Exhibit 10.2
FORM OF
EMPLOYMENT AGREEMENT
This Agreement is entered into as of this 16th day of January 2001, by and
between HADRON, INC., (the "Company") and Xxx X. Xxxxx ("Employee").
RECITALS
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WHEREAS, Xxxxx was employed as President and Chief Executive Officer of the
Company pursuant to that certain Employment Agreement dated as of April 1, 2000
(the "Employment Contract"); and
WHEREAS, Xxxxx has resigned from his positions of President and Chief
Executive Officer but will serve as Chairman of the Board of Directors.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. Change of Status. Xxxxx hereby agrees as of the Effective Date that
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his employment with the Company shall be as Chairman of the Board of Directors
of the Company. This Agreement supersedes the April 1, 2000 Employment
Agreement.
2. Services. Employee shall perform such duties and exercise such
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supervision and powers over and with regard to the business of the Company as
are consistent with his position. Employee shall report to the Board of
Directors (the "Board") of the Company. During the term of this Agreement,
Employee shall devote such time to the business of the Company as Employee and
the Board deem appropriate, and the Company hereby expressly acknowledges that
Employee is employed by other companies and agrees that Employee may continue
that employment, so long as no conflict exists between the Company and such
other entities. If Employee determines that a conflict has or may arise between
his other employment and his duties and responsibilities to the Company,
Employee shall notify the Board and shall assist the Board to establish and
implement appropriate procedures to resolve the conflict. Employee shall inform
the Board of the extent and nature of his activities on behalf of the Company on
a periodic basis.
3. Limitations on Duties. The Company acknowledges that Employee may be
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subject to certain restrictions arising out of a NonCompetition Agreement
entered into between Xxxxx and Xxxxxxxx Grumman Corporation, arising out of
Xxxxx'x prior position with Data Procurement Corporation, Inc. ("DPC"). The
Company further acknowledges that in order to avoid having Employee possibly
violate the NonCompetition Agreement, all business dealings and matters of any
form by and between the Company and the United States National Security Agency
shall be done
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under the supervision of Xxxxxxxx X. Xxxxxxxx, Xx. or his designee, who shall
report directly to the Company's Board of Directors with respect to all such
matters involving the United States National Security Agency. Xxxxx shall have
no business dealings or matters whatsoever with the United States National
Security Agency in his capacity as a representative, shareholders, director or
officer of the Company.
4. Term. The Company hereby agrees to continue Employee in its employ,
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and Employee hereby agrees to remain in the employ of the Company, in accordance
with the terms and provisions of this Agreement, for the period commencing on
the date of this Agreement (the "Effective Date") and ending on the second
anniversary of such date, so long as Employee is elected to serve on the
Company's Board of Directors pursuant to its Certificate of Incorporation and
Bylaws, (the "Employment Period"). Subject to the provisions of Section 8
hereof, the Employment Period shall be a constant rolling period of two (2)
years, commencing on the Effective Date, with the result that, for each day
after the Effective Date, Employee's term of employment shall be extended for an
additional day so that at all times the remaining period of Employee's term of
employment shall be two (2) years; provided that the Employment Period shall end
at the first day of the month following Employee's sixty-fifth (65th) birthday.
5. Base Salary and Time Allotment. During the term of the Agreement,
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Employee shall be available to the Employer thirty (30) hours per week. For
this, the Employee's base salary shall be $140,000 annually. Employee's base
salary for the future years shall be determined by the Compensation Committee of
the Board in its sole discretion. The base salary shall be payable on a
bi-weekly basis or such other basis as the Company uses to pay its executive
officers.
6. Stock Options. The Company shall grant to Employee options in its
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Incentive Stock Option Plan ("Options") in such amount as determined by the
Board, but such amount shall not be less than 15,000 Options. Such amount shall
be commensurate with the duties and responsibilities of Employee.
7. Annual Bonus. In addition to Employee's Base Salary, Employee shall be
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eligible to earn an annual bonus, in accordance with the Company's Bonus Plan,
if one is in effect, or by action of the Board at the recommendation of the
Compensation Committee.
8. Fringe Benefits. Employee shall receive fringe benefits consistent
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with the Company's policies for executive officers and as approved by the Board.
9. Other Benefits. Employee shall be fully reimbursed by the Company for
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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. Unless waived by
Employee, the Company shall provide to Employee the insurance and medical
coverage provided to the Company's executive officers, on the same terms and
conditions. Unless otherwise agreed to by the Board and Employee, Employee shall
be entitled to six weeks of paid vacation during each year of employment.
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10. Termination and/or Renewal. The Company shall have the right to
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terminate this Employment Agreement for Cause on the grounds that: (i) Employee
acted dishonestly in any activity related to this job; (ii) Employee has been
convicted of a felony or crime of moral turpitude; or (iii) for Employee's gross
neglect of his 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. If, during the Employment Period, the Company
shall terminate Employee's employment other than for Cause, the Company shall
pay to Employee in a lump sum in cash within 30 days after the date of
termination the sum of (1) Employee's base salary and bonus through the date of
termination to the extent not therefore paid; (2) any compensation previously
deferred by Employee (together with any accrued interest or earnings thereon) to
the extent not therefore paid; (3) any accrued vacation pay, to the extent not
therefore paid; and (4) the base salary that would have been payable to Employee
from the Date of Termination to the end of the Employment Period.
11. Indemnification. The Company shall indemnify and hold Employee
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harmless from and against any and all causes of action, claims, costs,
liabilities, expenses, attorney's fees or damages arising from Employee's
performance of his duties as described herein, except however where such claims,
etc. are a result of Employee's gross negligence or willful misconduct.
12. Full Authority. Each party represents to the other that: (i) it has
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full power and authority to execute, deliver and perform this Agreement and to
take all necessary corporate action on its part for the execution, delivery and
performance of this Agreement by it has been duly taken; (ii) this Agreement has
been duly authorized and executed by it; (iii) it is a legal, valid and binding
Agreement, enforceable against such party in accordance with its terms.
13. Entire Agreement/Assignment/Governing Law. This Agreement shall be
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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.
14. Waivers. A waiver by any party of a breach of any provision of this
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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.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
HADRON, INC. ACCEPTED & AGREED TO:
By:
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Board of Directors Xxx X. Xxxxx
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