SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is made effective as of the
16th day of June, 2006 (the "Effective Date") between SteelCloud, Inc., a
Virginia corporation (the "Company"), and Xxxxxx X. Xxxxx ("Xxxxx").
RECITALS
X. Xxxxx was Chairman and Chief Executive Officer of the Company from the
time he founded the Company in 1987 until he retired from his position as Chief
Executive Officer on June 7, 2006.
B. As of the Effective Date, Xxxxx is the Chairman of the Company and a
member of its Board of Directors.
X. Xxxxx has agreed to resign as Chairman and as a director of the
Company, end any employment relationship and resign from all officer and other
positions he has with the Company and its affiliates.
D. In recognition of the substantial past services of Xxxxx to the Company
and Xxxxx'x willingness to provide the Company with transitional consulting
services as requested, the parties desire to amicably conclude Xxxxx'x
employment and director relationship with the Company and its affiliates on the
terms in this Agreement.
In consideration of the mutual promises contained in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the undersigned parties, intending to be legally bound, agree
as follows:
AGREEMENTS
1. RESIGNATION. Xxxxx hereby resigns as Chairman and as a director of the
Company as of the Effective Date. Any employment relationship, officer position
or directorship between Xxxxx and the Company and its affiliates is concluded as
of the Effective Date.
2. SEVERANCE PAYMENTS. Subject to Xxxxx'x continuing compliance with all
the terms of this Agreement, the Company shall pay Xxxxx the aggregate sum of
$575,000 (the "Severance"). The Severance shall be payable in forty-six (46)
equal semi-monthly installments in accordance with the Company's customary
payroll practices and shall be reduced by all appropriate tax withholdings and
other customary payroll deductions.
3. MEDICAL INSURANCE. For a period of twenty-three (23) months from the
Effective Date, the Company shall either continue to provide Xxxxx with coverage
under the Company's current medical and dental insurance plans (collectively,
"Medical Insurance") or, in the event Xxxxx shall not be eligible for such
coverage, pay the cost of COBRA coverage for Xxxxx, which coverage shall be
substantially equivalent to the Medical Insurance, for eighteen (18) months and
then shall pay the premiums on a substantially equivalent individual policy for
Xxxxx for the following five (5) months. The benefits set forth in this Section
3 shall, in addition, include such benefits for those of Xxxxx'x immediate
family dependents who are currently included in Xxxxx'x Medical Insurance
coverage and which would be subject to COBRA to the extent such benefits
otherwise are in effect for Xxxxx as of the Effective Date, understanding,
however, that Xxxxx is responsible for complying with all terms and conditions
of any such insurance plan except for timely payments of the premium, which
shall be the sole responsibility of the Company.
4. STOCK OPTIONS. Xxxxx'x Company stock options shall remain in effect in
accordance with their terms, which options shall be exercisable as provided
under the terms of the Company's stock option plans.
5. AUTOMOBILES. The Company shall continue to make lease payments covering
the automobile currently used by Xxxxx for the balance of the lease term. The
Company also agrees to re-title the 1997 Jaguar Xxxxx is using in the name of
Xxxxx'x wife, Xxxxxxx Xxxxx, in consideration for the forgiveness of any
payables the Company may owe to Xxxxx or his family.
6. CONDITIONS TO SEVERANCE AND MEDICAL INSURANCE.
(a) The Severance payment provided in Section 2, the Medical Insurance or
COBRA payments provided in Section 3 and the lease payments provided in Section
5 shall continue only until such time as Xxxxx shall perform any services for a
"Competing Business" (as defined in Section 8), without having received the
prior written consent of the President of the Company. The rendering of
consulting or other services to any Competing Business, without first having
obtained prior written consent for such activity from the President of the
Company, shall entitle the Company to terminate all remaining Severance
payments, Medical Insurance or COBRA benefit payments and automobile lease
payments.
(b) The severance obligations of the Company set forth in Sections 2, 3,
4, and 5 herein shall constitute the total payment and severance obligations
under this Agreement. Xxxxx understands and warrants that no monetary or other
benefit other than as set forth in Sections 2, 3, 4, and 5 is or shall be due or
claimed to be due from the Company or from any "Released Parties" (as defined in
Section 9), including, but not limited to, any and all claims for wages, salary,
severance pay, vacation pay, bonuses, commissions, expense reimbursement or
other compensation arising under the Employment Agreement dated April 15, 1997,
between Xxxxx and the Company (the "Employment Agreement"), any other agreement
or contract, whether written or oral, or any other Company benefit plan, program
or policy, or for any other monetary claim that he may have under any federal,
state or local law, common law or in equity.
