Exhibit 10.24
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
Exigent International, Inc. (the "Company" or "We/Our/Us") and Xxxxxxx X.
Xxxxxxxx ("You").
IN CONSIDERATION of...
(i) your employment or continued employment by the Company,
(ii) the compensation and benefits to be provided to you by the
Company,
(iii) the confidential business information, trade secrets,
specialized knowledge, training, experience and customer relationships that you
have or will acquire as a result of your employment with the Company,
(iv) and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,...the Company and You agree as
follows:
1. Employment. We agree to employ You, and You accept such employment,
in accordance with the terms and conditions of this Agreement.
2. Duties and Responsibilities. You shall assist Us in finance,
administration, human resources and/or information technology with such titles
and responsibilities as We may from time to time assign to You. You agree to
devote your full time, attention, energy and skills to the business and good
will of the Company and its affiliates and to perform all services and duties as
may be assigned by the Company in a competent, conscientious and timely manner.
You agree to comply with all Company policies, procedures and directives. You
will not engage in any outside employment or business activities (except passive
investments) without Our express written permission.
3. Compensation and Benefits. You shall receive base compensation of
$140,000 per year, payable at the Company's normal payroll intervals and subject
to withholdings for taxes and other normal payroll deductions. Your base
compensation may be adjusted from time to time as approved by Us. In addition to
base compensation, You shall be entitled to participate in such standard
benefits as may be provided from time to time generally to other full time
employees of the Company, including vacation, medical sick/personal leave,
401(k), Money Purchase Pension Plan and ESOP. Your participation in such
benefits shall be governed by the normal requirements, terms and conditions of
any applicable plans or policies, as may from time to time be amended, changed
or terminated by the Company in its sole discretion.
4. Term and Termination.
4.1 Term. This Agreement shall extend from December 17, 1998
through December 17, 2000 (hereinafter the "Term"). Any extension or renewal of
this Agreement must be in writing signed by You and the Company.
4.2 Termination. During the Term, this Agreement and Your
employment hereunder may be terminated by either You or the Company at any time,
with or without cause or notice.
5. Special Pay. Pursuant to the Incentive Stock Option Agreement
attached hereto as Exhibit "A", the Company will provide you with 20,000
incentive stock options which shall vest 50% on the one year anniversary of this
Agreement provided you are still employed. The exercise price of the options
shall be fair market value as determined by the Compensation Committee for the
Company on the day granted.
6. Restrictions on Competition.
6.1 Noncompetition. During your employment with the Company and for
a period of one year thereafter, commencing on the date of termination, whether
such termination is voluntary or involuntary, with or without good cause shown,
You agree that You will not, on Your own behalf or on behalf of any other
person, business or entity:
(a) directly or indirectly engage in any business that competes
with the Company's products and services anywhere in the
world,
(b) sell or attempt to sell products or services of the same
general character provided by the Company to or seek or obtain
employment with any existing or prospective customer of the
Company, regardless of location.
(c) hire, solicit, induce or attempt to hire, solicit or induce
away any employee/subcontractor or former
employee/subcontractor of the Company. The previous
restrictions are not intended to prevent you from working in
your fields of expertise. The restrictions in 6.1(a)/(b) are
only intended to apply to any company that is a competitor or
customer of the Company and only insofar as is necessary to
protect Our legitimate business interests.
6.2 Confidentiality. Except in connection with the performance of
Your duties and responsibilities under this Agreement, You will not at anytime
during or after Your employment with the Company use, disclose or furnish to any
other person, business or entity any confidential information belonging to the
Company. Such information includes, but is not limited to the Company's customer
lists, customer contact persons, price lists, trade secrets, intellectual
property, inventions, innovations, discoveries, designs, know-how, methods,
software, and any other confidential information, knowledge or intelligence
relating to the Company's markets, customers, products, pricing, procedures,
strategies, formulas, plans, assets, liabilities, costs, revenues, profits,
organization, employees and business in general.
6.3 Inventions. You shall promptly disclose to the Company all
products, designs, styles, processes, discoveries, materials, ideas, creations,
inventions and technical or business innovations, whether or not such items are
patentable or copyrightable, that You have made or conceived or may hereafter
make or conceive, either solely or jointly with others during the period of Your
employment with the Company that (a) relate to that business, work or
investigations of the Company to which Your employment relates or as to which
You may receive information due to Your employment, or (b) that result from or
are suggested by any work that You may do for the Company, or (c) that are
otherwise made through the use of the Company's time, facilities or materials.
