EMPLOYMENT AGREEMENT
This Agreement is entered into this 10th day of June, 1997, by and
between Hadron, Inc. (the "Company") and S. Xxxxx Xxxxxx
("Employee").
WHEREAS, the Company and Employee have agreed to terms upon
which Employee will be employed by the Company and wish to set
forth such terms and conditions in writing;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ Employee as
its EXECUTIVE VICE PRESIDENT for the term as hereinafter set
forth. Employee shall perform such duties and exercise such
supervision and powers over and with regard to the business of
the Company as are consistent with her position. Employee
shall report to the Chairman and/or Chief Executive Officer of
the Company.
2. Term. The initial term of this Agreement shall be two (2)
years, effective July 1, 1997.
3. Base Salary and Time Allotment. During the term of the
Agreement, Employee shall be available to the Employer four
(4) days per week. For this, the Employee's base salary for
this year shall be $90,000. It is understood and agreed to by
the Company that during the work week the Employee renders
consulting services to, and receives remuneration from, other
non-competitive entities. The Employee's base salary for the
second year shall reflect an increase in base salary, as
determined by the Chairman of the Board of Directors and the
Compensation Committee, in their sole discretion; however,
such increase shall, at the minimum, be proportionate to that
given to other executive officers of the Company. The base
salary shall be payable on a bi-weekly basis or such other
basis as the Company uses to pay its executive officers.
4. Stock Options. The Company shall grant to Employee options in
its Incentive Stock Option Plan in such amount as determined
by the Board of Directors. Such amount shall be commensurate
with the duties and responsibilities of the Employee.
5. Annual Bonus. In addition to the Employee's Base Salary, the
Employee shall be eligible to earn an annual bonus, in
accordance with the Company's Bonus Plan, if one is in effect,
or at the recommendation of the Chairman and of the
Compensation Committee.
6. Car Allowance. The Employee shall receive an automobile
allowance in the amount of $350 per month for the first year
of the Agreement, to increase in proportion to other executive
officers of the Company for the second year of the Agreement.
7. Other Benefits. Employee shall be fully reimbursed by the
Company for all expenses reasonably incurred in connection
with the performance of Employee's duties, upon presentation
of expense statements and such other supporting information as
the Company may reasonably require. The Company shall provide
to Employee the insurance and medictive officers, on the
same terms and conditions. Additionally, Employee shall be
entitled to four weeks of paid vacation for each year of
employment.
8. Termination and/or Renewal. The Company shall have the right
to terminate this employment Agreement for cause on the
grounds that Employee acted dishonestly in any activity
related to this job; Employee has exhibited signs of alcohol
or drug dependency; Employee has been convicted of a felony or
crime of moral turpitude; or for gross neglect of her duties.
If Employee is terminated for cause, as defined herein, or
leaves the employ of the Company voluntarily, then no
remuneration will be due past the date of termination. Any
renewal of this Agreement, or any subsequent employment
Agreement, shall be completed prior to June 30, 1999. In the
event that her contract is not renewed by June 30, 1999, the
Employee will receive a severance payment equal to six months
at the then current Base Salary.
9. Indemnification. The Company shall indemnify and hold
Employee harmless from and against any and all causes of
action, claims, costs, liabilities, expenses, attorneys' fees
or damages arising from Employee's performance of her duties
as described herein, except however where such claims, etc.
are a result of Employee's gross negligence or willful
misconduct.
10. Full Authority. Each party represents to the other that: it
has full power and authority to execute, deliver and perform
this Agreement; all necessary corporate action on its part for
the execution, delivery and performance of this Agreement by
it has been duly taken; this Agreement has been duly
authorized and executed by it; it is a legal, valid and
binding Agreement, enforceable against such party in
accordance with its terms.
11. Entire Agreement/Assignment/Governing Law. This Agreement
shall be binding upon and inure to the benefit of the Company
and its successors and assigns. This Agreement shall not be
assignable by either party hereto without the written consent
of the other party. This Agreement constitutes the entire
Agreement between the parties and shall supersede all previous
communications, representations, understandings, and
Agreements, either oral or written, between the parties or any
officials or representatives thereof. This Agreement shall be
governed by and interpreted in accordance with the laws of the
Commonwealth of Virginia.
12. Waivers. A waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be
a waiver of any other breach of such provision or of any
breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement. Any waiver or modification of this Agreement must
be in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 10th day of June, 1997.
HADRON, INC. ACCEPTED & AGREED TO:
BY: /S/ X.X. XXXXXXX /S/ S. XXXXX XXXXXX
X.X. Xxxxxxx S. Xxxxx Xxxxxx
Chairman and
Chief Executive Officer
