maintained by Officer, Officer's
disability insurance carrier for determination. In the event such insurance
carrier determines that Officer is subject to such an illness or incapacity,
Corporation shall have the right to terminate Officer's employment
("Termination for Disability") by written notification to Officer and payment
to Officer of all accrued Base Salary, unpaid bonus compensation (prorated as
provided in Section 4.2) and any reasonable and necessary business expenses
incurred by Officer in connection with his duties hereunder, all to the date
of termination. Officer shall also be entitled to benefits under any benefit
plans in which Officer is a participant, including disability benefits which
may be provided pursuant to Section 3.4.1, to the full extent of Officer's
rights under such plans. In addition, Corporation shall pay Officer's
medical, life and disability insurance premiums under Corporation's plans (or
shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay
private plan premiums for coverage substantially the same as Corporation's)
for the first 12 months following termination.
4.4 DEATH. In the event of Officer's death during the term of
employment, Officer's employment shall be deemed to have terminated as of the
last day of the month during which his death occurs, and Corporation shall
pay promptly to his estate (a) all accrued Base Salary, unpaid bonus
compensation (as defined in Section 4.2) and any reasonable and necessary
business expenses incurred by Officer in connection with his duties
hereunder, all to the date of termination, and proceeds from insurance
policies as provided in Section 3.4.5 and (b) 50% of Officer's Base Salary
payable in twenty-four (24) equal monthly installments to begin on the
effective day of termination. Officer's estate shall also be entitled to
benefits under any benefit plans of Corporation in which Officer is a
participant to the full extent of Officer's rights under such plans.
4.5 VOLUNTARY TERMINATION. In the event of a Voluntary Termination
(as defined below) by Officer, Corporation shall immediately pay all accrued
Base Salary and any reasonable and necessary business expenses incurred by
Officer in connection with his duties hereunder, all to the date of
termination.
4.6 TERMINATION UPON A CHANGE IN CONTROL. In the event of a
Termination Upon a Change in Control (as defined below), Officer shall
immediately be paid all accrued Base Salary, unpaid bonus compensation (as
defined in Section 4.2) and any reasonable and necessary business expenses
incurred by Officer in connection with his duties hereunder, all to the date
of termination. In addition, Officer shall be paid, in biweekly or monthly
payments, at Corporation's option, 100% of his Base Salary for an additional
24 months plus an amount equal to the bonus received by Officer for the two
years preceding the year in which termination occurs. Officer shall also be
entitled to benefits under any benefit plans of Corporation in which Officer
is a participant to the full extent of Officer's rights under such plans, and
Corporation shall pay Officer's medical, life and disability insurance
premiums under Corporation's plans (or shall pay Officer a sum in cash, not
to exceed $1,000.00 per month, to pay private plan premiums for coverage
substantially the same as Corporation's) for the first 24 months following
termination. Notwithstanding the foregoing, solely in the event of a
Termination Upon a Change in Control, the aggregate amount of severance
compensation paid to the Officer under this
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Agreement or otherwise shall not include any amount that the Corporation is
prohibited from deducting for federal income tax purposes by virtue of
Section 280G of the Internal Revenue Code or any successor provision.
4.7 OTHER BENEFITS. Nothing in this Article 4 shall be deemed to
limit or restrict any right or benefit of Officer under Corporation's
Certificate of Incorporation, Bylaws or other documents or agreements of the
Corporation applicable to Officer.
5. PROTECTION OF CORPORATION'S BUSINESS.
5.1 NO COMPETITION. Officer shall not, for eighteen (18) months
following the termination of his employment, work as an employee or
independent contractor or become an investor or lender of any business,
corporation, partnership or other entity engaged in a Competing Business. A
"Competing Business" is a business which Corporation has engaged in, or has
actively investigated engaging in, at any time during the twenty-four (24)
months prior to the termination of Officer's employment in which Officer had
responsibility to manage, direct or supervise.