7. ADVISORY SERVICES. Effective with Xxxxx'x termination of employment as
of the Effective Date, and continuing until the earlier of Xxxxx taking a
position with a Competing Business with the consent of the President,
termination of this Agreement, or the date that is twenty-three (23) months from
the Effective Date hereof (the "Consulting Term"), Xxxxx'x status shall change
to that of a consultant to, and not an employee of, the Company. During the
Consulting Term, Xxxxx shall be available, following reasonable notice, up to
five (5) hours per week to Company personnel by telephone during normal business
hours for advice on matters relating to the Company's business operations and
strategies, including, but not limited to, assisting the Company's new Chief
Executive Officer with transition matters, the Company's sales efforts and key
customer relationships.
2
8. RESTRICTIVE COVENANTS.
(a) Xxxxx hereby covenants and agrees with the Company that, in
consideration for the payments and other valuable consideration to be provided
to Xxxxx under this Agreement, for a period (the "Restricted Period") of
twenty-three (23) months from the Effective Date, Xxxxx shall not, without the
prior written consent of the President of the Company (which consent shall not
be unreasonably withheld), either directly or indirectly, on his own account or
as an executive, consultant, agent, partner, joint venturer, owner, director or
shareholder of any other person, firm, corporation, partnership, limited
liability company or other entity:
(i) Perform services for any Competing Business, as hereinafter
defined, that are substantially similar in whole or in part to those that
he performed for the Company, including specifically, but not limited to,
participating in the financing or executive management of a business
marketing information technology solutions, products and services or the
management of individuals involved in the marketing and sale of
information technology solutions, products and services. For purposes of
this Agreement, the term "Competing Business" shall mean any entity
engaged in the research, financing, development, marketing or sale of
products or services which are or would be competitive with those products
and services being marketed by the Company at the Effective Date. This
covenant shall apply only within the "Territory" that is defined as the
fifty states of the United States. Xxxxx recognizes and agrees that in his
capacity as Chairman and Chief Executive Officer of the Company, his
duties extended throughout the entire service area of the Company, which
includes, at a minimum, the fifty states of the United States and that,
because of the executive nature of Xxxxx'x position with the Company, in
order to afford the Company protection from unfair competition by Xxxxx
following his resignation, this covenant must extend throughout the stated
Territory. Xxxxx further acknowledges that this covenant does not prohibit
him from engaging in his entire trade or business, but only a very limited
segment of the information technology solutions industry. This covenant
also shall not prohibit Xxxxx from owning up to five (5) percent of the
common stock of any publicly traded information technology solutions
company for investment purposes, which investment shall not be deemed, in
and of itself, to be a violation of this Section 8(a)(i); or
(ii) Solicit any current employee, supplier, customer, or client of
the Company with whom Xxxxx dealt, or with whom anyone in Xxxxx'x direct
chain of command dealt, on behalf of the Company within the year preceding
the Effective Date, for the purpose of researching, financing, developing
or purchasing, selling or marketing products or services which are or
would be competitive with those products or services marketed by the
Company at the Effective Date.
(b) Xxxxx acknowledges and agrees that breach by him of the provisions of
this Section 8 shall entitle the Company, at its option and in addition to any
other remedies available to it at law or in equity, to terminate this Agreement,
including, but not limited to, termination of the remaining payments and
benefits, if any, to be made to Xxxxx under Sections 2, 3, 4, and 5 hereof. Said
termination shall not negate or affect the release of claims made by Xxxxx under
Section 9(a), which shall remain in full force and effect. If the Company should
elect to terminate the remaining payments and benefits to be made to Xxxxx in
the event of Xxxxx'x breach of this Section 8, however, it agrees that the
restrictive covenants contained in this Section 8 shall, from that point in
time, no longer be in effect.
