EMPLOYMENT AGREEMENT
This Agreement is entered into as of this 1st day of July,
1998, by and between HADRON, INC. (the "Company") and X. X.
Xxxxxxx ("Employee").
WHEREAS, the Company and Employee have agreed to terms upon
which Employee will be employed by the Company and wish to set
forth such terms and conditions in writing;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ
Employee as its CHIEF EXECUTIVE OFFICER for the term as
hereinafter set forth. Employee shall perform such
duties and exercise such 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.
2. Term. The Company hereby agrees to continue Employee
in its employ, 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 (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.
3. Base Salary. Employee's initial base salary shall be $
140,000. 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.
4. Stock Options. The Company shall grant to Employee
options in its Incentive Stock Option Plan in such
amount as determined by the Board. Such amount shall
be commensurate with the duties and responsibilities of
Employee.
5. Annual Bonus. In addition to Employee's Base Salary,
Employee shall be 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.
6. Fringe Benefits. Employee shall receive fringe
benefits, including an automobile allowance in the
initial amount of $250 per month, consistent with the
Company's policies for executive officers and as
approved by the Board.
7. Other Benefits. Employee shall be fully reimbursed by
the Company for 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 four weeks of paid vacation during each year of
employment.
8. Termination and/or Renewal. The Company shall have the
right to terminate this Employment Agreement for Cause
on the grounds that Employee acted dishonestly in any
activity related to this job; Employee has been
convicted of a felony or crime of moral turpitude; or
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.
9. Indemnification. The Company shall indemnify and hold
Employee 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.
10. Full Authority. Each party represents to the other
that; it has full power and authority to execute,
deliver and perform this Agreement; all necessary
corporate action on its part for the execution,
delivery and performance of this Agreement by it has
been duly taken; this Agreement has been duly
authorized and executed by it; it is a legal, valid and
binding Agreement, enforceable against such party in
accordance with its terms.
11. Entire Agreement/Assignment/Governing Law. This
Agreement shall be 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.
12. Waivers. A waiver by any party of a breach of any
provision of this 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.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day first written above.
HADRON, INC. ACCEPTED & AGREED TO:
By: /S/ XXXXXX X. XXXXX, XX. /S/ X.X. XXXXXXX
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Xxxxxx X. Xxxxx, Xx. X. X. Xxxxxxx
Chairman, Compensation Committee
Board of Directors
