Exhibit (e)(12)
October 23, 2002
Paravant Inc.
00 Xxxxxxxxxxxx Xxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Employment Agreement dated March 20, 2002
Dear Sirs:
In connection with the above-referenced Employment Agreement (the
"Agreement") between the undersigned and Paravant Inc. (the "Company"), this
letter is intended to acknowledge that the undersigned hereby relinquishes and
waives (i) his right under Section 9 of the Agreement to receive as severance
thereunder $50,000 of one year's full salary if the undersigned's employment by
the Company is terminated "without cause" following a change of control, and
(ii) in addition to the reduction described in (i), his rights under Section 15
of the Agreement to receive $50,000 of additional severance benefits under
Section 9 thereof if the undersigned's employment by the Company is terminated
"without cause" during the first one year following the change of control and to
receive $100,000 of the total severance of 2 years base salary if he voluntarily
resigns and accepts a two year covenant not to compete following a change of
control.
Capitalized terms used in this letter and not otherwise defined shall have
the meanings ascribed to such terms in the Agreement. Except as modified hereby,
the terms and provisions of the Agreement shall continue in full force and
effect.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
ACKNOWLEDGED AND AGREED TO:
PARAVANT INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Chief Financial Officer
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