EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this _____ day of _____, 1997, between Condor
Technology Solutions, Inc., a Delaware corporation (the "Company"), and C.
Xxxxxxxx Xxxxxx (the "Executive").
WHEREAS, the Executive is currently the President, Chief Executive Officer and
sole shareholder of Management Support Technology Corp., a Delaware corporation
("MST"); and
WHEREAS, as a result of the proposed business combination (the "Business
Combination") pursuant to that certain Agreement and Plan of Organization among
the Company, its wholly-owned subsidiary MST Acquisition Corp., MST and the
Executive (the "Merger Agreement"), MST will become a wholly-owned subsidiary of
the Company; and
WHEREAS, the parties hereto wish to enter into an employment agreement to
continue the employment of the Executive as the President and Chief Executive
Officer of MST and to employ the Executive as the Vice Chairman of the Company
following the Business Combination, and to set forth certain additional
agreements between the Executive and the Company.
NOW, THEREFORE, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:
1. TERM.
The Company will employ the Executive and will cause MST to employ the
Executive, and the Executive will serve the Company and MST, under the terms
of this Agreement for an initial term of three (3) years, commencing on the
closing of the initial public offering of the Company's Common Stock (the
"Closing Date"). Effective as of the expiration of such initial three-year
term and as of each anniversary date thereof, the term of this Agreement
shall be extended for an additional 12-month period unless, not later than
two months prior to each such respective date, either party shall have given
notice to the other party that the term shall not be so extended.
Notwithstanding the foregoing, the Executive's employment hereunder may be
earlier terminated, as provided in Section 4 hereof. The term of this
Agreement, as in effect from time to time in accordance with the foregoing,
shall be referred to herein as the "Term." The period of time between the
commencement and the termination of the Executive's employment hereunder
shall be referred to herein as the "Employment Period."
2. EMPLOYMENT.
(a) Positions. The Company hereby (i) employs the Executive for the
Employment Period as Chief Executive Officer of MST and, effective as of the
Closing Date, as Vice
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Chairman of the Company, (ii) agrees to elect the Executive to serve as a
director of MST, and (iii) agrees to use its best efforts to cause the Executive
to be nominated for election as a director of the Company, all for the
Employment Term and on the terms and conditions set forth in this Agreement and
conditioned on the Executive not being at any applicable time in breach of this
Agreement.
(b) Authority, Duties and Reporting. The Executive shall exercise such
authority, perform such executive duties and functions and discharge such
responsibilities as are reasonably associated with the Executive's positions,
commensurate with the authority vested in the Executive's positions, pursuant to
this Agreement and consistent with the By-Laws of the Company and MST,
respectively. Without limiting the generality of the foregoing, (i) in his
capacity as Vice Chairman of the Company, the Executive shall report directly
and be responsible to the Board of Directors of the Company, and (ii) in his
capacity as President and Chief Executive Officer of MST the Executive shall
report directly and be responsible to the President and Chief Executive Officer
of the Company and the Board of Directors of MST. During the Employment Period,
the Executive shall devote his full business time, skill and efforts to the
business of the Company and MST; provided, however, that so long as Executive
and the Company (acting through its Board of Directors) agree that Executive's
service as Chief Information Officer of CIGNA Property & Casualty ("CIGNA") is
consistent with the Company's objectives, the Company shall not require
Executive to engage in activities that create a conflict of interest with his
duties as Chief Information Officer of CIGNA and the Executive shall continue to
serve in such capacity. Notwithstanding the foregoing, the Executive may
devote his time to various personal endeavors including educational, civic,
professional and other personal matters without seeking or obtaining approval
by the Board of Directors of the Company (except with respect to serving on
the boards of directors of other companies, for which the Executive will seek
the approval of the Board of Directors), provided such activities and service
do not materially interfere or conflict with the performance of his duties
hereunder and provided further that such activities consistent with the
Executive's past practices will not be deemed to materially interfere or
conflict with the performance of his duties hereunder.
(c) Location of Performance by Executive. The Company agrees that the
executive offices of MST shall remain in the Boston, Massachusetts metropolitan
area for the Term and that the Executive shall perform his duties primarily at
such offices, except to the extent that the Executive performs his duties at
CIGNA's offices. The Executive shall not be
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required to relocate by the Company.
