Exhibit 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is dated as of June 11, 1997 between
Exigent International Inc., a Delaware Corporation (the "Company"), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ (the "Employee").
WHEREAS, Company has determined that it would be desirable and in the best
interests of Company to employ Employee, and Employee wishes to be employed by
Company.
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereinafter contained, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Company and Employee agree
as follows:
1. Employment. Company hereby employs the Employee and the Employee hereby
accepts employment upon the terms and conditions set forth in this
Agreement. Employee will serve as Chairman and Chief Executive Officer of
Company, at the discretion of the Company's Board of Directors, and will
report to the Board of Directors.
2. Term. Unless sooner terminated as set forth herein, the term of this
Agreement ("Term") shall begin on the business day this Agreement is
executed (the "Commencement Date"), and end at midnight on the third
anniversary of the Commencement Date, unless extended. The Term may be
extended by mutual written agreement of Company and Employee, provided that
in each case the parties shall agree in writing to such extension at least
three months' prior to expiration of the Term.
3. Compensation.
(a) For all services rendered by the Employee under this Agreement, the
Company shall pay and Employee shall accept an annual salary of TWO
HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($250,000.00) per annum or
lesser amount, on a pro rata basis, for any period less than a full
year. This compensation shall be payable to Employee in equal
installments in accordance with the Company's normal pay periods, and
shall be subject to all appropriate withholding taxes.
The annual salary payable to Employee will be subject to upward
adjustment as determined by Company's Board of Directors in the event
that Company generates annual revenues equal to or greater than that
specified in the approved 3-year plan (the "Plan").
(b) In addition to the compensation provided for in Section 3(a), as a
signing bonus, Employee shall be granted 125,000 options to purchase
common shares, $.01 par value per share, of Company (the Common
Stock"), at an exercise price of $2.25 per share or 110% of current
market value whichever is higher and on the terms and conditions
described in the Incentive Stock Option Agreement, which Employee
agrees to sign, attached hereto as Exhibit A and incorporated herein
by this reference.
(c) Provided that Employee has not been terminated for due cause (as that
term is defined below in Section 8), in addition to the compensation
provided for in Section (3) (a) and (b) above, Company shall grant to
Employee options to purchase an additional 125,000 shares of Common
Stock at an exercise price of $2.25 per share or 110% of current
market value whichever is higher if Company shall receive on or prior
to February 1, 1998. (See annual Executive Incentive Plan), including
(i) earnings of at least $2.9 million or prorated in accordance with
the approved executive management plan for 1998; or
(ii) new funding for Company of at least $5,000,000, including long
term (at least 5 years) subordinated debt or equity or a
combination of both.
The Board of Directors may, in its sole discretion, award part or all
of the options to purchase such 125,000 shares of Common Stock even if
none of the foregoing conditions are achieved on or prior to February
1, 1998. If and to the extent any such options are awarded pursuant to
this Section 3(c), they shall be awarded on the terms and conditions
described in the form of the Stock Option Agreement, except that the
amount of Common Stock subject thereto shall be adjusted to reflect
the amount to which Employee is then entitled.
(d) In addition to the compensation provided for in Sections 3(a), (b) and
(c) hereof, Employee shall also be entitled to the following during
the Term of this Agreement:
(i) Four (4) weeks paid vacation annually initially and additional
vacation as appropriate in accordance with Company policy to be
adopted, provided that Employee will endeavor to schedule his
vacation to avoid conflicts with his duties hereunder. During the
term of his employment under the Agreement, Employee shall be
entitled to the holidays and sick leave afforded and permitted by
Company to other employees;
(ii) at Employee's option, group medical insurance and dental
insurance of the kind and to the extent offered from time to time
during the Term of this Agreement to other employees of Company;
(iii)long-term disability insurance, providing for benefits equal to
66 2/3% of Employee's monthly salary to a maximum of $6,000
(Company will continue to pay Employee's full salary during
periods of short-term disability);
(iv) participation in Company's 401(k) plan, on such terms and
conditions as such participation is made generally available to
all employees of Company;
(v) life insurance coverage, as follows: (A) a "key man" life
insurance policy in the amount of $1,000,000, which shall be
obtained at Company's expense and shall designate Company as the
sole beneficiary thereof (and Employee agrees as a condition of
his employment that he will successfully complete a physical
examination conducted by a physician of his choice, or provide
the results of any such examination conducted within the one
hundred twenty (120) day period prior to the date of this
Agreement to Company), and (B) a second life insurance policy in
the amount of $600,000, which shall be obtained at Company's
expense and shall designate any designee selected by Employee as
the sole beneficiary thereof, provided that Company shall only be
obligated to pay premiums required for such policy for so long as
Employee continues to serve as an employee of Company; (vi) up to
$10,000 per year for documented, unreimbursed medical expenses
incurred by Employee or his spouse that are not reimbursable
under other medical insurance plans;
(vi) such other benefits, such as pension, profit sharing, insurance,
short-term disability made generally available by Company, in its
sole discretion, now or in the future to all of its employees;
and
(vii)reimbursement to employee of 75% of his annual dues at the Eau
Gallie Yacht Club and 100% of actual business expenses of
Exigent/STI.