5.2 NO SOLICITATION OF CLIENTS. Officer shall not, for eighteen
(18) months following the termination of his employment (unless Corporation
grants him written authorization): (a) call upon, cause to be called upon,
solicit or assist in the solicitation of, any client or potential client of
Corporation for the purpose of selling, renting or supplying any product or
service competitive with the products or services of Corporation; or (b)
provide any product or services to any client or potential client of
Corporation which is competitive with the products or services of
Corporation. Any individual, governmental authority, corporation, partnership
or other entity to whom Corporation has provided services or products at any
time prior to or during Officer's employment or to whom Corporation has made
one or more sales or sales calls during the eighteen (18) month period
preceding the date of termination of Officer's employment shall be deemed a
client or potential client.
5.3 NO HIRE OF OTHER EMPLOYEES OR CONTRACTORS. Officer shall not,
for a period of eighteen (18) months following the termination of his
employment, employ, engage or seek to employ or engage any individual or
entity, on behalf of Officer or any entity (including a client of
Corporation), who was or is employed or engaged by Corporation.
6. CONFIDENTIALITY.
6.1 CONFIDENTIAL INFORMATION AND MATERIALS. All of the
Confidential Information and Materials, as defined herein, are and shall
continue to be the exclusive confidential property and trade secrets of
Corporation. Confidential Information and Materials have been or will be
disclosed to Officer solely by virtue of his employment with Corporation and
solely for the purpose of assisting him in performing his duties for
Corporation. "Confidential Information and Materials" refers to all
information belonging to or used by Corporation or Corporation's clients
relating to internal operations, procedures and policies, finances, income,
profits, business strategies, pricing, billing information, compensation and
other personnel information, client contacts, sales lists, employee lists,
technology, software source codes, programs, costs, marketing plans,
developmental plans, computer programs, computer systems, inventions,
developments, personnel manuals, computer program manuals, programs and
system
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designs, and trade secrets of every kind and character, whether or not they
constitute a trade secret under applicable law and whether developed by
Officer during or after business hours.
6.2 NON-DISCLOSURE AND NON-USE. Officer may use Confidential
Information and Material while an employee of Corporation and in the course
of that employment to the extent deemed necessary by Corporation for the
performance of Officer's responsibilities. Such permission expires upon
termination of his employment with Corporation or on notice from Corporation.
Officer shall not, either during or after his employment with Corporation,
disclose any Confidential Information or Materials to any person, firm,
corporation, association or other entity for any reason or purpose unless
expressly permitted by Corporation in writing. Officer shall not use, in any
manner other than to further Corporation's business, any Confidential
Information or Materials of Corporation. Upon termination of his employment,
Officer shall immediately return all Confidential Information or Materials or
other property of Corporation or its clients or potential clients in his
possession or control.
7. DEFINITIONS.
7.1 DEFINITIONS. For purposes of this Agreement, the following
terms shall have the following meanings:
7.1.1 "Termination for Cause" shall mean termination by
Corporation of Officer's employment by Corporation by reason of Officer's
willful dishonesty towards, fraud upon or deliberate injury or attempted
injury to Corporation, by reason of Officer's material breach of this
Agreement, or by reason of other material good cause.
7.1.2 "Termination Other Than for Cause" shall mean termination
by Corporation of Officer's employment by Corporation other than a
Termination for Cause, Termination Upon Change in Control, Termination for
Disability, or for any or no reason.
7.1.3 "Termination Upon a Change in Control" shall mean a
termination (whether voluntary or involuntary) of Officer's employment with
Corporation or any successor thereto within ninety (90) days from the date on
which either of the following occurs: (a) any "person" or "group" (within
the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934 (the "1934 Act")), other than Xxxxx X. Xxxxxxxxx or a trustee or other
fiduciary holding securities under an employee benefit plan of Corporation,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of more than twenty percent (20%) of the then
outstanding voting stock of Corporation; or (b) at any time during any period
of three consecutive years (not including any period prior to the Effective
Date), individuals who at the beginning of such period constitute the Board
(and any new director whose election by the Board or whose nomination for
election by Corporation's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority
thereof; or (c) the stockholders of Corporation approve a merger or
consolidation of Corporation with any other corporation, other than a merger
or consolidation which would result in the voting securities of Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of Corporation or such surviving entity
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outstanding immediately after such merger or consolidation, or the
stockholders approve a plan of complete liquidation of Corporation or an
agreement for the sale or disposition by Corporation of all or substantially
all of Corporation's assets.
