EXHIBIT 10.33
EMPLOYMENT AGREEMENT AMENDMENT
AND MUTUAL RELEASE
This Employment Agreement Amendment and Mutual Release ("Agreement" or
"Amendment") is entered into this _______ day of July, 2000, by and between
Hadron, Inc., a New York corporation with its principal place of business at
0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx, (the "Company") and S. Xxxxx Xxxxxx
("Xxxxxx"). This Agreement amends that certain Employment Agreement
("Employment Agreement"), between Hadron and Xxxxxx, dated June 24, 1999.
WHEREAS, the parties desire to amend and modify the Employment Agreement;
and
WHEREAS, the Company and Xxxxxx have agreed to terms upon which such
Employment Agreement amendments are acceptable and wish to set forth such terms
and conditions in writing;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Xxxxxx hereby resigns as Executive Vice President, Corporate Secretary and
Treasurer of Hadron effective August 31, 2000. Simultaneously with
execution of this Agreement, Company will enter into a Consulting Agreement
for investor relations services with X.X. Xxxxxx Enterprises, Inc.
("SAGE"), of which Xxxxxx is the sole owner and President, attached as
Exhibit A. Such investor relations services will begin upon Xxxxxx'x
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resignation, effective September 1, 2000. The Employment Agreement
otherwise remains in full force and effect until August 31, 2000.
Effective August 31, 2000, the Employment Agreement shall be terminated and
of no further force or effect; provided, however that the provisions of
this Amendment shall survive the termination of the Employment Agreement.
For the avoidance of doubt, Xxxxxx shall not be entitled to the severance
payment described in the last sentence of Section 8 of the Employment
Agreement.
2. Neither Xxxxxx nor SAGE nor any affiliate of Xxxxxx or SAGE will directly
or indirectly, employ, engage as a contractor, attempt to employ, solicit,
or encourage to leave Hadron any individuals employed by Hadron or its
subsidiaries prior to August 31, 2002. The covenants in this paragraph 2
shall be construed as agreements independent of any other provisions of any
other agreement between Xxxxxx and Company. Xxxxxx hereby acknowledges
that breach of any covenant contained in Section 2 would cause irreparable
injury to Company. Therefore, Xxxxxx hereby agrees that the covenants
contained in this section may be specifically enforced through injunctive
relief; however, the right to injunctive relief shall not preclude Company
from obtaining any other legal remedy available to it. If any action at
law or in equity is necessary for Company to enforce the provisions of this
Agreement and Company prevails in such action, Company shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition
to any other relief to which it may be entitled.
3. The Company shall continue to provide to Xxxxxx, for the term of the SAGE
Agreement, the same or substantially equivalent health insurance and
medical coverage the Company's currently provides to Xxxxxx. Xxxxxx
acknowledges that she may not be eligible for Company's health insurance
under Company's existing plan. Company may provide required coverage under
COBRA, under an alternative health issuer or after February 28, 2002, by
paying Xxxxxx $_____________ per month (in which event Xxxxxx would obtain
her own coverage). Except as expressly provided in this Agreement, Company
shall have no responsibility for the payment to or on behalf of Xxxxxx of
any fringe benefits, professional liability insurance premiums,
contributions to insurance and pension or other deferred compensation plans
nor will Company have any responsibility for the filing of any documents,
forms and returns pertinent to all of the foregoing.
4. Any amounts due and payable to Xxxxxx by Company including payment of
accrued vacation, deferred compensation plan balance and flexible spending
account balance, shall be paid to her in full on August 31, 2000.
5. [Open Issue - Not Approved by Hadron.] [The Company shall pay any and all
of Xxxxxx'x reasonable attorneys' fees arising from the restructuring of
the Employment Agreement not to exceed $10,000.]
6. The Company, Xxx X. Xxxxx ("Xxxxx") and Xxxxxx have indicated their desire
to enter a Put/Call Agreement. The Company, Xxxxx and Xxxxxx shall enter
such Put/Call Agreement, as contained in Exhibit B, as of the date of this
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Agreement.
7. Except for Company's obligations under this Agreement to Xxxxxx, and the
Company's obligations to Xxxxxx under any option or retirement plan, Xxxxxx
hereby releases, acquits and forever discharges the Company and its
successors, assigns, agents, directors, officers, owners, employees,
representatives, attorneys, subsidiaries, and affiliates, and all persons
acting by, through, under, or in concert with any of the foregoing (the
"Company Released Parties"), from any and all claims, demands, actions,
obligations or liabilities whatsoever, whether known or unknown, which
Xxxxxx ever had or may now have against the Company Released Parties or any
of them, including, without limitation, any claims, demands or liabilities
related to or arising out of Xxxxxx'x employment by the Company or
termination of such employment.
Except for Xxxxxx'x obligations under this Agreement and Xxxxxx'x
obligations under any option or retirement plan, Company hereby releases,
acquits and forever discharges Xxxxxx and her successors, assigns, agents,
representatives and attorneys, and all persons acting by, through, under or
in concert with any of the foregoing (the "Xxxxxx Released Parties"), from
any and all claims, demands, actions, obligations or liabilities
whatsoever, whether known or unknown, which Company ever had or may not
have against the Xxxxxx Released Parties or any of them, including, without
limitation, any claims, demands or liabilities related to or arising out of
Xxxxxx'x employment by the Company.
8. The provisions in the Employment Agreement concerning indemnification shall
survive this
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Amendment with respect to Xxxxxx'x performance of her duties under the
Employment Agreement.
9. Each party represents to the other that it has full power and authority to
execute, deliver and perform this Agreement and the attached agreements
which form a part of the transaction; all necessary corporate action on its
part for the execution, delivery and performance of this Agreement by it
has been duly taken; this Agreement has been duly authorized and executed
by it; it is a legal, valid and binding Agreement, enforceable against such
party in accordance with its terms.
10. This Agreement shall be binding upon and inure to the benefit of the
Company and Xxxxxx and their successors and permitted assigns. This
Agreement shall not be assignable by either party hereto without the
written consent of the other party which assignment consent will not be
unreasonably withheld. This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Virginia. The party
prevailing in any judicial proceeding between the parties hereto shall be
awarded its costs and expenses, including reasonable attorneys' fees.
11. A waiver by any party of a breach of any provision of this Agreement shall
not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement. Any waiver or
modification of this Agreement must be in writing and signed by the party
to be charged.
12. This Agreement sets forth and is intended to be an integration of all of
the promises, agreements, conditions, understandings, covenants, warranties
and representations among the parties with respect to the subject matter
hereof and there are no promises, agreements, conditions, understandings,
covenants, warranties or representations, oral or written, express or
implied, among the parties, with respect to the subject matter hereof other
than as set forth herein. Any and all prior agreements among the parties,
with respect to the subject matter hereof, are hereby superseded.
In Witness whereof the parties have executed this Agreement this _____ day
of July, 2000.
HADRON, INC. ACCEPTED & AGREED:
BY:_______________ ______________________
Xxx X. Xxxxx S. Xxxxx Xxxxxx
President and
Chief Executive Officer
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