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EXHIBIT 10.29
Compensation Agreement for Xx. Xxxx Xxxxxx Xxxxxx
May 11, 1999
Considerations for X.X. Xxxxxx regarding his assumption of duties as Chief
Operating Officer of ANADAC on June 1, 1998 are attached (Attachment A), have
been executed and are still in effect except for the changes described below in
items (1) through (3) which are to become effective immediately.
1) Xx. Xxxxxx'x title shall become President and Chief Executive Officer of
ANADAC, Inc.; he will remain on the ANADAC Board of Directors, as well.
2) Xx. Xxxxxx'x annual base salary shall become $200,000.00 effective
immediately through the end of FY2000. Xx. Xxxxxx'x incentive compensation
is to be calculated as:
Net profit x 0.04
to be paid quarterly provided ANADAC achieves at least 90% of its revenue
and profit plan. The plan will be determined by the ANADAC Strategic Plan
for FY2000 in agreement between X.X. Xxxxxx and X.X. Xxxxxx.
3) Xx. Xxxxxxx has retired and the Consulting Agreement referenced in the
Attachment is now in place.
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx
Chairman of the Board President and Chief Executive
Chief Executive Officer Officer
Identix, Incorporated ANADAC
Date: 5/10/99 Date: 5/1/99
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Attachment A
Consideration for X.X. Xxxxxx assuming the position of Chief Operating Officer
(COO) of ANADAC, Inc. on 6/1/98.
(1) COO Salary: $120,000 annually
(2) Elected to the ANADAC Board of Directors during the July 1998 Board Meeting
(3) Severance Termination Agreement (to include: dismissal without cause*):
change in title; degradation of responsibilities):
o 5 months salary due immediately; and
o ANADAC assumes liability for total sums for all premiums on employees
Whole/Split Life Insurance Policy. This can either be done as a lump
sum for all years or paid on an annual basis. The total lump sum
payment by ANADAC shall not exceed $48,000
(4) Life Insurance Policies:
o $500,000 whole/split life (cost not to exceed $6,000 per year)
o $250,000 term life (cost not to exceed $300 per year)
(5) Additional Long Term Disability Insurance Policy (not to exceed $3,000 per
year)
(6) Annual physical (cost not to exceed $500 per year)
(7) Incentive Compensation:
o Revenue x .001
o Net profit x .04
Incentive compensation will be paid quarterly provided that ANADAC's
Financial Plan is met or exceeded on a year-to-date basis.
(8) Stock Options:(1)
o 25,000 shares upon assumption of COO duties
(9) Transition Planning
o Xx. Xxxxxxxx Xxxxxxx will remain CEO and President at a minimum
through 12/31/98
o Should Xx. Xxxxxxxx Walther retire, as of 12/31/98, ANADAC shall
have the authority to retain Xx. Xxxxxxx as a consultant for a
minimum of one year. The terms of Xx. Xxxxxxx'x consulting agreement
shall be negotiated between Xx. Xxxxxxx, ANADAC's COO and Identix's
CEO as a part of the final ANADAC
_______________
(1) * "Cause" shall mean (1) commission of a felony or misdemeanor involving
dishonesty, fraud or other matters of moral turpitude, (ii) dishonesty towards,
fraud upon or attempted deliberate injury to the company or other intentional
conduct which is injurious to ANADAC.
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Transition Plan (discussed in paragraph 12). This consulting agreement
may be extended at the discretion of ANADAC's COO for up to 12 months.
- Xx. Xxxxxxx shall retain the title of CEO and President as long as he
remains an ANADAC employee.
(10) Performance Bonus $75,000 (one time)
(payable on 7/8/98 for services all ready rendered)
(11) Xx. Xxxxxxx Xxxxxx agrees to present to the Identix Board of Directors no
later than 10/30/98, and fully support, the ANADAC/Identix Stock Incentive
Program recommended by the ANADAC Board of Directors in the July 1998 Board
meeting. It is understood that to accomplish this, Identix Stock Holders
must approve additional shares of stock for the incentive program. Upon
approval of the Identix Board of Directors, this will also be done in the
same time frame stated above.
(12) Xx. Xxxxxx agrees to finalize the ANADAC Transition Plan with Xx. Xxxxxx
for the assumption of additional responsibilities from Xx. Xxxxxxx upon his
retirement. The plan shall specifically address the titles and
compensations for Xx. Xxxxxx'x position(s) as ANADAC's CEO and/or President
role(s), as well as the other provisions of employment covered by this
document. The plan shall be competed no later than 10/30/98. In the event
that the ANADAC Transition Plan does not provide for the transition of Xx.
Xxxxxxx'x general management responsibilities to Xx. Xxxxxx (upon Xx.
Xxxxxxx'x retirement), then either party may exercise the Severance
Termination Agreement (paragraph (3)).
/s/ XXXXXXX X. XXXXXX /s/ X.X. XXXXXX
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Xxxxxxx X. Xxxxxx date X.X. Xxxxxx date