(viii) such other benefits, if any, which the Board of Directors, in
its sole discretion, may make available to Employee.
4. Duties; Authority.
(a) During the Term, Employee shall perform those services reasonably
requested by the Board of Directors in a manner and to an extent which
will allow the Company to benefit from Employee's experience in and
knowledge of the industry in which the Company is engaged and as
specified in greater detail in Exhibit B attached hereto and
incorporated herein by this reference. During the Term, Employee shall
devote his full professional time, attention, skill and energy to the
business, welfare and affairs of the Company. While serving as
Chairman and Chief Executive Officer, Employee shall have the
authority and responsibility to devise and implement corporate
strategies and operations and to supervise and manage all employees.
Employee shall use his best efforts in the performance of his duties
hereunder and to promote the interests of the Company and its present
and future subsidiaries and affiliates. Employee agrees to abide by
all rules and regulations of Company as established or amended from
time to time.
(b) The parties agree that Employee may complete his obligations to four
(4) other companies which he was consulting. It is understood that
these activities are intermittent and will be completed within four
months. CEO certifies that these entities are non-competitive to
Exigent and its subsidiaries. That subject to the Non-Disclosure and
Non-Competition Agreement attached hereto as Exhibit D. Employee may
passively invest his personal assets in businesses where the form or
manner of such investment will not require services on the part of
Employee.
5. Business Expenses and Reimbursements. Employee shall further be entitled to
reimbursement by Company for other ordinary and necessary business expenses
incurred by Employee in the performance of his duties hereunder, and
further provided that:
(a) Each such expenditure is of a nature qualifying it as a proper
deduction on the federal and state income tax returns of the
Company as a business expense and not as deductible compensation
to the Employee; and
(b) Employee furnishes the Company with adequate records and other
documentary evidence required by federal and state statutes and
regulations for the substantiation of such expenditures as
deductible business expenses of the Company and not as deductible
compensation to the Employee.
Employee agrees that if, at any time, any payment made to the Employee by
the Company as a business expense reimbursement for a particular item shall
be disallowed in whole as a deductible expense to the Company by the
appropriate taxing authorities, Employee shall reimburse Company to the
full extent of such disallowance if so requested by the Company in writing.
6. Proprietary Information and Inventions Agreement. As a condition to his
employment hereunder, Employee agreed to execute and deliver to Company a
Proprietary Information and Inventions Agreement in the form attached
hereto as Exhibit C.
7. Non-Disclosure and Non-Competition Agreement. As a condition to his
employment hereunder, Employee agrees to execute and deliver to the Company
a Non-Disclosure and Non-Competition Agreement in the form attached hereto
as Exhibit D and incorporated herein by this reference.
8. Termination.
(a) This Agreement may be terminated at any time prior to expiration of
the Term (i) by Employee upon sixty (60) days' prior written notice to
the Company, (ii) upon the disability (defined to mean the inability
of Employee to engage in substantial employment duties by reason of
any medically determinable physical or mental impairment for a
continuous period of 60 days) of Employee, (iii) by the Company for
"due cause" at any time (iv) by the Company without "due cause" upon
fifteen (15) days' prior written notice to the Employee.
(b) In the event of termination pursuant to Section 8(a)(i), or Section
8(a)(iii), the Company shall not be obligated to make any severance
payments or any other further payments hereunder, except with respect
to accrued but unpaid compensation and reimbursements owed Employee
for expenses incurred prior to the effective date of termination. For
purposes of Section 8, "due cause" shall mean personal dishonesty,
willful misconduct, breach of a fiduciary duty involving personal
profit, willful violation of any law, rule, regulation (other than a
law, rule or regulation relating to offenses or misdemeanors unrelated
to any of the foregoing or to the Company's business) or final cease
and desist order, or material breach of any provision of this
Agreement, including but not limited to Employee's obligations under
Sections 4 hereof or a material breach of any of Employee's
obligations under the Proprietary Information and Inventions Agreement
attached hereto as Exhibit C or under the Non-Disclosure and
Non-Competition Agreement attached hereto as Exhibit D.
(c) In the event of an impasse between the Board of Directors of the
Company and Employee as to corporate strategies, marketing, or
operational policies and such impasse leads to a determination by the
Board of Directors that Employee's employment should be terminated,
the Company agrees that termination in such circumstances will be
deemed terminated by the Company without "due cause."