7.1.4 "Voluntary Termination" shall mean termination by Officer
of Officer's employment with Corporation, but shall not include (i)
constructive termination by Corporation by reason of material breach of this
Agreement by Corporation; (ii) Termination Upon a Change in Control; and
(iii) termination by reason of Officer's death or disability as described in
Subsections 4.3 and 4.4. Voluntary Termination shall include a termination
by Corporation after its receipt of a notice of an otherwise Voluntary
Termination from Officer.
8. REMEDIES.
8.1 LIQUIDATED DAMAGES.
8.1.1 If Officer violates Subsection 5.1, Officer shall pay to
Corporation the sum of $100,000.00 as liquidated damages to compensate
Corporation for its lost investment of money for recruitment, training, cost
of replacement, lost revenues and other damages due to the likely disruption
of the operation of Corporation's business.
8.1.2 If Officer violates Subsection 5.2, Officer shall pay to
Corporation as liquidated damages the greater of Corporation's gross xxxxxxxx
to the client to which products or services are supplied in violation of
Subsection 5.2 during the year immediately prior to the first improper
solicitation or $12,500.00, to compensate Corporation for its lost revenue,
client development expenses and other damages.
8.1.3 If Officer violates Subsection 5.3, Officer shall pay to
Corporation as liquidated damages, in compensation for its recruitment and
training costs, lost revenues and other damages, the following sums for each
employee or independent contractor hired or engaged in violation of
Subsection 5.3:
EMPLOYEE OR INDEPENDENT CONTRACTOR AMOUNT
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Vice-President or other officer $100,000
Other Manager or Recruiter $ 50,000
Marketer or other sales personnel $ 50,000
Programmers or other billable personnel $ 12,500
Other office staff $ 5,000
8.1.4 Officer and Corporation have carefully considered the
issue of liquidated damages and after negotiation agree that they are a
reasonable compromise after attempting to estimate what the actual damages
would be and assessing the risk of collection.
8.1.5 Officer authorizes Corporation to disclose the terms of
Sections 5, 6 and 8 of this Agreement to any subsequent employer or client of
Officer.
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8.2 EQUITABLE REMEDIES. The service rendered by Officer to
Corporation and the information disclosed to Officer during his employment
are of a unique and special character, and any breach of Sections 5 or 6
hereof will cause Corporation irreparable injury and damage which will be
extremely difficult to quantify. Although the parties have agreed on
liquidated damages for some of the potential breaches by Officer, they agree
that because of the risk of collection and intangibles which are impossible
to measure, Corporation will be entitled to, in addition to all other
remedies available to it, injunctive relief to prevent a breach and to secure
the enforcement of all provisions of Sections 5 and 6. Officer represents
his experience and knowledge will enable him to earn an adequate living in a
non-competitive business and that the injunctive relief will not prevent him
from providing for himself and his family. Injunctive relief may be granted
immediately upon the commencement of any such action without notice to
Officer, WHICH NOTICE OFFICER SPECIFICALLY WAIVES.
8.3 COSTS. If litigation is brought to enforce or interpret any
provision contained herein, the court shall award reasonable attorneys' fees
and disbursements to the prevailing party as determined by the court.
8.4 SEVERABILITY. THE PARTIES HAVE CAREFULLY CONSIDERED ALL OF
SECTIONS 5, 6 AND 8 AND AGREE THAT THEY REPRESENT A PROPER BALANCING OF THEIR
INTERESTS AND WILL NOT PREVENT OFFICER FROM EARNING A LIVING AFTER
TERMINATION OF HIS EMPLOYMENT. It is the express intent of the parties
hereto that the obligations of, and restrictions on, the parties as provided
in Sections 5 and 6 shall be enforced and given effect to the fullest extent
legally permissible. If, in any judicial proceeding, a court shall refuse to
enforce one or more of the covenants or agreements contained in this
Agreement because the duration thereof is too long, the scope thereof is too
broad or some other reason, for the purpose of such proceeding, the court may
reduce such duration or scope to the extent necessary to permit the
enforcement of such obligations and restrictions.
