XēDAR March 22, 2007 Mr. J. O. McFalls ATLANTIC SYSTEMS CORPORATION
Exhibit
10.12
XēDAR
March
22, 2007
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ATLANTIC
SYSTEMS CORPORATION
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Suite
1
102
Arlington,
VA 22202
Dear
J.O.:
This
will
confirm the terms of your employment by Atlantic Systems Corporation
("Atlantic") effective on the Effective Date (as defined below): The Terms
of
this Agreement will be in effect for three years from the Effective
Date.
Position: President
of the NSA Business Unit of Atlantic, a wholly owned subsidiary of XēDAR
Corporation ("XēDAR"),
with responsibilities as described in the attached position
description.
Base
Salary: The
beginning Base Salary for this position will be at the 75th percentile
for
comparable companies and will be $210,000.
Incentive: You
will receive incentive in line with the 75th percentile
for
comparable companies. Your 2007 Incentive Compensation will be guaranteed
at
$52,500, prorated for your time of service in CYE 2007. For 2007, your
Incentive Compensation will be based on 9 of employment, and will be
$39,375.
Expenses:
Reasonable business expenses, reimbursed monthly based on approved expense
reports.
Restricted
Stock: You will be eligible for a restricted stock
grant (RSU) in line with the 75th Stock
percentile
for companies for the CYE 2008 in the amount of 25% of your base
compensation. The targeted RSU grant for 2007 will be
$31,631.00. You must pay any applicable taxes when due on any RSU and
XEDAR will comply with applicable withholding requirements.
Termination:
You will only be terminated (i) if both ▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
agree that you are no longer performing in a satisfactory manner. (ii) As
long
as your primary residence continues in the Washington DC Metropolitan area,
if
you are terminated except for cause (which is defined as your death or
disability, a conviction of a crime of moral turpitude, a felony, or a
conviction resulting from actions by you which harm Atlantic or its parent
(but
shall not include a conviction relating to a minor traffic or other ▇▇▇▇▇
offense)), you will receive$690,000 of compensation during the first year
of
employment, $460,000 for all subsequent years thereafter. If you are terminated
for cause, you will receive compensation through your termination date only
and
no additional compensation.
Benefits: In
accordance with XēDAR’s
Company
policy.
Effective
Date: Upon the closing of a transaction whereby Xedar acquires all of
the outstanding securities of Atlantic.
This
letter does not constitute an employment contract either expressed or implied.
Any employment by Atlantic is on an "at will" basis and may be terminated
by the
Board of Xedar at any time, with or without cause.
With
you,
I look forward to making XēDAR
a world-class operation with a significant market
capitalization.
Sincerely,
/s/
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Chairman
and CEO
XēDAR
Corporation
Accepted:
/s/
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