(d) In the event of termination by the Company pursuant to Section
8(a)(iv), or Section 8(c) (i.e., without due cause), then in addition
to any amounts to which Employee is entitled under Section 8(b),
Employee shall also be entitled to receive severance pay as follows:
(i) If Employee is so terminated without due cause within the first
twelve months of the Term ("First Year"), an amount equal to
eighteen (18) months' salary, based on the then current salary of
Employee as of the effective date of termination, payable in
equal installments in accordance with Company's normal pay
periods for Employee (i.e. weekly, bi-weekly or monthly)
beginning one pay period after the effective date of termination;
(ii) If Employee is so terminated without due cause within the second
twelve months of the Term ("Second Year"), an amount equal to
twelve (12) months' salary, based on the then current salary of
Employee as of the effective date of termination, payable in
equal installments in accordance with Company's normal pay
periods for Employee beginning one pay period after the effective
date of termination;
(iii)If Employee is so terminated without due cause within the third
twelve months of the Term ("Third Year"), an amount equal to six
(6) months' salary, based on the then current salary of Employee
as of the effective date of termination, payable in equal
installments in accordance with Company's normal pay periods for
Employee beginning one pay period after the effective date of
termination; and
(iv) If Employee is still employed by Company after the Third Year,
and (in the absence of any superseding arrangement with Company,
whether pursuant to renewal of this Agreement or otherwise) is so
terminated without due cause, an amount equal to three (3)
months' salary, based on the then current salary of Employee as
of the effective date of termination, payable in equal
installments in accordance with Company's normal pay periods for
Employee beginning one pay period after the effective date of
termination.
(e) In the event of termination by the Company pursuant to Section
8(a)(iv), or Section 8(c) (i.e. without due cause), Employee shall
also be entitled to receive, at his option and upon his written
request, group medical insurance as described in Section 3(f)(ii)
during the period Employee is entitled to receive severance pay under
Section 8(d) plus, if applicable, any additional extension of the
applicable "Non-Competition Period" (as defined in the Non-Disclosure
and Non-Competition Agreement, pursuant to Section 3(g) of such
agreement.
(f) In the event of termination upon Employee's disability pursuant to
Section 8(a)(ii), the Company agrees to continue Employee's regular
salary payments from the date of termination through the date the
insurance company commences long term disability insurance payments or
denies coverage. In the event long term disability coverage is denied
due to admitted or proven fraud on behalf of the Employee, the Company
will have no severance payment obligations to Employee. If coverage is
denied for any other reason, Employee's termination will be treated as
termination without due cause under Section 8(a)(iv) and Employee will
be entitled to severance pay under Section 8(d) provided any such
payments made by Company to Employee under this Section 8(f) will be
credited against Company's severance payment obligations.
(g) Notwithstanding anything to the contrary set forth in this Agreement,
in the event that Employee dies during the Term of this Agreement or
any extension thereof, this Agreement shall terminate upon the date of
such death, provided that in the event of Employee's death during the
Term of this Agreement or any extension thereof the Company shall
continue to pay Employee's salary for a period of ninety (90) days
following the date of death to the executor or administrator of the
Employee's estate, except in no event shall the Company be liable for
the payment of any such death benefit which exceeds the maximum
severance payment obligations pursuant to Section 8(e) above.
9. Notices. Any notice required or permitted hereunder shall be in writing and
shall be sufficiently given if personally delivered, delivered by facsimile
telephone transmission, delivered by express delivery service (such as
Federal Express), or mailed first class U.S. mail, postage prepaid,
addressed as follows:
If to the Employee:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇, ▇▇. ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with copy to:
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associates
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company:
Exigent International Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Counsel
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so
delivered or three (3) days after mailing for domestic mail and seven (7)
days for international mail.
10. Binding Effect; Benefits. This Agreement shall be binding upon and shall
inure to the benefit of this parties hereto and their respective successors
and assigns, if any. Notwithstanding anything contained in this Agreement
to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective heirs, successors, executors, administrators or assigns any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida, without
reference to principles of conflict of laws.
12. Headings. Headings of the Sections of this Agreement are for the
convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
13. No Conflict. Employee represents and warrants that performance of the terms
of this Agreement, and the terms of any agreement attached hereto as an
Exhibit, to the best of his actual knowledge, will not breach any agreement
entered into by Employee, and Employee agrees that he will not enter into
any agreement in conflict with this Agreement and the agreements attached
as Exhibits. Employee further covenants that (i) he shall not in the
performance of his duties hereunder (and the performance of such duties
shall not require him to) utilize any proprietary or confidential
information owned by any third party which he is prohibited from utilizing
by reason of agreement or applicable law, and (ii) he shall not at any time
disclose to Company any proprietary or confidential information owned by
any third party which he is prohibited from disclosing by reason of
agreement or applicable law.
14. Injunctive Relief. Employee acknowledges and agrees that a breach of his
obligations under this Agreement, and any agreement attached hereto as an
Exhibit or any other exhibit or attachment hereto, will result in
irreparable and continuing harm to the Company, for which there will be no
adequate remedy at law, and agrees that in the event of any breach or
prospective breach of this Agreement, the Company, its successors and
assigns will be entitled to injunctive relief in any federal or state court
of competent jurisdiction residing in the State of Florida without the
necessity of posting bond or other security therefor and without the
necessity of proving irreparable harm, and to such other and further relief
as may be proper. Employee hereby submits to the jurisdiction of the
preceding courts for the purposes of any actions or proceedings instituted
by the Company to obtain such injunctive relief, and agrees that the
process may be served on the Employee by registered mail, addressed to the
last address of the Employee known to the Company, or in any manner
authorized by law.