You hereby forever assign, and hereby agree to do all such acts and execute,
acknowledge and deliver all such documents and provide other assistance, both
during and subsequent to Your employment, as may be necessary to vest in the
Company the entire right, title and interest in and to all said inventions and
innovations, including all conceivable intellectual property rights and software
and related documentation, derivative works, copyrights, trade marks, service
marks, trade dress, patents, patent applications, know-how, discoveries,
proprietary and confidential information. Any written work, such as computer
software or "firm xxxx" and related documentation shall be considered a work
made for hire and all right, title and interest shall vest solely in the
Company.
6.4 Injunctive Relief. You recognize that the foregoing provisions
concerning noncompetition, confidentiality and inventions are reasonable and
necessary for the protection of legitimate interests of the Company and that the
Company will be irreparably harmed if these provisions are not specifically
enforced. Accordingly, in addition to other remedies available at law and loss
or termination of Special Pay, the foregoing provisions may be enforced by the
Company by means of a temporary or permanent injunction, without prejudice to
such damage rights as may exist.
6.5 Survive Term. The provisions of this Section shall survive any
termination or expiration of this Agreement.
7. Dispute Resolution. If a legally cognizable dispute arises out of
or relates to this Agreement or the breach, termination or validity thereof, or
the compensation, promotion, demotion, discipline, discharge or terms and
conditions of employment of the Employee, and if said dispute cannot be resolved
through direct discussions, the parties agree to try in good faith to settle the
dispute by mediation administered by the American Arbitration Association under
its National Rules for the Resolution of Employment Disputes.
8. Governing Law. This Agreement shall be governed by the law of the
State of Florida.
9. Severability. If any provision or part of any provision of this
Agreement shall not be valid for any reason, such provision shall be entirely
severable from, and shall have no effect upon, the remainder of this Agreement.
10. Company's Assignees and Successors. The Company has the right to
assign this Agreement to its successors and assigns and any such successors and
assigns shall be entitled to all of the Company's rights hereunder.
11. Entire Agreement. This Agreement constitutes the sole and entire
agreement between You and the Company. Except for the offer letter dated Decembe
3, 1998, all prior contracts, agreements, or promises of any kind relating to
the employment relationship of the parties are hereby canceled and discharged
and have no further effect whatsoever. Except as specifically provided herein,
this Agreement can be modified only by a written agreement duly executed by both
of us.
12. No Restrictions. You certify that You have not entered into a
non-compete agreement or any other agreement with any party which would in any
way prohibit or restrict your performance under this Agreement.
13. Plain Meaning. This Agreement shall be interpreted in accordance
with the plain meaning of its terms and not for or against the drafter.
IN WITNESS WHEREOF, the parties have voluntarily and with knowledge of
their rights executed this Agreement retroactively effective as of the 17th day
of December, 1998.
WITNESS: EMPLOYEE:
/s/ Xxxxx X. Xxxx Signature: /s/ Xxxxxxx X. Xxxxxxxx
------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx
Employee #703
Date: 3/10/99
EXIGENT INTERNATIONAL, INC.
Signature: /s/ B.R. Xxxxxxx
---------------------------
B.R. "Xxxxxx" Xxxxxxx
President
EXHIBIT "A" TO EMPLOYMENT AGREEMENT
EXIGENT INTERNATIONAL, INC.
OMNIBUS STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement
This Agreement is by and between Exigent International, Inc. (the
"Company") and Xxxxxxx X. Xxxxxxxx, (the "Optionee").
W I T N E S S E T H:
1. Grant of Option. Pursuant to the provisions of the Exigent
International, Inc. Omnibus Stock Option and Incentive Plan (the "Plan"),
effective December 17th, 1998 (the "Grant Date"), the Company awarded to the
Optionee, subject to the terms and conditions of the Plan and the terms and
conditions contained herein, and subject further to approval of the Plan by the
stockholders of the Company at the 1999 Annual Meeting of Stockholders (the
"1999 Annual Meeting"), the right and option to purchase from the Company all or
any part of an aggregate of 20,000 shares of the common stock ($.01 par value)
of the Company ("Stock"), at a purchase price equal to $3.00 per share, such
option to be exercised as hereinafter provided. It is intended that the option
evidenced hereby constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Notwithstanding the foregoing, or any other provision contained herein, in the
event the Plan is not approved by the Company's stockholders at the FY 1998(b)
Annual Meeting, this option shall be null and void.
2. Terms and Conditions. In addition to the terms and conditions
contained in the Plan, it is understood and agreed that the option evidenced
hereby is subject to the following additional terms and conditions:
(a) Expiration Date. The option shall expire on the tenth
anniversary of the Grant Date.
