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EXHIBIT 10.23
AMENDMENT NO. 1
TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER 1 (the "AMENDMENT") TO THE EXECUTIVE EMPLOYMENT
AGREEMENT dated as of January 1, 2000 (the "AGREEMENT") is made as of December
28, 2000, between Cysive, Inc., a Delaware corporation (the "COMPANY"), and Xxxx
X. Xxxx ("EXECUTIVE").
WHEREAS, in connection with the Company's annual review of Executive
performance and market conditions governing Executive compensation, the Company
and the Executive hereby agree to amend the Agreement to designate Executive's
compensation for calendar year 2001.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company
hereby agree as follows.
1. SECTION 1(b) of the Agreement is hereby deleted and replaced
with the following:
"(b) SALARY, BONUS AND BENEFITS. For the calendar year 2001, the
Company will pay Executive a base salary of $160,000 per annum (the
"ANNUAL BASE SALARY"). During 2001, Executive shall receive the Base
Bonus when and if the Company achieves certain performance targets, and,
additionally, Executive may also receive an Accelerated Bonus if and
when the Company exceeds those certain performance targets, subject to
the discretion of the Chief Executive Officer (the "BONUS"). The Base
Bonus means an amount equal to the product of 0.15 multiplied by the
Annual Base Salary and Accelerated Bonus means an additional amount as
determined by the Chief Executive Officer. The Executive shall be
eligible to participate in the Company's split-dollar insurance policy
in accordance with SECTION 1(c) BELOW. Executive's Annual Base Salary
and Bonus for any part of 2001 will be prorated based upon the number of
days elapsed in such year. In addition, during the Employment Period,
Executive will be entitled to such other benefits approved by the Chief
Executive Officer and made available to the Company's senior executives,
including, but not limited to, vacation time, tuition reimbursement,
reimbursement of business expenses and healthcare benefits."
2. SECTION 1(d) of the Agreement is hereby deleted and replaced
with the following:
"(d) SEPARATION. Executive's employment by the Company during the
Employment Period will continue until Executive's resignation at any
time or until Executive's disability or death or until the Chief
Executive Officer terminates Executive's Employment at any time during
the Employment Period (the "SEPARATION"). If the Employment Period is
terminated by the Executive without Good Reason, then the termination
will be effective fifteen
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(15) days after the date of delivery of written notice of termination. If the
Employment Period is terminated by the Board or the Chief Executive Officer
without Cause or by the Executive with Good Reason, then the termination will
be effective fifteen (15) days after the date of delivery of written notice of
termination. If the Employment Period is terminated by the Board or the Chief
Executive Officer with Cause, termination will be effective fifteen (15) days
after the date of delivery of written notice of termination. If the Employment
Period is terminated by the Board or the Chief Executive Officer with Cause or
by the Executive without Good Reason, then the Executive shall be entitled to
receive his Annual Base Salary and all fringe benefits only through the
effective date of termination. If the Employment Period is terminated by the
Board or the Chief Executive Officer without Cause or by the Executive with
Good Reason, then the Executive shall be entitled to receive an amount equal to
his Annual Base Salary plus the Base Bonus (in effect at the time of
termination) and all fringe benefits (such payments and fringe benefits are
referred hereinafter as the "SEVERANCE PAYMENT") payable over a one year
period in accordance with normal payroll practices. If the Employment Period is
terminated due to death, then the Annual Base Salary and medical insurance will
be continued through the next full calendar month following the month in which
the Executive died. If the Employment Period is terminated due to Disability
(as defined herein), then the Annual Base Salary, medical insurance and
disability insurance will be continued until the last day of the six-month
period following the Disability; provided, however, that such Annual Base
Salary shall be reduced by the amount of any disability income payments made to
the Executive during such six-month period from any insurance or other policies
provided by the Company. In the event Executive is owed amounts under this
SECTION 1(d), such amounts may be withheld by the Company upon a breach or
threatened breach of the terms and conditions of SECTION 3 below.
3. SECTION 5 of the Agreement is hereby deleted and replaced
with the following:
"5. NOTICES. Any notice provided for in this Agreement must be
in writing and must be either personally delivered, mailed by first
class mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to the recipient
at the address below indicated:
If to the Company:
Cysive, Inc.
00000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Xx. and Xxxxxx X. Xxxxx
If to the Executive:
Xxxx X. Xxxx
Cysive, Inc.
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00000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
or such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the
sending party. Any notice under this Agreement will be deemed to have
been given when so delivered or sent or, if mailed, five days after
deposit in the U.S. mail."
IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement on the date first written above.
CYSIVE, INC.
By: /s/ XXXXXX X. XXXXXXXXX, XX.
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Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Chairman, President and
Chief Executive Officer
EXECUTIVE
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
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