3. COMPENSATION AND BENEFITS.
(a) Salary. During the Employment Period, the Company shall pay or cause
MST to pay to the Executive, as compensation for the performance of his duties
and obligations under this Agreement, a base salary at the rate of $431,815 per
annum, payable in arrears not less frequently than monthly (except as set forth
in the proviso at the end of this sentence) in accordance with the normal
payroll practices of MST; provided, however, that no monthly payments of the
Executive's base salary shall be paid in 1997 and that the Executive's base
salary for 1997 will be payable on January 30, 1998 if MST's 1997 pre-tax
revenues equal or exceed $2,500,000 (it being agreed that for the purpose of
calculating MST's 1997 pre-tax revenues, expense costs or other charges,
whether they be legal, accounting, administrative or other, that are incurred
by MST as a result of or are related to the transactions contemplated by the
Agreement and Plan of Organization among the Company, MST Acquisition Corp.,
MST and the Executive, dated as of October 1, 1997, shall be excluded in
determining MST's 1997 pre-tax revenues). Such base salary shall be subject
to review each year for possible increase by the Board of Directors of the
Company, but shall in no event be decreased from its then-existing level
during the Employment Period.
(b) Annual Bonus. During the Employment Period, with respect to a given
fiscal year, the Company shall pay the Executive bonuses identical to the
bonuses paid to the Chief Executive Officer of the Company for such fiscal
year. Annual bonuses shall be payable by December 31 of each year.
(c) Special Bonuses. In addition to the bonuses to which the Executive
is entitled pursuant to Section 3(b) of this Agreement, for each potential
acquisition target or a potential joint venture identified by the Executive
that eventually is successfully acquired or consummated by the Company or its
affiliate with the assistance of the Executive as reasonably required by the
Company and as is compatible with the Executive's duties hereunder, the
Company shall pay to the Executive immediately upon consummation of the
transaction cash compensation of one percent (1%) of (i) the total purchase
price (including deferred portions of the purchase price) in the case of an
acquisition or (ii) the total investment by the Company or its affiliate in
the joint venture in the case of a joint venture. In addition, if in 1997
the Executive identifies an acquisition or joint venture candidate that
provides consulting services similar to that of MST, and the Company acquires
such candidate, such candidate's 1997 pre-tax revenues shall be added to
MST's 1997 pre-tax revenues for purposes of calculating MST's 1997 pre-tax
revenues for the purposes of Section 3(a) of this Agreement.
(d) Stock Options. During the Employment Term, the Company shall grant
and deliver to the Executive options to purchase such number of shares of the
Company's common stock as equals the greater of (i) the number of shares
subject to options granted to the Chairman of the Company and (ii) the number
of shares subject to options granted to the Chief Executive Officer of the
Company, such options to vest equally over three years and to have an
exercise price equal to the fair market value of the common stock at the date
of grant.
(e) Other Benefits. During the Employment Period, the Executive shall
be entitled to participate in all of the employee benefit plans, programs and
arrangements of the Company in effect during the Employment Period that are
generally available to senior executives of the
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Company, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans, programs and arrangements. In addition,
during the Employment Period, the Executive shall be entitled to fringe benefits
and perquisites comparable to those of other senior executives of the Company,
including, but not limited to, four weeks of paid vacation per year and the
fringe benefits and perquisites currently provided to the Executive by MST,
other than the provision to the Executive of a Company car.
(f) Business Expenses. During the Employment Period, the Company shall
reimburse the Executive for all documented reasonable business expenses incurred
by the Executive in the performance of his duties under this Agreement, in
accordance with the Company's policies.
(g) Indemnification. During the Employment Period and thereafter, the
Company shall indemnify the Executive to the fullest extent permitted by
applicable law, and the Executive shall be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of its directors and officers, with respect to all costs, charges and expenses,
including attorneys' fees, whatsoever incurred or sustained by the Executive in
connection with any action, suit or proceeding (other than any action, suit or
proceeding brought by the Company against the Executive) to which he may be made
a party by reason of being or having been a director, officer or employee of the
Company or MST or his serving or having served any other enterprise as a
director, officer or employee at the request of the Company.
4. TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. The Company may terminate the Executive's
employment hereunder for cause. For purposes of this Agreement and subject to
the Executive's opportunity to cure as provided in Section 4 (c) hereof, the
Company shall have "cause" to terminate the Executive's employment hereunder if
such termination shall be the result of:
(i) willful fraud or dishonesty in connection with the Executive's
performance hereunder that results in material harm to the Company or MST;
(ii) the failure by the Executive to substantially perform (other than
by reason of disability) his duties hereunder that results in material
harm to the Company or MST; or
(iii) the conviction for, or plea of nolo contendere to, a charge
of commission of a felony.
(b) Termination for Good Reason. The Executive shall have the right at
any time to terminate his employment with the Company and MST at any time and
for any good reason. For purposes of this Agreement and subject to the
Company's opportunity to cure as provided
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in Section 4 (c) hereof, the Executive shall have "good reason" to terminate his
employment hereunder if such termination shall be the result of:
(i) a material diminution during the Employment Period in the
Executive's duties or responsibilities as set forth in Section 2 hereof;
(ii) a breach by the Company or MST of the compensation and benefits
provisions set forth in Section 3 hereof, which breach shall not have been
cured within five business days of written notice thereof having been
provided to the Company or MST by the Executive;
(iii) a notice of termination by the Executive under Section 4 (c)
hereof within 12 months following the occurrence of a Change in Control
(as defined in Section 4 (e) hereof);
(iv) the Executive shall not be elected or continue as a member of the
Board of Directors of MST or the Company; or
(v) a material breach by the Company of any other term of this
Agreement.
(c) Notice and Opportunity to Cure. Notwithstanding the foregoing, it
shall be a condition precedent to the Company's right to terminate the
Executive's employment for "cause" and the Executive's right to terminate his
employment for "good reason" that (1) the party seeking the termination shall
first have given the other party written notice stating with specificity the
reason for the termination ("breach"); (2) if the Company is asserting that it
has "cause" to terminate the Executive, the Company shall provide to the
Executive an opportunity to appear before the Board to answer such grounds for
termination; and (3) if such breach is susceptible of cure or remedy, a period
of 30 days from and after the giving of such notice shall have elapsed without
the breaching party having effectively cured or remedied such breach during such
30-day period, unless such breach cannot be cured or remedied within 30 days, in
which case the period for remedy or cure shall be extended for a reasonable time
(not to exceed an additional 30 days), provided the breaching party has made and
continues to make a diligent effort to effect such remedy or cure.
(d) Termination Upon Death or Permanent and Total Disability. The
Employment Period shall be terminated by the death of the Executive. The
Employment Period may be terminated by the Company if the Executive shall be
rendered incapable of performing his duties to the Company by reason of a
"disability," defined as either (i) any medically determined physical or mental
impairment that can be expected to result in death or that can be expected to
last for a period of six or more consecutive months from the first date of the
Executive's absence, or (ii) due to a total and permanent "disability" that can
be expected to last for a period of six or more consecutive months from the
first date of the Executive's absence, as such term is defined in the Company's
long term disability insurance policy or contract as may be in effect from time
to time for the benefit of employees of the
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Company (either, a "Disability"). If the Employment Period is terminated by
reason of a Disability of the Executive, the Company shall give 30 days'
advance written notice to that effect to the Executive. If the existence of
a Disability hereunder is in dispute, it shall be resolved by two physicians,
one appointed by the Executive and one appointed by the Company. If the two
physicians so selected cannot agree as to whether or not the Executive has a
Disability, the two physicians so selected shall designate a third physician
and a majority of the three physicians so selected shall determine whether or
not the Executive has a Disability.