3
9. MUTUAL RELEASE OF CLAIMS.
(a) Xxxxx, and anyone claiming through Xxxxx or on Xxxxx'x behalf, agree
to release the Company and the other Released Parties (as defined below) with
respect to any and all claims, whether currently known or unknown, that Xxxxx
now has, has ever had, or may ever have against the Company and any of the other
Released Parties arising from or related to any agreement, act, omission, or
thing occurring or existing at any time prior to the Effective Date. Without
limiting the foregoing, the claims released by Xxxxx hereunder include, but are
not limited to:
(i) All claims for or related in any way to Xxxxx'x employment,
compensation, other terms and conditions of employment, or termination
from employment with the Company, including without limitation all claims
for salary, bonus, severance pay, vesting of options or any other
compensation or benefit whether under the Employment Agreement, any other
agreement, any Company policy, plan or program or otherwise;
(ii) All claims that were or could have been asserted by Xxxxx or on
Xxxxx'x behalf: (a) in any federal, state, or local court, commission, or
agency; (b) under any common law theory; or (c) under any employment,
contract, tort, federal, state, or local law, regulation, ordinance,
constitutional provision, or executive order; and
(iii) All claims that were or could have been asserted by Xxxxx or
on Xxxxx'x behalf arising under any of the following laws, as amended from
time to time: the Age Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the
Employee Retirement Income Security Act, the Family and Medical Leave Act,
the Worker Adjustment and Retraining Notification Act, Virginia Wage Act,
Virginians With Disabilities Act, and Virginia Human Rights Act.
(b) The Company and the Released Parties agree to release Xxxxx with
respect to any and all claims, whether currently known or unknown, that the
Company and the Released Parties now have, have ever had, or may ever have
against Xxxxx arising from or related to any agreement, act, omission, or thing
occurring or existing at any time prior to the Effective Date The only
exceptions shall be that this release shall not prohibit the Company (i) from
bringing an action against Xxxxx in the event that any third-party action is
brought against the Company alleging criminal or fraudulent acts or omissions by
Xxxxx, or (ii) with respect to any criminal or fraudulent acts or omissions by
Xxxxx that are unknown by the Company as of the Effective Date.
(c) The term "Released Parties" as used in this Agreement includes: (i)
the Company and its past, present, and future parents, divisions, subsidiaries,
partnerships, affiliates, and other related entities (whether or not they are
wholly owned); and (ii) the past, present, and future owners, trustees,
fiduciaries, administrators, shareholders, directors, officers, partners,
agents, representatives, members, associates, employees, and attorneys of each
entity listed in subpart (i) above; and (iii) the predecessors, successors, and
assigns of each entity listed in subparts (i) and (ii) above.
4
(d) The parties acknowledge and agree that the releases provided in this
Section 9 shall not apply to material breaches of the terms of this Agreement.
10. MUTUAL COVENANT NOT-TO-XXX.
(a) Xxxxx covenants and agrees not to file or initiate a lawsuit against
any of the Released Parties in regard to any claims, demands, causes of action,
suits, damages, losses and expenses, arising from acts or omissions of the
Company occurring on or before the Effective Date, and Xxxxx will ask no other
person or entity to initiate such a lawsuit on his behalf. If Xxxxx breaches
this covenant and agreement, the remaining payments and benefits, if any, to be
paid to Xxxxx under Sections 2, 3, 4, and 5 shall immediately terminate, and
Xxxxx shall indemnify and hold harmless the Company and any of the Released
Parties from any and all costs incurred by any and all of them, including their
reasonable attorneys' fees, in defending against such lawsuit.
(b) The Company covenants and agrees not to file or initiate a lawsuit
against Xxxxx in regard to any claims, demand, causes of action, suits, damages
losses and expenses, arising from acts or omissions of Xxxxx occurring on or
before the Effective Date, and the Company will ask no other person or entity to
initiate such a lawsuit on its behalf. The only exceptions shall be that this
covenant-not-to-xxx shall not prohibit the Company (i) from bringing an action
against Xxxxx in the event that any third-party action is brought against the
Company alleging criminal or fraudulent acts or omissions by Xxxxx, or (ii) with
respect to any criminal or fraudulent acts or omissions by Xxxxx that are
unknown by the Company as of the Effective Date. If the Company breaches this
covenant and agreement, the Company shall indemnify and hold harmless Xxxxx from
any and all costs incurred by him, including his reasonable attorneys' fees, in
defending against such lawsuit.
11. NO PROCEEDINGS INITIATED. Xxxxx represents and warrants that neither
he nor anyone acting on his behalf has filed or initiated any charge or claim
against the Company in any administrative or judicial proceeding.
12. COVENANTS OF THE PARTIES.
(a) Xxxxx ratifies and confirms the confidentiality provisions of Section
8 of the Employment Agreement and acknowledges that notwithstanding the
execution of this Agreement and the termination of the Employment Agreement,
such covenants and agreements survive the termination of employment of Xxxxx
with the Company and remain in full force and effect in accordance with their
terms.