15. Severability. If for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering such provision
invalid in any other case or of rendering any of the other provisions of
this Agreement inoperative, unenforceable or invalid.
16. Assignability. By reason of the special and unique nature of the services
hereunder, it is agreed that neither party hereto may assign any interest,
rights or duties which it or he may have in this Agreement without the
prior written consent of the other party, except that upon any merger,
liquidation, or sale of all or substantially all of the assets of the
Company to another corporation, this Agreement shall inure to the benefit
of and be binding upon the Employee and the purchasing, surviving or
resulting company or corporation in the same manner and to the same extent
as though such company or corporation were the Company.
17. Waivers. The failure or delay of the Company at any time to require
performance by the employee of any provision of this Agreement, even if
know, shall not affect the right of the Company to require performance of
that provision or to exercise any right, power or remedy hereunder, and any
waiver by the Company of any breach of any provision of this Agreement
should not be construed as a waiver of any continuing or succeeding breach
of such provision, a waiver of the provision itself, or a waiver of any
right, power or remedy under this Agreement. No notice to or demand on
Employee in any case shall, of itself, entitle Employee to any other or
further notice or demand in similar or other circumstances.
18. Indemnification. Company agrees to exercise its power to indemnify Employee
in the situations provided in the Company's current Certificate of
Incorporation in its form filed with the Secretary of State for the State
of Delaware as of the date of this Agreement. This indemnification shall
apply even if such Certificate is later amended or deleted.
19. Covenants of the Essence. The covenants of Employee set forth in this
Agreement and the other Exhibits are the essence of this Agreement; they
shall be construed as independent of any other provision in this Agreement;
and the existence of any claim or cause of action of the Employee against
the Company, whether predicated on this Agreement or not, shall not
constitute a defense to the enforcement by the Company of these covenants.
20. Survival. The provisions of this Agreement will survive the termination or
expiration of this Agreement where the intent so indicates they shall
survive and all other obligations of the Company and the Employee will
cease on termination or expiration of this Agreement. Notwithstanding the
foregoing, the Company and the Employee will remain liable for obligations
which accrued before termination or expiration of this Agreement (including
the Employee's right to be paid or reimbursed for services rendered and
expenses incurred before termination or expiration of this Agreement.)
21. Entire Agreement. This Agreement, together with the agreements in the form
attached as Exhibits hereto, constitutes the final written expression of
all of the agreements between the parties with respect to the subject
matter hereof, supersedes all correspondence, understandings, discussions
and negotiations concerning the matters specified herein, and specifically
supersedes in its entirety other agreements between Company and Employee.
No addition to or modification of any provision of this Agreement shall be
binding upon any party unless made in writing and signed by the party to be
bound.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
on the date written above.
EXIGENT INTERNATIONAL, INC.
/s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: COMP COMMITTEE CHAIRMAN
/s/ B. R. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Exhibit A
INCENTIVE STOCK OPTION AGREEMENT (PLAN 1Q)
THIS AGREEMENT dated as of the 11th day of June, 1997, (the "Grant Date")
by and between EXIGENT INTERNATIONAL, INC., with its principal office at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("Optionee").
WITNESSETH:
WHEREAS, the Company has adopted an Incentive Stock Option Plan (the "Plan
1Q") as defined in Section 422 of the Internal Revenue Code of 1986 to permit
options to purchase shares of the common stock of Exigent International, Inc.,
to be granted to certain key employees of the Company or its subsidiaries; and
WHEREAS, the Optionee is a key employee of the Company or one of its
subsidiaries and the Company desires him/her to remain in such employee by
providing him/her with a means to acquire or to increase his/her proprietary
interest in the Company's success;
NOW, THEREFORE, in consideration of the promises and of the covenants and
agreement set forth, the parties hereby mutually covenant and agree as follows:
1. Subject to the terms and conditions of the Plan 1Q, a copy of which is
attached hereto as Exhibit "A" and made a part hereof, and this
Agreement, the Company grants to the Optionee the option to purchase
from the Company all or any part of an aggregate number of 125,000
shares of Exigent International, Inc.'s Common Shares (30,000,000
authorized shares, par value $0.01) (hereinafter such shares are
referred to as the "Optioned Shares").
2. The price to be paid for the Optioned Shares shall be Two and 25/100
dollars ($2.25) per share, or 110% of current market value whichever
is higher, of the Optioned Shares on the Grant Date, as determined in
good faith by the President of the Company who is in charge of
administering the Plan 1Q. However, if it is determined by a
subsequent Internal Revenue Service audit that the fair market value
of the stock at the time the option was granted exceeded the value
established by the President, then the option value shall be adjusted
to comply with the Internal Revenue Service's determined fair market
value, and such adjusted value shall apply to any and all subsequent
exercise of options.