(e) Definition of Change in Control. A "Change in Control" shall be
deemed to have taken place if:
(i) there shall be consummated (x) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation
or pursuant to which shares of the Company's capital stock are converted
into cash, securities or other property other than a consolidation or
merger of the Company in which the holders of the Company's voting stock
immediately prior to the consolidation or merger shall, upon consummation
of the consolidation or merger, own at least 50% of the voting stock of the
surviving corporation, or (y) any sale, lease, exchange or other transfer
(in one transaction or a series of transactions contemplated or arranged by
any party as a single plan) of all or substantially all of the assets of
the Company; or
(ii) any person (as such term is used in Sections 13(d) and 14 (d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
shall after the date hereof become the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the voting power of
all then outstanding securities of the Company having the right under
ordinary circumstances to vote in an election of the Board (including,
without limitation, any securities of the Company that any such person has
the right to acquire pursuant to any agreement, or upon exercise of
conversion rights, warrants or options, or otherwise, which shall be deemed
beneficially owned by such person); or
(iii) individuals who at the date hereof constitute the entire
Board and any new directors whose election by the Board, or whose
nomination for election by the Company's stockholders, shall have been
approved by a vote of at least a majority of the directors then in office
who either were directors at the date hereof or whose election or
nomination for election shall have been so approved (the "Continuing
Directors") shall cease for any reason to constitute a majority of the
members of the Board; or
(iv) the sale by the Company of the majority of the capital stock of
MST or all or substantially all of the assets of MST, or the liquidation or
dissolution of MST.
5. CONSEQUENCES OF TERMINATION.
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(a) Termination Without Cause or for Good Reason. In the event of
termination of the Executive's employment or service in any capacity (including
but not limited to service as Vice Chairman of the Company or as a director of
MST or the Company) hereunder by the Company without "cause" (other than upon
death or Disability) or by the Executive for "good reason" (each as defined in
Section 4 hereof), the Executive shall be entitled to the following severance
pay and benefits:
(i) Severance Pay - severance payments in the form of continuation of
the Executive's base salary as in effect immediately prior to such
termination over the longer of: (A) the then-remaining Term hereof;
or (B) 12 months (the "Severance Period").
(ii) Benefits Continuation - continuation for the Severance Period of
coverage under the group medical care, disability and life insurance
benefit plans or arrangements in which the Executive is participating at
the time of termination; provided, however, that the Company's obligation
to provide such coverages shall be terminated if the Executive obtains
comparable substitute coverage from another employer at any time during the
Severance Period. The Executive shall be entitled, at the expiration of
the Severance Period, to elect continued medical coverage in accordance
with section 4980B of the Internal Revenue Code of 1986, as amended (or any
successor provision thereto); and
(iii) Stock Options - all options to purchase shares of the
Company's Common Stock held by the Executive immediately prior to
termination of employment shall become immediately vested and exercisable
and, subject to the terms of the Company's 1997 Long-Term Incentive Plan,
shall remain exercisable for the duration of the Severance Period.
(b) Other Terminations. In the event of termination of the Executive's
employment hereunder for any reason other than those specified in Section 5(a)
hereof, the Executive shall not be entitled to any severance pay, benefits
continuation or stock option rights contemplated by the foregoing, except as may
otherwise be provided under the applicable benefit plans or award agreements
relating to the Executive.
6. CONFIDENTIALITY.
The Executive agrees that he will not at any time during the Term hereof or at
any time thereafter for any reason, in any fashion, form or manner, either
directly or indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any confidential
information or trade secrets concerning the business of the Company, including,
without limiting the generality of the foregoing, the techniques, methods or
systems of its operation or management, any information regarding its financial
matters, or any other material information concerning the business of the
Company, its manner
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of operation, its plans or other material data. The provisions of this Section
6 shall not apply to (i) information that is public knowledge other than as a
result of disclosure by the Executive in breach of this Section 6; (ii)
information disseminated by the Company to third parties in the ordinary course
of business; (iii) information lawfully received by the Executive from a third
party who, based upon inquiry by the Executive, is not bound by a confidential
relationship to the Company; or (iv) information disclosed under a requirement
of law or as directed by applicable legal authority having jurisdiction over the
Executive.
