Exhibit 10.28
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment ("Amendment") to the Employment Agreement ("Agreement") executed
between Exigent International, Inc. and Xxx X. Xxxxxxx, Xx. dated June 11, 1997
is entered into as of October 27, 1998 between Exigent International, Inc.
("Exigent"), a corporation duly authorized and existing under the laws of the
State of Delaware with a principal place of business at 0000 Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx 00000 and Xxx X. Xxxxxxx, Xx. ("Employee"), an individual
domiciled at 000 Xx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx, XX 00000.
NOW, THEREFORE, for one dollar and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, Exigent and
Employee hereby agree as follows:
1. Executive Incentive Program for FY98(b). Exigent and Employee agree that
the Executive Incentive Plan Summary for fiscal year 1998(b) (i.e.,
February 1, 1998 through December 31, 1998) attached hereto as Attachment
"1" of this Amendment shall form an integral part of Exhibit "B" to the
Agreement and shall contain the parameters for any incentive compensation
to be awarded to Employee in the fiscal year of 1998(b).
2. Corporate Goals. Exigent and Employee agree that the incentive compensation
tied to the financial performance of Exigent as identified in Attachment
"1" hereto is subject to the attainment of Employee's corporate goals
described in Attachment "2", attached hereto and incorporated herein by
this reference. One hundred (100) percent of the incentive compensation set
forth in Attachment "1" shall be earned if and only if one hundred percent
of the corporate goals set forth in Attachment "2" are fulfilled. An
internal compensation committee shall be established by the CEO for Exigent
to determine whether the corporate goals have been fulfilled. In the event
less than one hundred (100) percent of the corporate goals are fulfilled,
the compensation committee may make a pro-rata award of incentive
compensation. All determinations by said compensation committee shall be
final and binding.
3. Ratification and Approval. In all other respects the Agreement is hereby
ratified by Exigent and Employee and remains in full force and effect, as
previously amended. The FY1998(b) executive compensation program supersedes
any and all prior compensation plans in effect for FY1998(b).
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date set
forth above and is retroactively effective from February 1, 1998.
For Exigent: For Employee:
Exigent International, Inc. Xxx X. Xxxxxxx, Xx.
By: /s/ B.R. Xxxxxxx By: /s/ Xxx X. Xxxxxxx, Xx.
----------------------- ------------------------
B.R. "Xxxxxx" Xxxxxxx,
Chief Executive Officer
Attachment 1
Annual Executive Incentive Plan Summary
Chief Financial Officer
I. Executive Target Incentive Payments
Target incentive payments are based on market competitive incentive levels.
The target incentive payment for this position is:
|X| CFO: 40% of base salary
II. Incentive Plan Financial Goals and Plan Effectivity
Corporate and Business Unit financial goals for 1998(b) are as follows:
Corporate
Revenue Earnings
$36 Million $2.0 Million
The Annual Incentive Plan will be implemented only if the following
earning goal is met for 1998(b)
|X| 80% of 1998(b) corporate earnings target is met, i.e., $1.6 Million
III. Executive Incentive Plan Performance Measures and Weights
|X| The following table summarizes the performance measures applicable to
the plan participant:
Employee Title Corporate Financial Goals Percentage Business Unit Financial Goals Individual
Percentage Goals
Percentage
Revenue Earnings Share EPS Revenue Operating Profit
Price (after tax)
Xxx Xxxxxxx CFO 15% 60% 10% 10% N/A N/A 5%
IV. Payout Calculation
The following matrix will be used to establish the payout a participant
will receive for Corporate, Business Unit, or individual performance for
each goal:
Level of Corporate, Business Unit,
or Individual Performance Incentive Payout
--------------------------------------- ------------------------------------
Less than 80% of target performance 0% of target incentive
80% of target performance 20% of target incentive
80% - 100% of target performance 20% - 100% of target incentive
(straight line interpolation)
100% of target performance 100% of target incentive
100% - 125% of target performance 100% - 125% of target incentive
(straight line interpolation)
125% of target performance 200% of target incentive
VI. Payout Method
|X| Bonuses will be paid in a combination of 50% cash, and 50% stock
grants. Participants may elect for all or part of the cash portion of
their bonus paid in stock instead of cash. The number of shares will
be calculated based on the closing stock price on the last day of the
fiscal year
|X| For example, if a $10,000 incentive payment was earned, and the stock
price is $5.00, the participant would receive $5,000 cash (less
withholding tax) and would be granted 1,000 shares of stock.
Attachment 2
Corporate Goals
FY'98(b) Bonus Award Program
Xxx Xxxxxxx
FY98(b) Goals CFO Achieved Comments
CORPORATE MEASURES
o Meet Corporate financial Bonus amount determined by
objectives (based on 11 by Company performance
month fiscal year) 1998(b) Exeuctive Incentive
- Revenue 36M (20%) 15 Incentive Program Payout
- Earnings 2M (60%) 60 Matrix
o Increase Share Price Points will be prorated for
from $3.125 (2/1/98) the percent of achieved goal
to $5.00 (12/31/98) 10
o Increase Earnings Per Points will be prorated for
Share (EPS) to $.39 the percent of achieved goal
(12/31/98) 10
CORPORATE TOTAL 95%
Individual Goals
FY'98(b) Bonus Award Program
Xxx Xxxxxxx
FY98(b) Individual Goals CFO Achieved Comments
QUALITY
- On-Time SEC filings Points will be prorated
- Forms 3, 4, 5 2.5 for the percent of
- Annual Reports achieved goal
- Quarterly Reports
QUALITY TOTAL 2.5
NEW BUSINESS DEVELOPMENT
- Acquisitions Points will be prorated
- Complete Due Diligence & 2.5 for the percent of
management recommendations of achieved goal
for acquisition candidates
- Review of potential acquisition
candidates
- Integration of acquired entities
NEW BUSINESS DEV. TOTAL 2.5
INDIVIDUAL TOTAL 5%
GRAND TOTAL 100%