3. Subject to terms and conditions of the Plan 1Q and this Agreement,
Optioned Shares may be purchased pursuant to this Agreement at any
time and from time to time during a period of three (3) years from the
date hereof, in whole or in part. All options to purchase Optioned
Shares subject to this Agreement must be exercised on or before June
11, 2000 at which time all unexercised options will expire.
4. An option may be exercised only by written notice, delivered or mailed
by postpaid registered or certified mail addressed to the Secretary of
the Company at the corporate headquarters, specifying the number of
Optioned Shares being purchased in cash or its equivalent. Within
three (3) business days following the date of exercise, payment shall
be made in full or by such other payment means as shall be mutually
agreeable. Such purchased shares shall be forthwith delivered to
Optionee.
5. (a) If the Optionee's employment with the Company or any subsidiary of
the Company is terminated for due cause, this Agreement shall
terminate simultaneously therewith and Optionee shall have no further
right to exercise an option thereafter. For purposes of this
paragraph, "due cause" shall be the same as defined in the Employment
Agreement.
(b) If the Optionee ceases to be an employee of the Company or any
subsidiary of the Company for any reason other than (1)
termination for due cause as set forth in paragraph 5(a) above,
or (2) death or disability, the term of any option shall expire
on a date not later than three (3) months after termination.
(c) If the Optionee ceases to be an employee of the Company or any
subsidiary of the Company by reason of disability or death within
the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended, the term of any option shall expire on a date
which is not later than twelve (12) months following the date of
death or disability.
6. The options herein granted shall not be transferable by the Optionee
otherwise than by will or the laws of descent and distribution, and
may be exercised during the life of the Optionee only by the Optionee,
except as set forth in 5( c) above.
7. If any change is made in the shares subject to the Plan 1Q or any
option granted thereunder (through merger, consolidation,
reorganization, recapitalization, or change in capital structure),
appropriate adjustment shall be made by the Company in the number of
shares and kind of common stock for which options may be or may have
been granted under the Plan 1Q, to the end that such proportional
interest shall be maintained as before the occurrence of such an
event.
8. (a) Optionee acknowledges and understands that the Optioned Shares
have not been registered with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in reliance upon the
exemption from registration provided in Regulation D of the Act, nor
with any state securities regulatory authority in reliance upon
particular statutory transactional exemptions. As such, the shares
purchased under this Agreement, if exercised, cannot be sold
subsequently or otherwise transferred without prior (1) registration
under the Act and under applicable state law or (2) receipt of an
opinion of counsel for the issuer to the effect that such proposed
sale or other transfer does not affect the exempt status of the
original issuance and sale of these shares and is in compliance with
all applicable state and federal securities laws.
(b) That Optionee will be acquiring the stock for his/her own
investment and personal interest in the Company and not for the
account of any other person, with no intention on his/her part of
affecting a redistribution of such stock or any part thereof.
(c) That Optionee has asked questions and received all answers to
information he/she considers pertinent to form a knowledgeable
opinion about his investment.
(d) That the Optionee understands and acknowledges that he/she shall
not be deemed for any purpose to be a shareholder of the Company
with respect to any of the Optioned Shares, except to the extent
that the options herein granted shall have been exercised with
respect thereto and a stock certified issued therefor.
(e) That the existence of the options herein granted shall not affect
in any way the right or power of Exigent International, Inc. to
make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Exigent International Inc.'s
capital structure or its business, or any merger or consolidation
of the Company or Exigent International, Inc., or any issue of
bonds, debentures, preferred or prior preference stock ahead of
or affecting the common shares of Exigent International, Inc. or
the rights thereof, or dissolution or liquidation of Exigent
International, Inc., or any sale or transfer of all or any part
of their assets or business or any other corporate act or
proceeding, whether of a similar character or otherwise.
(f) That as a condition of the granting of the option(s) herein
granted, the Optionee agrees, for himself/herself, and his/her
Personal Representative, that any dispute or disagreements which
may arise under or as a result of or pursuant to this Agreement
shall be determined by the President in his sole discretion, and
that any interpretation by the President of the terms of this
Agreement shall be final, binding and conclusive.
9. This Agreement shall not confer upon the Optionee any right with
respect to continuance of employment by the Company or its related
corporations, nor shall it interfere in any way with the right of the
Optionee's employer to terminate the Optionee's employment at any
time.
10. As used in this Agreement, the masculine, feminine or neuter gender
and the singular or plural number shall be deemed to include the
others whenever the context so indicates or requires.
11. This Agreement shall be governed and interpreted by the laws of the
State of Florida.