7. INVENTIONS.
The Executive is hereby retained in a capacity such that the Executive's
responsibilities include the making of technical and managerial contributions of
value to Company. The Executive hereby assigns to the Company all right, title
and interest in such contributions and inventions made or conceived by the
Executive alone or jointly with others during the Employment Period that relate
to the business of the Company. This assignment shall include (a) the right to
file and prosecute patent applications on such inventions in any and all
countries, (b) the patent applications filed and patents issuing thereon, and
(c) the right to obtain copyright, trademark or trade name protection for any
such work product. The Executive shall promptly and fully disclose all such
contributions and inventions to the Company and assist the Company in obtaining
and protecting the rights therein (including patents thereon) in any and all
countries; provided, however, that said contributions and inventions will be the
property of the Company, whether or not patented or registered for copyright,
trademark or trade name protection, as the case may be. The Executive hereby
agrees to execute any documentation requested by the Company to be so executed
if such request is made in order to carry out the purpose and terms of this
paragraph. Inventions conceived by the Executive that are not related to the
business of the Company will remain the property of the Executive.
8. NON-COMPETITION.
(a) Subject to the limitations set forth in Sections 8(b) and 8(d), the
Executive will not, for a period of four (4) years following the Closing Date,
for any reason whatsoever, directly or indirectly, for himself or on behalf of
or in conjunction with any other person, company, partnership, corporation or
business of whatever nature;
(i) engage, as an officer, director, shareholder, owner, partner,
joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales
representative, in any business selling any products or services in direct
competition with the Company or any of the subsidiaries thereof, within 100
miles of where MST or any of the Other Founding Companies (as defined in
the Merger Agreement) conducted business prior to the effectiveness of the
merger (the "Territory");
(ii) call upon any person who is, at that time, within the Territory,
an
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employee of the Company (including the subsidiaries thereof) in a sales
representative or managerial capacity for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company
(including the subsidiaries thereof), provided that the Executive shall be
permitted to call upon and hire any member of his or her immediate family;
(iii) call upon any person or entity which is, at that time, or
which has been, within one (1) year prior to the Closing Date, a customer
of the Company (including the subsidiaries thereof), of MST or of any of
the Other Founding Companies within the Territory for the purpose of
soliciting or selling products or services in direct competition with the
Company within the Territory;
(iv) call upon any prospective acquisition candidate, on the
Executive's own behalf or on behalf of any competitor in similar or
incidental businesses or activities described in the Registration Statement
(as defined in the Merger Agreement), which candidate, to the actual
knowledge of the Executive after due inquiry, was called upon by the
Company (including the subsidiaries thereof) or for which, to the actual
knowledge of the Executive after due inquiry, the Company (or any
subsidiary thereof) made an acquisition analysis, for the purpose of
acquiring such entity; or
(v) disclose customers, whether in existence or proposed, of MST to
any person, firm, partnership, corporation or business for any reason or
purpose whatsoever except to the extent that MST has in the past disclosed
such information to the public for valid business reasons or disclosure is
specifically required by law; provided, however, in the event disclosure is
required by law, the Executive shall provide the Company with prompt notice
of such requirement prior to making any disclosure so that the Company may
seek a protective order.
(b) Investments in Competing Businesses. Notwithstanding anything to
the contrary in Section 8(a), the foregoing covenant shall not be deemed to
prohibit the Executive from acquiring as an investment not more than one percent
(1%) of the capital stock of a competing business whose stock is traded on a
national securities exchange or over-the-counter so long as the Executive does
not consult with or is not employed by such competitor.
(c) Reasonable Restraint. It is agreed by the parties hereto that the
covenant set forth in Section 8(a) imposes a reasonable restraint on the
Executive in light of the activities and business of the Company (including the
subsidiaries thereof) on the date of the execution of this Agreement and the
current plans of the Company; but it is also the intent of the Company and the
Executive that such covenants be construed and enforced in accordance with the
changing activities and business of the Company (including the subsidiaries
thereof) throughout the term of this covenant.
(d) (i) If prior to the fourth anniversary of the date hereof the
employment of the Executive is terminated by the Company other than pursuant to
Section 4(a) or the
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Executive terminates his employment pursuant to Section 4(b), this Section 8
shall be void and cease to be binding on the Executive; provided, however, that
if in such event the Company continues to pay to the Executive the Executive's
base salary pursuant to Section 3(a) at its then-existing level in accordance
with its normal payroll practices through the fourth anniversary of the date
hereof, then this Section 8 shall remain in full force and effect through such
date.