(b) Xxxxx agrees that he shall not disparage the Company or its officers,
directors, employees, shareholders, agents or representatives or its products or
services or products or services in development, or otherwise seek to reduce the
good will of the Company or the reputation of the Company or its officers,
directors, employees, agents, or representatives. The Company, on behalf of its
directors and executive officers, agrees not to disparage Xxxxx or to act in any
way to diminish Xxxxx'x reputation.
5
(c) Immediately after the Effective Date of this Agreement and except as
otherwise set forth in Section 5 hereof, Xxxxx shall deliver to the Company
possession of any and all property owned or leased by the Company which may then
be in Xxxxx'x possession or under his control, including, without limitation,
any and all such keys, credit cards, equipment, supplies, books, records, files,
computer equipment, computer software and other such tangible and intangible
property of any description whatsoever. If, following the date of this
Agreement, Xxxxx shall receive any mail, including, but not limited to,
electronic mail, addressed to the Company or to Xxxxx as an officer of the
Company, Xxxxx shall immediately deliver or forward such mail, unopened, and in
its original envelope or package, to the Company. If, following the date of this
Agreement, the Company shall receive any mail, including, but not limited to,
electronic mail, addressed to Xxxxx individually and not in his former capacity
as an officer of the Company, the Company shall immediately deliver or forward
such mail, unopened, and in its original envelope or package, to Xxxxx.
(d) The Company hereby agrees to indemnify and hold harmless, in
accordance with Virginia law and the Articles of Incorporation and By-Laws of
the Company, Xxxxx from and against any and all actions, suits, proceedings,
claims, demands, judgments, expenses (including reasonable attorney fees),
losses and damages arising or resulting from Xxxxx'x good faith performance of
his duties as Chairman and a director of the Company.
13. NO VOLUNTARY ASSISTANCE. Xxxxx hereby covenants and agrees that,
except under compulsion of law, he will not voluntarily assist, support, or
cooperate with, directly or indirectly, any entity or person alleging or
pursuing any claim, administrative charge, or cause of action against the
Company, including without limitation, by providing testimony or other
information, audio or video recordings, or documents. If compelled to testify,
nothing contained herein shall in any way inhibit or interfere with Xxxxx
providing completely truthful testimony or producing documents. In addition, and
notwithstanding anything elsewhere appearing in this Agreement, nothing herein
shall prevent or hinder Xxxxx'x full cooperation with any investigation or other
proceeding by any federal, state or local governmental agency, including, but
not limited to, U.S. Securities and Exchange Commission.
14. NO ADMISSION OF LIABILITY. The parties agree and acknowledge that this
Agreement is a full and complete compromise of the matters released herein
between the parties hereto; that neither the releases nor the negotiations for
this Agreement and the settlement embodied herein, including all statements or
communications made to date, shall be considered admissions by them.
6
15. CONFIDENTIALITY.
(a) Xxxxx acknowledges that the information, observations and data that
has been obtained by him during his involvement with the Company as an employee
concerning the business or affairs of the Company which has not been released
publicly by authorized representatives of the Company ("Confidential
Information") is the property of the Company. Accordingly, Xxxxx agrees, on
behalf of himself and any affiliate, that he will not disclose to any person not
authorized by the Company to receive such Confidential Information, or use for
his own account, any of the Confidential Information previously obtained during
his employment or which is hereafter obtained during the Consulting Term without
the prior written consent of the Company, unless, and to the extent that, the
aforementioned matters (i) are or become generally known to and available for
use by the public otherwise than as a direct or indirect result of Xxxxx'x acts
or omissions to act in the protection of such Confidential Information (ii) are
disclosed to Xxxxx by a third party who, to the best knowledge of Xxxxx, is not
thereby in breach of any duty to the Company or any of its affiliates.
Notwithstanding the foregoing, Xxxxx shall be entitled to disclose Confidential
Information if required by law, court order, or similar compulsory process;
provided, that Xxxxx shall promptly notify the Company of any disclosure
proposed to be made pursuant to this sentence in order to afford the Company a
reasonable opportunity to contest such disclosure or obtain appropriate
confidentiality assurances. For purposes of this Agreement, the term "affiliate"
means any person, partnership, corporation or business entity controlling,
controlled by or under common control with the Company or Xxxxx, as the case may
be.