12. This Agreement and any exhibit hereto constitutes the entire agreement
between the parties with respect to the subject matter hereof, and no
change or modification shall be valid unless made in writing and
signed by the party against whom such change or modification is sought
to be enforced.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officer and its corporate seal hereunto affixed, and the
Optionee has hereunto affixed his/her hand the day and year first above written.
EXIGENT INTERNATIONAL, INC.
By: /S/ P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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For: The Compensation Committee
It's: Chairman
"The Company"
/S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------------
Secretary)
( S E A L )
/S/ B.R. ▇▇▇▇▇▇▇
----------------------------------
"The Optionee"
EXHIBIT B
DUTIES AND RESPONSIBILITIES OF CEO/CHAIRMAN
This is the chief executive officer for the overall company, with overall
responsibility for operating results and growth of the corporation. The Chief
Executive reports to the Board of Directors. Specific responsibilities may
include, but are not limited to: the establishment of long-range plans and
goals, approval of capital projects, major investor relations, measurement of
the performance of top executives, nomination of new officers of the
corporation.
1998 AND 1999 GOALS
1. Increase net after tax earning/share year over year
2. Facilitate the restructuring of Exigent into a Commercial and
Government entity
3. Set strategy and vision for company embodied in a five-year business
plan
4. Grow the company to meet 5-year business plan goals
5. Meet or exceed profit goals of business plan
6. Raise funds for new and existing business
7. Provide professional leadership for the board of directors and the
companies
8. Lead company to be a commercial entity
GOALS AND OBJECTIVES
Meet corporate financial goals $36M in sales and $1.8M in earnings.
Meet staffing requirements required to support sales.
Customer satisfaction rating of at least 80% per feedback survey.
Improve earnings as a % of sales by at least 10%.
ATTACHMENT #1 TO EXHIBIT B
EXIGENT INTERNATIONAL
MANAGEMENT PERFORMANCE MEASUREMENTS
STI STI FOTO Total STI PRODUCTS**
GOV SYS COMM SYS TAG EXIGENT
Revenue 18,000 17,000 1,000 36,000 -
Pretax Earnings* 918 1,835 162 2,915 (1,079)
Net Earnings 567 1,133 100 1,800 (666)
Budgeted G&A Base 16,583 9,656 246 26,485 309
G&A Budget 2,073 1,980 330 4,382 770
Capital Investment 1,000
* PRETAX EARNINGS SHOULD BE AFTER INTEREST AND UNALLOWABLES.
** STI PRODUCTS NET EARNINGS IS SPLIT EVENLY BETWEEN GOVERNMENT AND COMMERCIAL
ATTACHMENT #2 TO EXHIBIT B
FIAT WITH 30% AWARD
PROJECTION FY97 FY98 FY99 FY00 FY01
Total Investment Value (market cap) $16,010,472 $27,900,000 $48,000,000 $82,500,000 $102,000,000
Value Control Stockholders Holdings (2138604) $5,346,510 $7,255,068 $10,040,209 $14,433,255 $15,335,680
Cash Conversion Discount 50% 40% 30% 20% 20%
Cash Employed Growth Capital (300K/year) $125,000 $610,638 $985,897 $1,619,739 $1,721,012
Cash Employed Acquisitions (100K/year) $125,000 $203,546 $281,685 $404,935 $430,253
Value Stock Employed Acquisitions (1M/year) $625,000 $3,392,432 $4,694,749 $6,748,914 $7,170,884
Value Issued Incentive Securities (600K/year) $500,000 $610,638 $2,816,849 $4,049,349 $4,302,530
Budgeted Stock I/O/R (+500K/year) 6,404,189 8,224,189 10,224,169 12,224,169 14,224,189
Control Stockholders' Percent Ownership 33.39% 26.00% 20.92% 17.49% 15.03%
Net Sales Revenue Goals (5%) $30,000,000 $36,000,000 $50,000,000 $65,000,000 $75,000,000
Net After Tax Earnings Goals (15%/year) $(450,000) $1,800,000 $3,000,000 $5,000,000 $6,000,00
Aggregate Dividend Goals $300,000 $839,000 $1,080,000 $1,825,000 $2,220,000
Percent of Net Earnings for Dividend 35.0% 35.5% 36.0% 36.5% 37.0%
Net Worth Buildup $6,109,620 $11,477,236 $19,359,567 $31,308,155 $44,410,304
Book Value Per Share Goals $.95 $1.40 $1.89 $2.56 $3.12
Earnings Per Share Goals $(0.07) $0.22 $0.29 $0.41 $0.42
Guesstimated Price Earnings Ratio 15.0 15.5 16.0 16.5 17.0
ATTACHMENT #3 TO EXHIBIT B
BUSINESS OBJECTIVES
FY 98 revenue of $36M
STI Federal revenue of $18M
STI Commercial revenue of $17M
FotoTag revenue of $1M
FY 98 Earnings of $1.8M
STI Federal earnings of $900K STI
Commercial earnings of $800K
FotoTag earnings of $100K
Raise capital for R&D, minimum $5M
Raise price of stock to $5/share
ATTACHMENT #4 TO EXHIBIT B
1998 EXECUTIVE INCENTIVE PROGRAM
CORPORATE GATE OPENS
If Exigent has:
THEN BONUS OF FOLLOWING % OF BASE SALARY TO BE AVAILABLE TO EACH MANAGER
EARNINGS OF:
$1.4M 15%
$1.7M 30%
$2.0M 45%
$2.3M 60%
$2.6M 90%
$2.9M 100%
The bonus will be split 50% cash and 50% stock, unless the manager prefers it
all in stock.
