Exhibit 10.28
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
000 00XX XXXXXX, #0000
XXXXXX, XX 00000
November 26, 1997
Mr. Xxxxxx Xxxxx
President
Scientific Software-Intercomp, Inc.
000 00xx Xxxxxx, #0000
Xxxxxx, XX 00000
Dear Xxxxxx:
This letter will set forth our agreement with respect to your
continued employment by Scientific Software-Intercomp, Inc.
1. You shall remain employed as the President and Chief Executive
Officer of SSI and shall remain as a member of its Board of Directors. SSI has
accepted your resignation as Chairman of the Board and you have been replaced in
that position by Xxxxxx Xxxxx.
2. Your salary shall be paid at the rate of $200,000 per annum, as
previously agreed. SSI acknowledges that for a substantial prior period you
have not received salary at that rate. SSI remains obligated to restore such
underpayment and such obligation shall be discharged as soon as financially
practicable.
3. Subject to the provisions of paragraph 4 below, in the event
that your employment with SSI continues until at least June 1, 1998, upon the
termination of your employment on that date or thereafter, other than a
termination for cause, SSI shall make a severance payment to you at that time of
$50,000. Such severance payment shall also be made to you if SSI elects to
terminate your employment prior to June 1, 1998 without cause.
4. You shall remain entitled to the severance benefits set forth
in paragraph 5 of the February 1996 SSI Consent of Directors applicable upon a
change of control or an acquisition of SSI, and in the event of your receipt of
such benefits, you shall not also be entitled to the severance payment set forth
in paragraph 3 above.
If the foregoing correctly sets forth our agreement, please sign and
return the attached copy of this letter. Execution may be in counterparts by
facsimile.
Very truly yours,
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
By_________________________________________
Chairman of the Board
Agreed this ___ day of November, 1997.
____________________________________
Xxxxxx Xxxxx
CONSENT OF DIRECTORS
OF
SCIENTIFIC SOFTWARE-INTERCOMP, INC.
Pursuant to Section 0-000-000, Colorado Revised Statutes, the undersigned,
being all of the Directors of Scientific Software-Intercomp, Inc., a Colorado
corporation, acting without notice or a meeting, hereby waive notice and the
holding of such meeting and consent to, adopt and vote in favor of the following
Resolutions:
I.
RESOLVED that Xxxxxx X. Xxxxx be the Chairman of the Board of Directors of
the Corporation; and
FURTHER RESOLVED that Mr. Price be compensated for time spent by him as
Chairman of the Board of Directors, over and above time regularly spent by
Directors, at the rate of $750 per day.
II.
RESOLVED that the Corporation enter into the letter agreement with Xxxxxx
Xxxxx with respect to his capacity as President and Chief Executive Officer of
the Corporation in the form attached to this Consent of Directors.
This Consent of Directors may be executed in counterparts by facsimile.
Dated this 30th day of December, 1997.
/s/ Xxxxxx X. Xxxxx, Xx.______________
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Xxxxxx X. Xxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxx_______________
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxx_____________________
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Xxxxxx Xxxxx