(b) Period of Exercise. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option shall become
exercisable in cumulative installments in accordance with the following
schedule:
Percentage of Options
On or after Exercisable
1/1/00 (one (1) Year After Date of 50%
Execution of Employment Agreement Provided
Optionee Remains Employed)
1/1/01 50%
Notwithstanding the foregoing, this option may not be exercised prior
to the approval of the Plan by the Company's stockholders at the FY 1998(b)
Annual Meeting.
(c) Exercise of Option. This option shall be exercised by
submitting a written notice to the Administrator appointed pursuant to Section 3
of the Plan (the "Administrator") signed by the Optionee and specifying the
number of shares of Stock as to which the option is being exercised. Such notice
shall be accompanied by the payment of the full option price for the shares
being purchased. Payment shall be made in (i) in United States dollars in cash
or by check in a form satisfactory to the Company, (ii) subject to the approval
of the Board, already-owned shares of Stock (to the extent permitted by law),
which shall be valued for this purpose at the fair market value (as determined
in accordance with the Plan) on the date immediately preceding the day notice of
exercise is received by the Company, (iii) in accordance with a so-called
cashless exercise plan established with a securities brokerage firm, or (iv) any
combination of the above. A certificate or certificates for the shares of Stock
purchased shall be issued by the Company after the exercise of the option and
payment therefor, including provision for any federal and state withholding
taxes, and other applicable employment taxes.
In lieu of delivering all or a portion of the shares of Stock as to
which an option has been exercised, the Administrator may elect to pay the
Optionee an amount in cash or Stock, or a combination of cash or Stock, equal to
the excess of the fair market value over the exercise price on the date of
exercise, as determined in accordance with the Plan, of the shares of Stock the
Optionee would have received upon exercise over the aggregate exercise price.
(d) Termination of Option upon Termination of Employment, Death or
Disability.
(i) Unless the Administrator in its discretion determines
otherwise, upon the termination of Optionee's employment with the Company (and
all Participating Companies as defined in the Plan) for any reason other Breach
of Conduct (as defined below), death or Disability (as defined in the Plan), any
portion of this option that is not exercisable by reason of Paragraph 2(b)
hereof shall immediately terminate. Any portion of this option that is
exercisable on the employment termination date shall continue to be exercisable
for three months following such termination date, unless sooner terminated by
reason of Paragraph 2(a) hereof. "Breach of Conduct" shall mean activities which
constitute a serious breach of conduct as determined by the Committee in its
sole discretion, including, but not limited to: (i) the disclosure or misuse of
confidential information or trade secrets; (ii) activities in violation of the
policies of any Participating Company, including without limitation, the
Company's xxxxxxx xxxxxxx policy; (iii) the violation or breach of any material
provision in any applicable employment contract or agreement; (iv) engaging in
conduct relating to the Grantee's employment for which either criminal or civil
penalties may be sought; (v) engaging in activities which adversely affect or
which are contrary or harmful to the interests of a Participating Company, or
(vi) engaging in competition with a Participating Company during employment or
within one (1) year following termination of employment with a Participating
Company. The determination of Breach of Conduct shall be determined by the
Committee in good faith and in its sole discretion.
(ii) If termination of employment is by reason of death or
Disability, any portion of this option which is not exercisable on the date of
death or Disability by reason of Paragraph 2(b) hereof shall immediately
terminate, and any remaining portion of this option shall terminate if not
exercised within one year following the date of death or commencement of
Disability, unless sooner terminated by reason of Paragraph 2(a) hereof.
(iii) In the event of a Breach in Conduct by Optionee at any
time while employed by the Company or a Participating Company or within two
years of termination of employment, (i) any unexercised portion of this Option,
whether exercisable pursuant to Paragraph 2(b) hereof or not exercisable, shall
become null and void upon action by the Committee. The Committee's action shall
be communicated in writing to the Optionee as soon as practicable. In addition,
the Committee may, in its sole discretion, by written notice demand that any or
all stock certificates for Stock acquired pursuant to the exercise of this
Option, or any profit realized from the sale of such or transfer of such Stock,
be returned to the Company within five (5) days of receipt of such notice. Any
exercise price paid by the Optionee shall be returned to Optionee by the Company
immediately thereafter, without interest. The Company shall be entitled to
reimbursement of reasonable attorney fees and expenses incurred in seeking to
enforce it rights under this Paragraph 2(e)(iii) and Section 17 of the Plan.