ADDITIONALLY,
Each manager will have a set of individuals goals covering such areas as
customer relations, employee relations, budget performance, quality goals,
intellectual property creation and management, each tailored to their job
function. In addition, the Division Managers are responsible as follows with the
help of all corporate managers:
SALES REVENUE EARNINGS
STI Commercial $26M $15.5M $2.0
STI Government $26M $21M $1.0
Foto Tag $1M $1M $.5
to permit Corporate Gate to achieve 100% bonus or a pro rata share.
EXHIBIT C
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration and as a condition of my employment or continued employment by
Exigent International Inc. and/or by companies which it owns, controls, or is
affiliated with, or their successors in business (the "Company"), I hereby agree
with the Company as follows:
1. PROPRIETARY INFORMATION. I understand that during my employment I
may produce, obtain, make known, or learn about certain information
which has commercial value in the business in which the Company is
engaged and which is treated by the Company as confidential. This
information may have been created, discovered, or developed by the
Company or otherwise received by the Company from third parties
subject to a duty to maintain the confidentiality of such
information. All such information is hereinafter called "Proprietary
Information."
(a) PROPRIETARY INFORMATION DEFINED. By way of illustration, but not
limitation, "Proprietary Information" includes trade secrets,
ideas, processes, formulas, source codes, data, programs, other
original works of authorship, know-how, improvements,
discoveries, developments, designs, inventions, techniques,
marketing plans, strategies, forecasts, new products, unpublished
financial statements, budgets, projections, licenses, prices,
costs, and customers and supplier lists.
(b) ASSIGNMENT AND PROTECTION OF PROPRIETARY INFORMATION. I
understand that all Proprietary Information shall be the sole
property of the Company and its assigns (or, in some cases, its
clients, suppliers, or customers), and the Company and its
assigns (or in some cases, its clients, suppliers, or customers)
shall be the sole owner of all patents, copyrights, and other
rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in such Proprietary Information.
At all times, both during my employment by the Company and after
its termination, I will keep in strictest confidence and trust
all Proprietary Information, and I will not use, reproduce, or
disclose any Proprietary Information without the written consent
of the Company, except as may be necessary in the ordinary course
of performing my duties as an employee of the Company.
(c) MAINTENANCE OF RECORDS. I agree to keep and maintain adequate and
current records of all proprietary information developed by me
(in the form of notes, sketches, drawings and as may be specified
by the Company) which records shall be available to and remain
the sole property of the Company at all times.
2. INVENTIONS DURING AND IMMEDIATELY AFTER MY TERM OF EMPLOYMENT. I
understand that during my employment or following my employment, I
may make, conceive of, or reduce to practice various discoveries,
developments, designs, improvements, inventions, formulas,
processes, techniques, programs, other works of authorship,
know-how, and data (all of which shall be referred to as
"inventions" throughout this Agreement, whether or not patentable or
registrable under copyright, mask work, or similar statutes).
(a) ASSIGNMENT OF INVENTIONS. I hereby assign and transfer to the
Company my entire right, title, and interest in and to all
inventions made or conceived or reduced to practice by me, either
alone or jointly with others, during the period of my employment
with the Company, except for those inventions which I have
developed entirely on my own time without using the Company's
equipment, supplies, facilities, or trade secret information
excluding those inventions that either: (1) relate at the time of
conception or reduction to practice of the invention to the
business, or actual or demonstrably anticipated research or
development of the Company; or (2) result from any work performed
by me for the Company. I acknowledge that all original works of
authorship which are made by me (solely or jointly with others)
within the scope of my employment and which are protectable by
copyright are "works made for hire," as that term is defined in
the U.S. Copyright Act as in effect as of this date. I will, at
the Company's request, promptly execute a written assignment of
title to the Company for any such invention and I will preserve
any such invention as confidential information of the Company.
Notwithstanding the foregoing, I also hereby assign and transfer
to, or as directed by, the Company all my right, title, and
interest in and to any and all inventions, full title to which is
required to be in the United States by a contract between the
Company and the United States or any of its agencies.
(b) MAINTENANCE OF RECORDS. I agree to keep and maintain adequate and
current records of all inventions made by me (in the form of
notes, sketches, drawings and as may be specified by the Company)
which records shall be available to and remain the sole property
of the Company at all times.
