EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into as of July 1, 1999, by and between CIBER, INC., a Delaware corporation
("Corporation"), and XXXXXX X. XXXX ("Officer").
RECITAL
Corporation desires to employ Officer in the position set
forth on EXHIBIT A, 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 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 June 30,
2000, unless terminated earlier pursuant to this Agreement. This Agreement shall
renew automatically for a period of one year on July 1, 2000 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" as set forth on EXHIBIT A, payable in twenty-six
(26) equal biweekly installments. The Base Salary for each fiscal year
(currently July 1 through June 30 of each year) or portion thereof after
fiscal year 1999 shall be as determined in the sole discretion of the Board
of Directors, but shall not be less than $265,000 per annum. 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.
3.2 BONUSES. Officer shall be eligible to receive a
bonus for the fiscal year ending June 30, 2000, provided the Officer remains
an employee through such date. Such
bonus will be determined in accordance with the formula described on EXHIBIT
A and paid within seventy-five days after the year and to which such bonus
relates. The bonus for each fiscal year or portion thereof after fiscal year
2000 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, medical, dental and health plans, and life and
disability insurance plans, 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 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 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. 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 be paid 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. 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, 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.
4.4 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
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necessary business expenses incurred by Officer in connection with his duties
hereunder, all to the date of termination, 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 immediately be paid the amount set
forth on EXHIBIT A. 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 Change in Control, the aggregate amount of severance
compensation paid to an 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.
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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
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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 by Corporation or any successor thereto of Officer's employment
with the Corporation or such successor for any reason or a termination by the
Officer for Good Reason (as defined below) of the Officer's employment with
the 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
13d-3 under the 1934 Act), directly or indirectly, of more than thirty three
percent (33%) of the
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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.
For purposes of this Agreement "Good Reason" shall include,
but not be limited to, any of the following (without the Officer's express
written consent): (a) the assignment to the Officer by the Corporation of
duties inconsistent with, or a substantial diminution in the nature or status
of, the Officer's responsibilities immediately prior to a Change in Control
other than any changes primarily attributable to the fact that the
Corporation's securities are no longer publicly traded; (b) a reduction by
the Corporation in the Officer's compensation, benefits, or perquisites as in
effect on the date of a Change in Control; (c) a relocation of the
Corporation's principal offices to a location outside Denver, Colorado, or
the Officer's relocation to any place other than the Denver, Colorado offices
of the Corporation, except for reasonably required travel by the Officer on
the Corporation's business; (d) any material breach by the Corporation of any
provision of this Agreement, if such material breach has not been cured
within thirty (30) days following written notice by the Officer to the
Corporation of such breach setting forth with specificity the nature of the
breach; or (e) any failure by the Corporation to obtain the assumption and
performance of this Agreement by any successor (by merger, consolidation or
otherwise) or assign of the Corporation.
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
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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 $25,000.00, 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
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.
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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.
9.2 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.
9.3 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 under
standings, 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 Position, 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.
9.4 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:
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If to Corporation:
CIBER, INC.
0000 XXX Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Mac X. Xxxxxxxxxxx
With a copy to:
Xxxxx X. Xxxx, Esq.
Xxxxx, Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, Xxxxxxxx 00000-0000
If to Officer:
Xxxxxx X. Xxxx
0000 XXX Xxxxxxx, #0000
Xxxxxxxxx, Xxxxxxxx 00000
Any party may change such party's address for notices by notice given
pursuant to this Section 9.4.
9.5 HEADINGS. The Section headings herein are
intended for reference and shall not by themselves determine the construction
or interpretation of this Agreement.
9.6 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 9.4.
9.7 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.
9.8 SURVIVAL OF CORPORATION'S OBLIGATIONS.
Corporation's obligations hereunder shall not be terminated by reason of any
liquidation, dissolution, bankruptcy, cessation
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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.
9.9 COUNTERPARTS. This Agreement may be
executed in one or more counterparts, all of which taken together shall
constitute one and the same Agreement.
9.10 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
/s/ Xxxxxx X. Xxxx By: /s/ Mac X. Xxxxxxxxxxx
------------------------- ---------------------------------
Xxxxxx X. Xxxx Mac X. Xxxxxxxxxxx, President
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EXHIBIT A
TO
EMPLOYMENT AGREEMENT OF XXXXXX X. XXXX DATED JULY 1, 1999
EFFECTIVE DATE OF EXHIBIT A: JULY 1, 1999
1. *Position: Senior Vice President / Operations
2. *Base Salary Per Annum for Fiscal Year 2000: $265,000
3. *Bonus for Fiscal Year 2000: As approved by the Board of Directors
4. Additional sums payable upon termination events as referenced in
Section 4 of the Agreement.
A. Termination for Cause: None
B. Termination Other than for Cause: 100% of Base
Salary. In addition, in the event of a Termination
Other than for Cause, the noncompetition period
set forth in Section 5.1 of the Agreement shall be
reduced from eighteen (18) months to twelve (12)
months.
C. Termination by Reason of Disability: 50% of Base Salary
D. Death: 50% of Base Salary
E. Voluntary Termination: None. In addition, in the
event of a Voluntary Termination, the
noncompetition period set forth in Section 5.1 of
the Agreement shall be reduced from eighteen (18)
months to twelve (12) months.
F. Termination Upon a Change of Control: One times
the sum of the following: Base Salary plus an
amount equal to the bonus compensation received by
the Officer for the year preceding the year in
which termination occurs.
G. A termination by the officer for a reason that
would have constituted "Good Reason" as that term
is defined in Section 7.1.3 of the Agreement but
for the fact that no Change of Control has
occurred shall be considered a Termination Other
than for Cause for purposes of this Agreement.
VI. Period of time for continuance of medical, life and disability
premiums under Section 4.2, 4.3 and 4.6: Twelve (12) months
* Items subject to modification by the Board of Directors.
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