(b) Xxxxx acknowledges that the Confidential Information is proprietary
and of value to the Company and, accordingly, Xxxxx will follow reasonable
security practices with regard to the protection and non-disclosure of the
Confidential Information. If Xxxxx is required to disclose any Confidential
Information in accordance with applicable law, Xxxxx will, whenever possible,
first provide to the Company a copy of the proposed disclosure so that the
Company may have a sufficient opportunity to review and comment thereon and
Xxxxx agrees to seek such maximum confidential treatment of such disclosure as
the Company requests or may be permitted by applicable law. Xxxxx'x obligations
under this Article will survive any termination of this Agreement.
(c) Xxxxx acknowledges and agrees that breach by him of the provisions of
this Section 15 shall entitle the Company, at its option and in addition to any
other remedies available to it at law or in equity, to terminate this Agreement,
including, but not limited to, termination of the remaining payments and
benefits, if any, to be made to Xxxxx under Sections 2, 3, 4, and 5 hereof. Said
termination shall not negate or affect the release of claims made by Xxxxx under
Section 9(a). If the Company should elect to terminate the remaining payments
and benefits to be made to Xxxxx in the event of Xxxxx'x breach of this Section
15, however, it agrees that the confidentiality provision contained in this
Section 15 shall, from that point in time, no longer be in effect.
7
16. OWBPA RIGHTS.
(a) Xxxxx is advised to seek legal counsel regarding the terms of this
Agreement. Xxxxx acknowledges that he has sought legal counsel regarding the
terms and effect of this Agreement.
(b) Xxxxx acknowledges that this Agreement releases only those claims
which exist as of the Effective Date.
(c) Xxxxx acknowledges that he may take a period of twenty-one (21) days
from the Effective Date (July 7, 2006) within which to consider and sign this
Agreement. To the extent Xxxxx has executed this Agreement prior to the
expiration of such twenty-one (21) day period, Xxxxx acknowledges that his
decision to execute this Agreement prior to such expiration was entirely
voluntary.
(d) Xxxxx acknowledges that he will have seven (7) days from the date of
signing this Agreement to revoke the Agreement in writing in its entirety
("Revocation Period"). Xxxxx acknowledges that the Agreement will not become
enforceable until the Revocation Period has expired and that pending acceptance
of this Agreement by Xxxxx, the Company shall not be obligated to make any of
the payments or to provide any of the benefits to be provided to Xxxxx under
this Agreement. In the event Xxxxx chooses to revoke this Agreement, within the
Revocation Period, he will:
(i) Revoke the entire Agreement in a signed writing, delivered to
the following person on or before the seventh (7th) day after he executed
the Agreement:
SteelCloud, Inc.
00000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: President
(ii) Forfeit all severance and other consideration from the Company
that is contemplated by this Agreement; and
(iii) Return the full amount of any consideration received under
this Agreement, if any, to the company along with the signed writing.
(e) Xxxxx expressly acknowledges that the payments and the other
consideration that he is receiving under this Agreement constitute material
consideration for his execution of this Agreement, and represent valuable
consideration to which he would not otherwise be entitled.
17. JURISDICTION/CHOICE OF FORUM. This Agreement, including its
interpretation or performance, or any controversy or dispute (including any
statutory claim) arising out of or otherwise related to this Agreement, shall be
governed by, and construed in accordance with, the laws of the Commonwealth of
Virginia without giving any force or effect to the provisions of any conflict of
law rule thereof. The parties further agree that any controversy or dispute
(including any statutory claim) arising out of or otherwise related to this
Agreement shall be tried exclusively in the state courts of Fairfax County,
Virginia or the United States District Court for the Eastern District of
Virginia, Alexandria Division, as appropriate.
8
18. ADVICE OF ATTORNEYS. The parties acknowledge that they have fully
read, understood and unconditionally accepted this Agreement after consulting
with their attorneys or having the opportunity to consult with an attorney, and
acknowledge that this Agreement is mutual and binding upon all parties hereto
regardless of the extent of damages allegedly suffered by any of the parties
hereto.
19. COUNTERPARTS. This Agreement may be signed in counterpart originals
with the same force and effect as if signed in a single original document.
20. COOPERATION OF THE PARTIES. The parties to this Agreement agree to
cooperate fully and to execute any and all supplementary documents and to take
all additional actions that may be necessary or appropriate to give full force
and effect to the basic terms and intent of this Agreement and the settlement
embodies herein. Xxxxx further agrees to fully cooperate with the Company in any
and all pending or future investigations, inquiries or litigation whether in any
judicial, administrative, or public, quasi-public or private forum, in which the
Company is involved or may become involved, whether or not Xxxxx is a defendant
in such investigations, inquiries, proceedings or litigation. Xxxxx shall
provide truthful and accurate testimony, background information, and other
support and cooperation as the Company may reasonably request. The Company will
compensate Xxxxx for all reasonable travel and other out-of-pocket expenses
incurred by him in assisting the Company under this Section 19 upon submission
of supporting documentation reasonably acceptable to the Company.
21. MODIFICATION IN WRITING ONLY. Neither this Agreement nor any provision
of this Agreement may be modified or waived in any way except by an agreement in
writing signed by each of the parties hereto consenting to such modification or
waiver.
22. CONSTRUCTION OF THIS AGREEMENT. The parties agree that they each have
participated in the drafting of this Agreement, and that, as a result, this
Agreement shall not be construed in favor of or against any party hereto.
23. HEADINGS AND CAPTIONS. The heading and captions used in the Agreement
are for convenience of reference only, and shall in no way define, limit,
expand, or otherwise affect the meaning or construction of any provision of this
Agreement.
24. REMEDIES. Xxxxx agrees that money damages cannot adequately compensate
the Company in case of a breach or threatened breach of the covenants contained
in Sections 8 or 15 and that, accordingly, the Company would be entitled to
injunctive relief upon such breach. Xxxxx understands that it is the Company's
intent to have the covenants contained in Sections 8 and 15 enforced to their
fullest extent. Accordingly, Xxxxx and the Company agree that, if any portion of
the restrictions contained in Sections 8 or 15 are deemed unenforceable, the
court shall construe and enforce these covenants to the fullest extent permitted
by law.
25. NOTICES. Any and all notices necessary or desirable to be served
hereunder shall be in writing and shall be
9
(a) personally delivered, or
(b) sent by certified mail, postage prepaid, return receipt requested, or
guaranteed overnight delivery by a nationally recognized express delivery
company, in each case addressed to the intended recipient at the address set
forth below.
(c) For notices sent to the Company:
SteelCloud, Inc.
00000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: President
(d) For notices sent to Xxxxx:
To the address on file with the Company
Either party hereto may amend the addresses for notices to such party hereunder
by delivery of a written notice thereof served upon the other party hereto as
provided herein. Any notice sent by certified mail as provided above shall be
deemed delivered on the third (3rd) business day next following the postmark
date which it bears.
26. BINDING AGREEMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, jointly and severally, and the past, present
and future heirs, executors, administrators, agents, executors, servants,
attorneys, affiliated persons and entities, predecessors and successors in
interest and assigns, regardless of form, trustees in bankruptcy or otherwise,
and any other representative or entity acting on behalf of, pursuant to, or by
virtue of the rights of each.
27. NON-ASSIGNABILITY: Assignment in the Event of Acquisition or Merger.
This Agreement, and the benefits hereunder are not assignable or transferable by
Xxxxx, and the rights and obligations of the Company under this Agreement will
automatically be deemed to be assigned by the Company to any corporation or
entity acquiring all or substantially all of the assets or stock of the Company
or of any corporation or entity with or into which the Company may be merged or
consolidated; provided, however, that in the event of Xxxxx'x death, the Company
shall make such payments as may then be due and owing to Xxxxx, if any, to
Xxxxx'x estate.
28. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties concerning the subject matter hereof, and is intended and shall be
construed as an integrated agreement. Each party understands, acknowledges and
hereby represents and warrants that this Agreement supersedes any and all prior
or contemporaneous understandings, agreements, representations and/or promises,
whether oral or written, which are not expressly set forth herein or expressly
referred to in this Agreement, including, but not limited to, the Employment
Agreement, and no understanding, agreement, representation, warranty, promise or
inducement has been made concerning the subject matter of this Agreement other
than as set forth in this Agreement, and that each party enters into this
Agreement without any reliance whatsoever upon any understanding, agreement,
representation, warranty or promise not set forth herein.
10
IN WITNESS WHEREOF, the undersigned have executed this Separation
Agreement as of the Effective Date set forth above.
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
Date: June 16, 2006
STEELCLOUD, INC.
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
Date: June 16, 2006
11
