SUPPLEMENTAL RETIREMENT PENSION AGREEMENT
THIS SUPPLEMENTAL RETIREMENT PENSION AGREEMENT dated as of April
22, 1997, by and between Dynamics Research Corporation (the "Company")
and Xxxxxx Xxxx ("Executive").
WITNESSETH:
WHEREAS Executive has been employed by the Company for many years,
most recently as President and Chief Executive Officer, and is eligible
to retire from such employment; and
WHEREAS the Company wishes to reward Executive for his many years
of prior service by awarding him a supplemental retirement pension.
NOW, THEREFORE, in consideration of these presents and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Executive agree as follows:
1. Supplemental pension. Commencing on the sixth anniversary of
Executive's retirement from his employment with the Company and
continuing until Executive's death, the Company shall pay a monthly
supplemental retirement benefit of Four Thousand Seven Hundred Sixty
Dollars ($4,760) to Executive while he is living. The supplemental
pension described in this paragraph shall be in addition to, and not in
lieu of, any other benefits to which Executive may be entitled. The
supplemental pension described in this paragraph shall be an unfunded
obligation of the Company, payable out of its general assets, and
nothing herein shall be construed as requiring the Company to establish
a trust or fund or to set aside any assets to meet its obligations
hereunder. Executive's rights to the supplemental pension described
herein shall be no greater than those of an unsecured general creditor
of the Company.
2. Non-competition, etc.
2.1 During the term hereof, Executive shall not, directly
or indirectly, compete with the Company, whether as a contractor,
consultant, agent, partner, principal, investor, employee or otherwise.
Specifically, but without limiting the generality of the foregoing,
Executive agrees that he shall not, directly or indirectly solicit or
encourage any customer of the Company to terminate or diminish its
relationship with the Company or to conduct with himself or with any
other person, organization or other entity any business or activity
which such customer conducts or could conduct with the Company.
Notwithstanding the foregoing, nothing herein shall prevent Consultant
from owning up to 5% of the outstanding equity securities of any company
traded on a national securities exchange or quoted on the NASDAQ
National Market. Executive further agrees that, during the term hereof,
he shall not, directly or indirectly, hire or attempt to hire any
employee of the Company, assist in such hiring by any other person or
entity, or encourage any such employee to terminate his or her
relationship with the Company.
2.2 Executive agrees that he will not use or disclose any
Confidential Information without the prior written consent of the Chief
Executive Officer of the Company. (For purposes of this Agreement,
"Confidential Information" means any and all information of the Company
that is not generally available to the public. Confidential Information
includes but is not limited to (i) the Company's development, research
and marketing activities, (ii) the Company's products and services,
(iii) the Company's costs, sources of supply and strategic plans, (iv)
the identity and special needs of the Company's customers and (v) the
people and organizations with whom the Company has business relation
ships and those relationships. Confidential Information also includes
such information as the Company may receive or has received belonging to
customers or others who do business with it.)
Executive shall notify the Company of any proposed activity which
might violate the provisions of this Section 2.
3. Assignment. This Agreement shall be binding upon the
Company and any successor thereto by merger, consolidation, sale of
assets or otherwise. Executive's rights and obligations under this
Agreement may not be assigned, pledged, hypothecated, or otherwise
transferred or alienated in any way.
4. Waiver. No waiver of any provision hereof shall
be effective unless made in writing and signed by the waiving party.
The failure of either party to require the performance of any term or
obligation of this Agreement, or the waiver by either party of any
breach of this Agreement, shall not prevent any subsequent enforcement
of such term or obligation or be deemed a waiver of any subsequent
breach.
5. Notices. Except as otherwise expressly provided
herein, any notices, requests, demands or other communications provided
for by this Agreement shall be in writing and shall be effective when
delivered in person or mailed, postage prepaid, and addressed to
Executive at his last known address on the books of the Company or, in
the case of the Company, to it at its main office, attention: President
or to such other address as either party may specify to the other by
written notice actually received.
6. Entire Agreement. This Agreement constitutes the
entire agreement between the parties and supersedes all prior
agreements, whether written or oral, with respect to the subject matter
hereof, provided, however, that this Agreement shall not terminate or
supersede any additional obligations of Executive pursuant to any other
agreement with respect to confidentiality or any restrictions on the
activities of Executive or the like.
7. Amendment. This Agreement may be amended or modified
only by a written instrument signed by Executive and by a duly
authorized representative of the Company.
8. Captions and Counterparts. The captions and headings
in this Agreement are for convenience only and in no way define or
describe the scope or content of any provision of this Agreement. This
Agreement may be executed in two or more counterparts, each of which
shall be an original and all of which together shall constitute one and
the same instrument.
9. Governing Law. This is a Massachusetts contract and
shall be construed and enforced under and be governed in all respects by
the laws of The Commonwealth of Massachusetts, without regard to the
conflict of laws principles thereof.
IN WITNESS WHEREOF, the Company and Executive have duly executed
this Agreement as of the date first set forth above.
DYNAMICS RESEARCH CORPORATION
By:_____________________________
________________________________
Xxxxxx Xxxx