(ii) If the Employment Period is extended beyond the fourth anniversary of
the execution hereof, this Section 8 shall remain in full force and effect so
long as the Executive is employed by the Company and MST in compliance with this
Agreement, and shall cease to be binding on the Executive immediately upon the
termination of the Executive's employment for any reason whatsoever.
(d) Damages. Because of the difficulty of measuring economic losses to
the Company as a result of a breach of the covenant set forth in Section 8(a),
and because of the immediate and irreparable damage that could be caused to the
Company for with it would have no other adequate remedy, the Executive agrees
that, in the event of a breach by the Executive, the covenant set forth in
Section 8(a) may be enforced by the Company by injunctions and restraining
orders.
9. BREACH OF RESTRICTIVE COVENANTS.
The parties agree that a breach or violation of Section 6, 7 or 8 hereof will
result in immediate and irreparable injury and harm to the innocent party, which
party shall have, in addition to any and all remedies of law and other
consequences under this Agreement, the right to an injunction, specific
performance or other equitable relief to prevent the violation of the obligation
hereunder.
10. NOTICES.
For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
(a) If to the Company, to:
CONDOR TECHNOLOGY SOLUTIONS, INC.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 000
XxXxxx, Xxxxxxxx 00000
(b) If to the Executive, to:
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C. XXXXXXXX XXXXXX
0 Xxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
or to such other address as a party hereto shall designate to the other party by
like notice, provided that notice of a change of address shall be effective only
upon receipt thereof.
11. ARBITRATION: LEGAL FEES.
Except as provided in Section 9 hereof, any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by arbitration
in The Commonwealth of Massachusetts in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. The Company shall
reimburse the Executive for all reasonable legal fees and costs and other fees
and expenses that the Executive may incur in respect of any dispute or
controversy arising against the Company under or in connection with this
Agreement; provided, however, that the Company shall not reimburse any such
fees, costs and expenses if the fact finder determines that an action brought by
the Executive was substantially without merit or the Executive is otherwise
unsuccessful in such an action.
12. WAIVER OF BREACH.
Any waiver of any breach of the Agreement shall not be construed to be a
continuing waiver or consent to any subsequent breach on the part of either the
Executive or of the Company.
13. NON-ASSIGNMENT: SUCCESSORS.
Neither party hereto may assign his or its rights or delegate his or its duties
under this Agreement without the prior written consent of the other party;
provided, however, that (i) subject to the rights of the Executive under
Section 4(b) hereof, this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company upon any sale of all or
substantially all of the Company's assets, or upon any merger, consolidation or
reorganization of the Company with or into any other corporation, all as though
such successors and assigns of the Company and their respective successors and
assigns were the Company; and (ii) this Agreement shall inure to the benefit of
and be binding upon the heirs, assigns or designees of the Executive to the
extent of any payments due to the Executive hereunder. As used in this
Agreement, the term "Company" shall be deemed to refer to any such successor or
assign or the Company referred to in the preceding sentence.
14. WITHHOLDING OF TAXES.
All payments required to be made by the Company to the Executive under this
Agreement shall be subject to the withholding of such amounts, if any, relating
to tax, and other payroll deductions as the Company may reasonably determine it
should withhold pursuant to any
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applicable law or regulation.
15. SEVERABILITY.
To the extent any provision of this Agreement or portion thereof shall be
invalid or unenforceable, it shall be considered deleted therefrom and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.
16. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument.
17. GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in accordance with
the laws of The Commonwealth of Massachusetts, without giving effect to the
conflict of law principles thereof.
18. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement by the Company and the Executive
with respect to the subject matter hereof and supersedes any and all prior
agreements or understandings between the Executive and the Company with respect
to the subject matter hereof, whether written or oral. This Agreement may be
amended or modified only by a written instrument executed by the Executive and
the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
____________, 1997.
CONDOR TECHNOLOGY SOLUTIONS, INC.
By:
-----------------------------------
Name:
Title:
THE EXECUTIVE
--------------------------------------
C. Xxxxxxxx Xxxxxx
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