EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of this
1st day of May 1999, by and between Hadron, Inc. (the "Company")
and Xxxxxx X. Xxxxxxx ("Employee").
WHEREAS, the Company and Employee have agreed to terms upon
which Employee will be employed by the Company and wish to set
forth such terms and conditions in writing;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Employee and
Employee hereby accepts employment as CHAIRMAN AND CHIEF
EXECUTIVE OFFICER of its Avenue Technologies, Inc. subsidiary
("ATI") for the term as hereinafter set forth. Employee shall
perform such duties and exercise such supervision and powers
over and with regard to the business of ATI, as are consistent
with his positions.
2. TERM. The initial term of this Agreement shall be one (1)
year, unless earlier terminated in accordance with Section 8,
and shall have an effective date of May 1, 1999, and shall be
subject to renewal annually, at the Company's discretion, for
two additional one-year terms. Employee understands and agrees
that this Agreement shall be contingent upon the closing of
the purchase by the Company of all of the outstanding stock
and stock options of ATI , scheduled to occur on May 12, 1999,
and shall be null and void if such closing does not occur on
or before May 28, 1999.
3. BASE SALARY. Employee's initial annual base salary shall be
$ 148,000. The Employee's base salary for future years shall
be subject to annual review by the Company, at the time of
renewal, if applicable. The base salary shall be payable on
a bi-weekly basis or such other basis as the Company uses to
pay its executive officers.
4. STOCK OPTIONS. The Employee shall be eligible to receive
options in the Company's Incentive Stock Option Plan (the
Hadron, Inc. 1994 Stock Option Plan, as Amended) in such
amount as determined by the Board of Directors, in its sole
discretion. Such amount, if granted, shall be commensurate
with the duties and responsibilities of the Employee, and
Employee's performance for the Company.
5. ANNUAL BONUS. In addition to the Employee's Base Salary, the
Employee shall be eligible to earn a target bonus of up to 20%
of his annual Base Salary, in accordance with the terms of the
Company's fiscal year Bonus Plan, or at the recommendation of
the Chairman and/or of the Compensation Committee.
6. COVENANT NOT TO COMPETE. To induce the Company to enter into
this Agreement, Employee agrees, during the term hereof and
for a period of three (3) months after the termination of his
employment for any reason or expiration of his Employment
Agreement, not to directly or indirectly (i) engage or be
interested (as owner, partner, shareholder, director,
employee, agent, consultant or otherwise) with or without
compensation, in any company, entity, or person which offers
services which are the same or similar to the services offered
by the Company, and/or ATI within any geographical area in
which the Company and/or ATI is conducting business or
actively planning to conduct business as of the date of
termination of his employment; (ii) solicit, induce or attempt
to solicit or induce any person employed by the Company or ATI
to leave the Company's or ATI's employment; (iii) solicit,
induce, or attempt to solicit or induce any client or customer
of the Company or ATI to purchase from any other person or
entity, services similar to or the same as those provided by
Company or ATI.
7. OTHER BENEFITS. Employee shall be fully reimbursed by the
Company for expenses reasonably incurred in connection with
the performance of Employee's duties, upon presentation of
expense statements and such other supporting information as
the Company may reasonably require. During the term of
employment, Employee shall be entitled to participate, on the
same terms and conditions as other executive employees of the
Company, in such major medical, dental, life insurance,
401(k), and other employee benefits which the Company now
provides or in the future may provide to its executive
employees. Additionally, Employee shall be entitled to
four weeks of paid vacation leave and 10 days of sick leave
for each year of employment.
8. TERMINATION AND/OR RENEWAL. The Company shall have the right
to terminate this Agreement for cause on the grounds that
Employee acted dishonestly in any activity related to this
job; Employee has violated any provision of the Company's
Employee Handbook; Employee has been convicted of a felony or
crime of moral turpitude; for gross neglect of his duties; or
if the Company determines Employee has not satisfactorily
performed his duties. If Employee is terminated for cause, as
defined herein, or leaves the employ of the Company
voluntarily, then no remuneration will be due past the date of
termination. Any renewal of this Agreement, shall be
completed prior to April 30, 2000. In the event that the
Company terminates Employee's contract other than for cause,
or decides not to renew this Agreement by April 30, 2000 for
any reason other than those specified above, the Employee will
receive a severance payment equal to three months at the then
current Base Salary, paid out over three months, in full and
complete satisfaction of any claim Employee may have by virtue
of such termination without cause or election by the Company
not to renew this Agreement.
9. INDEMNIFICATION. The Company shall indemnify and hold
Employee harmless from and against any and all causes of
action, claims, costs, liabilities, expenses, attorneys' fees
or damages arising from Employee's performance of his duties
as described herein, except however where such claims, etc.
are a result of Employee's gross negligence or willful
misconduct.
10. FULL AUTHORITY. Each party represents to the other that: it
has full power and authority to execute, deliver and perform
this Agreement; all necessary corporate action on its part for
the execution, delivery and performance of this Agreement by
it has been duly taken; this Agreement has been duly
authorized and executed by it; it is a legal, valid and
binding Agreement, enforceable against such party in
accordance with its terms.
11. ENTIRE AGREEMENT/ASSIGNMENT/GOVERNING LAW. This Agreement
shall be binding upon and inure to the benefit of the Company
and its successors and assigns. This Agreement shall not be
assignable by either party hereto without the written consent
of the other party. This Agreement constitutes the entire
agreement between the parties and shall supersede all previous
communications, representations, understandings, and
agreements, either oral or written, between the parties or any
officials or representatives thereof. This Agreement shall be
governed by and interpreted in accordance with the laws of the
Commonwealth of Virginia.
12. WAIVERS. A waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be
a waiver of any other breach of such provision or of any
breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement. Any waiver or modification of this Agreement must
be in writing.
13. TRADE SECRETS AND INTELLECTUAL PROPERTY. Employee hereby
assigns to the Company all of his right, title and interest in
and to all inventions, improvements, developments, works of
authorship and discoveries developed by Employee while in the
Company's employ ("Company Inventions"). Employee agrees that
upon request and without compensation therefore, and whether
during the term of his employment or thereafter, he will
cooperate with the Company in obtaining any protection it
deems desirable for such Company Inventions. Employee further
agrees that during the term of this Employment Agreement and
thereafter, he will not disclose any Company Inventions, any
confidential information of the Company, and any confidential
information of the Company's customers, except as is required
in the furtherance of his duties under this Employment
Agreement. Employee agrees that upon the termination or
expiration of this Employment Agreement he will return to the
Company all forms, manuals, computer software, and other
documents and material furnished to him by the Company or
relating to the business of the Company. As used herein the
term confidential information excludes information which is in
the public domain or otherwise generally know in the industry
through no breach of duty of confidentiality, and information
which Employee receives from a third party without any duty of
confidentiality.
IN WITNESS WHEREOF, the parties have executed this Agreement.
HADRON, INC. ACCEPTED & AGREED TO:
BY: /S/ X.X. XXXXXXX /S/XXXXXX X. XXXXXXX
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X.X. Xxxxxxx Xxxxxx X. Xxxxxxx
Chairman
and Chief Executive Officer
