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EXHIBIT 10-34
GENERAL DYNAMICS
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000-0000
Xxxxxxxx X. Xxxxxxxx August 18, 1997 703-876-3251
Chairman of the Board Fax: 000-000-0000
and Chief Executive Officer
Xx. Xxxx X. Xxxxxxxx
Technovation, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Dear Xxxx:
This letter will confirm the consulting agreement between us as follows:
1. SERVICES TO BE RENDERED
We retain you to render, and you agree to render to us upon request, your
services as an independent contractor for General Dynamics Corporation and its
subsidiaries. Such services shall be requested from time to time by the Chief
Executive Officer, or his designee. The services shall include:
a. Acquisitions and divestitures -- Assist as requested with
assessment of opportunities for acquisitions and divestitures,
and advise on the competitive impact of proposed transactions
under the Department of Defense's (DOD's) merger policies;
b. Restructuring and reengineering -- Assist as requested with
the Company's restructuring and reengineering initiatives;
c. International cooperation -- Assist as requested with
international programs, and teaming, partnership and joint
venture arrangements;
d. Technology strategy -- Review internal research and
development plans in the context of an integrated investment
strategy. Consider internal and external sources of
technology;
e. Congress -- Provide assistance as requested in communicating
with the Congress on key issues of interest to the Company;
and
f. Other services -- Consult on other matters on which we
mutually agree.
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August 18, 1997
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2. TERM OF AGREEMENT
Agreement shall be for one year beginning September 1, 1997 and ending August
31, 1998, and may be extended from year to year upon the agreement of the
parties. Your obligations pursuant to paragraph 6 shall survive any
termination of this agreement.
3. FEES
We shall pay you a fee of Two Hundred Thousand Dollars ($200,000) for the
one-year term of this agreement (the "Annual Fee"), for which you will render
up to forty (40) days of service. The Annual Fee shall be paid in four
quarterly installments of Fifty Thousand Dollars ($50,000) each, with the first
installment due upon execution of the agreement and subsequent installments due
upon commencement of the consulting quarter.
In the event that you provide more than forty (40) days of service during the
term of this agreement, we will pay you Five Thousand Dollars ($5,000) per day
(the "Daily Fee") for each additional day of service rendered. In addition, we
shall accelerate payment of any unpaid amount of your Annual Fee.
We shall also reimburse you for all reasonable travel expenses actually and
necessarily incurred by you on our behalf in the rendering of services
hereunder. Expense receipts and other documentation in support of expenses
will be retained by you and be available for our review at our office upon
request. Air travel will be in business class, or first class if no business
class is available.
You shall submit to us at the end of each quarter an invoice showing the
quarterly installment, the daily fee, if any, the number of days of service,
and a breakdown of travel and other expenses.
4. ACTIVITY REPORTS
You shall submit periodic activity reports in the manner, at the times, and to
the extent required by the Chief Executive Officer. You shall from time to
time at our request and, in any event, upon termination of this agreement,
deliver to us all working papers, plant or engineering data, and other
documents and materials that have been prepared or developed by you or made
available to you in connection with your performance of services under this
agreement.
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August 18, 1997
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5. SERVICES FOR OTHERS
During the term of this agreement or any extension thereof, you may render
services to others as an employee or a consultant, provided that without the
express written permission of General Dynamics, you may not serve any major
competitors, or engage in any business on your own behalf which sponsors,
produces or sells goods or services which compete or conflict with ours. You
agree to provide General Dynamics with a list of your current clients and to
notify General Dynamics whenever you add new clients.
6. CONFIDENTIAL NATURE OF WORK
You will not, during or after the term of this agreement, divulge to anyone, or
except in the performance of this agreement, make use of information or
knowledge which you shall have obtained during the term of this agreement and
which shall not be generally known or recognized.
7. INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS
The provisions governing inventions and intellectual property rights shall be
as follows:
(a) All inventions, discoveries, improvements, devices, designs,
apparatus, practices, processes, methods, or products
(hereinafter individually or collectively called
"inventions"), whether patentable or not, trade secrets,
technical and other data, and all copyrightable material made,
developed, perfected, devices, conceived or first reduced to
practice by you, either solely or jointly with others, or your
employees (if any) during the term of this agreement and in
the course of your work for us shall be our sole and exclusive
property, except as may otherwise be required as provided in
subparagraph (b) below.
(b) You understand that we have entered into, or from time to time
in the future may enter into, agreements with agencies of the
United States Government (including, but not limited to the
Department of Defense) and that we may be subject to laws and
regulations which impose obligations, restrictions and
limitations on us with respect to inventions and patents which
may be acquired by us or which may be conceived or developed
by consultants, employees and others rendering services to us.
You agree to be bound by all such obligations, restrictions
and limitations on us with respect to
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inventions and patents which may be acquired by us or which
may be conceived or developed by consultants, employees and
others rendering services to us. You agree to be bound by
all such obligations, restrictions and limitations applicable
to inventions conceived or developed by you in the course of,
or in any way connected with your work under this agreement,
and to take any and all further action which may be required
to discharge such obligations and to comply with such
restrictions and limitations.
8. NATURE OF RELATIONSHIP
It is understood that in performing any services pursuant to this agreement,
you are acting as an independent contractor and not as an employee, agent or
representative of ours. You shall not act as our agent or enter into any
agreements or incur any obligations on our behalf, or commit us in any other
manner, without our prior written consent. You will be responsible for
reporting and paying any federal and state taxes owing on the consulting income
received.
You have been provided with a copy of the General Dynamics Standards of
Business Ethics and Conduct. You have also been provided with copies of the
General Dynamics policies and procedures relating to accounting and expense
reporting and travel. You agree to conduct your performance under this
consultant agreement in accordance with these Standards and policies.
You understand that there are restrictions established by federal law on
certain Retired Military Officers and former U.S. Government employees. While
there are many restrictions, they can be briefly summarized into two
categories. First, on particular matters in which the Company was a party, you
may not make any communications with, or appearances before, the government on
behalf of the Company at any time. Second, you may not lobby the DOD for five
years after leaving DOD. "Lobby" in this context means to communicate with, or
appear before, the DOD with intent to influence official action. You further
understand that General Dynamics requires that you comply with these
restrictions, and expects you to decline any assignment which may cause you to
violate the restrictions or policy.
9. SECURITY
You shall abide by all applicable security laws and regulations of the United
States of America and our organization and shall take or refrain from taking
any action which may be required for compliance therewith.
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It is understood that a security clearance up to the level of Top Secret shall
be required to perform services requested under this agreement. You will be
contacted by our Security Department concerning the execution of a "Consultant
Security Certification" and further guided in submitting appropriate government
clearance forms to the Defense Investigative Service Clearance Office.
10. ENTIRE AGREEMENT
This instrument contains the entire agreement between the parties with respect
to the consulting services to be rendered by you to us, and supersedes all
prior agreements, arrangements, and/or understandings between the parties
regarding the subject matter hereof.
If the foregoing clearly sets forth our understanding, will you please sign and
return to us the enclosed duplicate copy of this letter, which shall thereupon
constitute an agreement between us.
Very truly yours,
GENERAL DYNAMICS CORPORATION
/s/ XXXXXXXX X. XXXXXXXX
Xxxxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
CONSULTANT APPROVAL:
Confirmed and accepted as of _____________________________, 1997 by:
/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx Social Security Number or
Employer Identification Number