(f) Non-transferability. This option and all rights hereunder shall
be exercisable during the Optionee's lifetime only by the Optionee and shall be
non-assignable and non-transferable by the Optionee except, in the event of the
Optionee's death, by will or by the laws of descent and distribution. In the
event the death of the Optionee occurs, the representative or representatives of
the Optionee's estate, or the person or persons who acquire (by bequest or
inheritance) the rights to exercise this option in whole or in part, may
exercise this option prior to the expiration of the applicable exercise period,
as specified in Paragraph 2(e) above.
(g) Mergers, Etc. Unless the Board determines otherwise, this
option shall accelerate and become immediately exercisable for a period of
fifteen days (or such longer or shorter period as the Board may prescribe)
immediately prior to the scheduled consummation of a Terminating Transaction (as
defined below), which exercise shall be (i) conditioned upon the consummation of
the Terminating Transaction and (ii) effective only immediately before the
consummation of such Terminating Transaction.
Upon consummation of any such Terminating Transaction, the Plan and
any unexercised portion of this option shall terminate. Notwithstanding the
foregoing, to the extent provision is made in writing in connection with such
Terminating Transaction for the continuation of the Plan and the assumption of
this option, or for the substitution for this option of new options covering the
stock of a successor company, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares or units and
exercise prices, then the Plan and this option shall continue in the manner and
under the terms contained herein, and the acceleration and termination
provisions set forth in the first two sentences of this subparagraph (g) shall
be of no effect. The Company shall send written notice of a Terminating
Transaction to Optionee not later than the time at which the Company gives
notice thereof to its stockholders.
"Terminating Transaction" means any of the following events: (a) the
dissolution or liquidation of the Company; (b) a reorganization, merger or
consolidation of the Company with one or more other persons in which the Company
is not the surviving corporation or becomes a subsidiary of another corporation
other than a corporation that was a Participating Company immediately prior to
such event; (c) a sale of substantially all the Company's assets to a person or
entity other than a corporation that was a Participating Company immediately
prior to such event; or (d) the acquisition by a person or persons acting as a
group or otherwise in concert (other than a stockholder or employee of a
Participating Company as of the Effective Date or an employee benefit plan of a
Participating Company) of equity securities of the Company that represent a
majority or more of the aggregate voting power of all outstanding equity
securities of the Company. The word "person" as used herein shall mean an
individual, corporation, partnership, association or other person or entity, or
any group of two or more of the foregoing that have agreed to act together.
(h) Modification or cancellation of option. The Administrator shall
have the authority to effect, at any time and from time to time, with the
consent of the Optionee, the modification of the terms of this option agreement
(subject to the limitations contained in the Plan).
(i) No Rights as Stockholder. The Optionee shall have no rights as
a stockholder with respect to any Common Shares subject to this option prior to
the date of issuance to Optionee of a certificate or certificates for such
shares.
(j) No Right to Continued Employment. This option shall not confer
upon the Optionee any right with respect to continuance of employment by the
Company, nor shall it interfere in any way with the right of the Company to
terminate the Optionee's employment at any time.
(k) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares of Stock on any stock exchange on which
the Stock may then be listed, and (ii) the completion of any registration or
qualification of such shares of Stock under any federal or state law, or any
rule or regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, this option may
not be exercised if its exercise, or the receipt of Stock pursuant thereto,
would be contrary to applicable law.
3. Disqualifying Disposition of Shares. This option shall not qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, if the shares of Stock acquired pursuant to
the exercise of the option are transferred, other than by will or by the laws of
descent and distribution, within two years of the Grant Date or within one year
after the transfer of the shares of Stock to the Optionee pursuant to such
exercise.
4. Optionee Bound by Plan. The Optionee hereby agrees to be bound by
all of the terms and provisions of the Plan. In the event of any inconsistency
between this Agreement and the terms of the Plan, the terms of the Plan shall
govern.
5. Withholding Taxes. Optionee acknowledges and agrees that the
Company has the right to deduct from payments of any kind otherwise due to
Optionee any federal, state or local taxes of any kind required by law to be
withheld with respect to the exercise of this option hereunder.
6. Notices. Any notice hereunder to the Company shall be addressed to
it at its principal business office, and any notice hereunder to the Optionee
shall be sent to the address reflected on the payroll records of the Company,
subject to the right of either party to designate at any time hereafter in
writing some other address.
7. Delaware Law to Govern. This Agreement shall be construed and
administered in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Optionee has executed this
Agreement retroactively effective on the 17th day of December, 1998.
EXIGENT INTERNATIONAL, INC.:
By: /s/ B.R. Xxxxxxx
-------------------------
B. R. "Xxxxxx" Xxxxxxx
Chairman & CEO
OPTIONEE:
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx
