EMPLOYMENT AGREEMENT
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Exhibit 99.1
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 30, 2005, by and between CIBER, INC., a Delaware corporation ("Corporation"), and MAC X. XXXXXXXXXXX ("Officer").
Recital
Corporation most recently entered into an Employment Agreement with Officer on February 18, 2004. Corporation and Officer desire to amend and supersede that agreement and continue the employment of the Officer 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 in the position set forth on Exhibit A, 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 set forth on Exhibit A. 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. The initial term of employment of Officer by Corporation shall be from the date of this Agreement through December 31, 2005, unless terminated earlier pursuant to this Agreement. This Agreement shall renew automatically for a period of one year on each January 1st hereafter, 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" as set forth on Exhibit A payable in twenty-six (26) equal biweekly installments. The Base Salary for each fiscal year or portion thereof after fiscal year 2004 shall be determined in the sole discretion of the Board of Directors, but shall not be less than $500,000 per annum. In the absence of and until any revised 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 December 31st of the immediately preceding fiscal year.
3.2 Bonuses. Officer shall be eligible to receive a bonus for the fiscal year ending December 31, 2005. Such bonus will be determined in accordance with the formula described on Exhibit A and paid within seventy five (75) days after the year end to which such bonus relates. The bonus for each fiscal year or portion thereof shall be determined in the sole discretion of the Board of Directors.
3.3 Additional Benefits. During the term of his employment, Officer shall be entitled to the following fringe benefits:
3.3.1 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.
3.3.2 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.
3.3.3 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 Board or the Chairman of the Compensation Committee of Corporation.
3.3.4 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.
3.3.5 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 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.
3.3.6 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 a separate agreement between the parties.
3.4 Option to Acquire Common Stock. Officer has been granted options, pursuant to and subject to the terms and conditions of Corporation's Equity Incentive Plan and the option agreements executed by and between Officer and the Corporation, to purchase certain shares of Corporation's Common Stock at the exercise price or prices stated in the option agreements. Such option agreements remain in effect in accordance with their terms and are unaffected by this Agreement. Unless subsequently changed by the Corporation's Board of Directors, the Corporation will grant Officer options to acquire common stock in the Corporation for 200,000 shares at the first Board meeting in 2006 and 2007, at the then current market price, with vesting equal to 34% on the date of the grant and 22% on the next three anniversaries of the grant date. 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 and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the effective time of termination. Officer shall also be entitled to any unpaid bonus compensation and such unpaid bonus compensation shall be paid promptly once it has been determined, but no later than sixty (60) days after the first quarter end following termination. Unpaid bonus compensation for the purposes of this Section 4 shall be an amount equal to the product of (i) 5% of the difference between Officer's total accrual basis bonus compensation for the immediately preceding fiscal year (or if such bonus compensation has not been determined, Officer's bonus compensation for the fiscal year preceding such immediately preceding fiscal year) and any amount pre-paid against Officer's bonus compensation for the fiscal year during which termination occurs, and (ii) the number of full calendar months of Officer's employment during the fiscal year in which termination occurs. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A, unless Officer requests to be paid ratably over the respective period. 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 number of months following termination set forth on Exhibit A.
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. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A. 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 3.3.1, 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 number of months following termination set forth on Exhibit A.
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 3.3.5 and (b) the percentage of Officer's Base Salary set forth on Exhibit A payable immediately 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 the amount set forth on Exhibit A in bi-weekly or monthly installments, at Corporation's option, over thirty-six (36) 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 number of months following termination set forth on Exhibit A. 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 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, during the term of his employment and 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. An investment by Officer of up to 2% of the outstanding equity in a publicly-traded corporation shall not constitute a violation of this Section 5.1. 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, during the term of his employment and 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; (b) provide any product or services to any client or potential client of Corporation which is competitive with the products or services of Corporation; or (c) request, recommend or advise any client or potential client to cease or curtail doing business with the 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. Except on behalf of the Corporation, Officer shall not, during the term of his employment and for a period of eighteen (18) months following the termination of his employment: (a) 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 is employed or engaged by Corporation or who was employed or engaged by the Corporation during the six (6) month period preceding Officer's termination; (b) solicit, recommend or advise any employee of the Corporation or independent contractor to terminate their employment or engagement with the Corporation for any reason; or (c) solicit recruiting prospects and/or candidates whose files are actively maintained or have been maintained during the last six (6) months prior to Officer's termination by the 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 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. Officer acknowledges and agrees all Confidential Information and Materials shall, to the extent possible, be considered works made for hire for the Corporation under applicable copyright law. To the extent any Confidential Information and Materials are not deemed to be a work made for hire, Officer hereby assigns to the Corporation any rights he may have or may acquire in such Confidential Information and Materials as they are created, throughout the world, in perpetuity. Further, Officer hereby waives any and all moral rights he may have in such Confidential Information and Materials. Notwithstanding the foregoing, the Corporation acknowledges that it shall have no right to inventions or other material for which no equipment, supplies, facilities or Confidential Information and Material of the Corporation are used and which are developed entirely on Officer's own time and (i) do not relate directly to the business of the Corporation or (ii) do not result from any work performed by Officer hereunder.
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 conviction of any felony crime, Officer's willful dishonesty towards, fraud upon or deliberate injury or attempted injury to Corporation or its clients, Officer's material breach of this Agreement, or any material reason that constitutes "cause" under applicable law.
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 one hundred eighty (180) days from the date on which any 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 13d3 under the 1934 Act), directly or indirectly, of more than thirty-three percent (33%) 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 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 |
||
|---|---|---|---|
| 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.
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 noncompetitive 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.
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; provided, however, that the provisions concerning Base Salary (subject to the limitation in Section 3.1) and Bonus set forth on Exhibit A may be modified at any time by the Board of Directors in its sole discretion.
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 (as confirmed by a machine generated report), addressed as follows:
If to Corporation:
CIBER, INC.
0000 XXX Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx X. Xxxxxxxxx
With a copy to:
Xxxx
Xxxxxx
Faegre & Xxxxxx
3200 Xxxxx Fargo Center
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
If to Officer:
Mac
X. Xxxxxxxxxxx
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 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 in the event of a merger, consolidation or reorganization of the Corporation, including the sale of substantially all of its assets, 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: |
/s/ MAC X. XXXXXXXXXXX Mac X. Xxxxxxxxxxx |
By: |
/s/ XXXXX X. XXXXXXXXX Xxxxx X. Xxxxxxxxx Chairman of the Board of Directors |
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EMPLOYMENT AGREEMENT