9. MISCELLANEOUS.
9.1 PAYMENT OBLIGATIONS. Corporation's obligation to pay Officer
the compensation provided herein is subject to the condition precedent that
Officer perform his obligations; provided, however, Officer shall have no
obligation whatsoever to mitigate damages hereunder in the event of a
Termination Other Than for Cause.
9.2 DIRECTORS' AND OFFICERS' INSURANCE. Corporation shall use its
best efforts to obtain coverage for Officer under any insurance policy now in
force or hereafter obtained during the term of this Agreement insuring
officers and directors of Corporation for liability incurred by reason of the
fact that Officer is or was a director or officer of Corporation or, while
serving as a director or officer of Corporation, he is or was serving at the
request of Corporation as a director, officer, partner or trustee of, or in
any similar managerial or fiduciary position of, or as an employee or agent
of, another corporation, partnership, joint venture, trust, association, or
other entity.
9.3 WAIVER. The waiver of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach of the same or other provision hereof.
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9.4 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement represents the
entire understanding between the parties with respect to the subject matter
hereof, and this Agreement supersedes any and all prior understandings,
agreements, plans and negotiations, whether written or oral, with respect to
the subject matter hereof, including, without limitation, any understandings,
agreements or obligations respecting any past or future compensation,
bonuses, reimbursements or other payments to Officer from Corporation. All
modifications to this Agreement must be in writing and signed by the party
against whom enforcement of such modification is sought.
9.5 NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by hand delivery, or
first-class mail, certified or registered with return receipt requested, or
by commercial overnight courier or by fax and shall be deemed to have been
duly given upon hand delivery, three (3) days after mailing, the first
business day following delivery to a commercial overnight courier or upon
receipt of a fax, addressed as follows:
If to Corporation:
CIBER, INC.
0000 XXX Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
With a copy to:
Xxxx XxXxxx, Esq.
Xxxxx, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxx, Xxxxxxxx 00000-0000
If to Officer:
Xxxxxxx X. Xxxxxxx
0000 XXX Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Any party may change such party's address for notices by notice given
pursuant to this Section 9.5.
9.6 HEADINGS. The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of this Agreement.
9.7 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Colorado without application of its conflict of laws rules. Officer hereby
submits to the exclusive jurisdiction and venue of the District Court of the
State of Colorado for the City and County of Denver or the United States
District Court for the District of Colorado for purposes of any legal action.
Officer
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agrees that service upon Officer in any such action may be made by
first-class mail, certified or registered, in the manner provided for
delivery of notices in Section 9.5.
9.8 SEVERABILITY. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and all other provisions of the Agreement shall be deemed
valid and enforceable to the extent possible.
9.9 SURVIVAL OF CORPORATION'S OBLIGATIONS. Corporation's
obligations hereunder shall not be terminated by reason of any liquidation,
dissolution, bankruptcy, cessation of business or similar event relating to
Corporation. This Agreement shall not be terminated by any merger or
consolidation or other reorganization of Corporation. In the event any such
merger, consolidation or reorganization shall be accomplished by transfer of
stock or by transfer of assets or otherwise, the provisions of this Agreement
shall be binding upon and inure to the benefit of the surviving or resulting
corporation or person. This Agreement shall be binding upon and inure to the
benefit of the executors, administrators, heirs, successors and assigns of
the parties; provided, however, that except as provided in this Subsection,
this Agreement shall not be assignable either by Corporation or by Officer.
9.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
Agreement.
9.11 WITHHOLDINGS. All compensation and benefits to Officer
hereunder shall be reduced by all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.
Corporation may withhold amounts due it from Officer from amounts due under
this Agreement to Officer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
OFFICER CIBER, INC., a Delaware corporation
By:
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Xxxxxxx X. Xxxxxxx Mac X. Xxxxxxxxxxx, President
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