(c) DISCLOSURE OF INVENTIONS. I will promptly disclose in writing to
the Company all inventions made or conceived or reduced to
practice by me, either alone or jointly with others, during the
period of my employment, and for six months after termination of
my employment with the Company.
(d) EXECUTION OF DOCUMENTS. I further agree as to all inventions to
assist the Company in every proper way (but at the Company's
expense) to obtain and from time to time enforce patents,
copyrights, mask works, and other rights and protections relating
to inventions in any and all countries, and to that end I will
execute all documents for use in applying for and obtaining such
patents, copyrights, mask works, and other rights and protections
on and enforcing inventions as the Company may desire, together
with any assignments thereof to the Company or persons designated
by it. My obligation to assist the Company in obtaining and
enforcing patents, copyrights, mask works, and other rights and
protections relating to inventions in any and all countries shall
continue beyond the termination of my employment, but the Company
shall compensate me at a reasonable rate after such termination
for time actually spent by me at the Company's request on such
assistance. In the event the Company is unable, after reasonable
effort, to secure my signature on any document or documents
needed to obtain or enforce any patent, copyright, mask work, or
other right or protection relating to any inventions, whether
because of my physical or mental incapacity or for any other
reason whatsoever, I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent
and attorney-in-fact, to act for and in my behalf and stead to
execute and file any application or assignment and to do all
other lawfully permitted acts to further the prosecution and
issuance to the Company of patents, copyrights, mask works, or
similar protections thereon with the same legal force and effect
as if executed by me.
3. PRIOR INVENTIONS. I understand that all inventions, if any, patented or
unpatented, which I made prior to my employment by the Company, are
excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth in Item 1 of Exhibit A attached hereto and
made a part hereof a complete list of all of my prior inventions, including
numbers of all patents and patent applications, and a brief description of
unpatented inventions which are not the property of a previous employer. I
represent and covenant that the list is complete and that, if no items are
on the list, I have no such prior inventions. I agree to notify the Company
in writing before I make any disclosure or perform any work on behalf of
the Company which appears to threaten or conflict with proprietary rights I
claim in any invention or idea. In the event of my failure to give such
notice, I agree that I will make no claim against the Company with respect
to any such inventions or ideas.
4. CONFLICTING EMPLOYMENT OBLIGATIONS.
(a) TRADE SECRETS OF OTHERS. I represent that I have not brought and will
not bring with me to the Company or use in the performance of my
responsibilities at the Company any devices, materials, or documents
of a former employer that are not generally available to the public,
unless I have obtained express written authorization from the former
employer for their possession and use. The only devices, materials,
documents of a former employer that are not generally available to the
public that I will bring to the Company or use in my employment are
identified on Item 2 of Exhibit A attached hereto, and as to each such
item, I represent that I have obtained express written authorization
for their possession and use in employment with the Company and have
delivered a copy of such written authorization to the Company.
(b) CONFLICTING CONFIDENTIALITY AGREEMENTS. I agree that during my
employment with the Company, I will not breach any obligation of
confidentiality that I have to former employers. I represent that any
performance under the terms of this Agreement and as an employee of
Company does not and will not breach any agreement to keep in
confidence proprietary information acquired by me in confidence or in
trust prior to employment by the Company. I have not entered into, and
I agree I will not enter into, any agreement either written or oral in
conflict herewith.
5. GOVERNMENT CONTRACTS. I acknowledge that the Company from time to time may
be involved in government projects of a highly classified nature. I further
acknowledge that the Company from time to time may have agreements with
other persons or governmental agencies which impose obligations or
restrictions on the Company regarding inventions made during the course of
work thereunder or regarding the confidential nature of such work or
information disclosed in connection therewith. I agree to be bound by all
such obligations and restrictions and to take all action necessary to
discharge the obligations of the Company thereunder.
6. TERMINATION OF EMPLOYMENT. In the event of the termination of my employment
by me or by the Company for any reason, I will deliver to the Company all
documents, notes, drawings, specifications, programs, data, devices, and
other materials of any nature pertaining to my work with the Company and I
will neither take with me nor recreate any of the foregoing, any
reproduction of any of the foregoing, or any Proprietary Information that
is embodied in a tangible medium of expression.
7. MODIFICATION. This Agreement may not be changed, modified, released,
discharged, abandoned, or otherwise amended, in whole or part, except by an
instrument in writing, signed by myself and the Company. I agree that any
subsequent change or changes in my duties, salary, or compensation shall
not affect the validity or scope of this Agreement.
8. ENTIRE AGREEMENT. I acknowledge receipt of this Agreement and agree that
with respect to the subject matter hereof it is my entire agreement with
the Company, superseding any previous oral or written communications,
representations, understandings, or agreements with the Company or any
officer or representative.
9. SEVERABILITY. In the event that any paragraph or provision of this
Agreement shall be held to be illegal or unenforceable, such paragraph or
provision shall be severed from this Agreement and the entire Agreement
shall not fail on account thereof, but shall otherwise remain in full force
and effect.
10. SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon my heirs,
executors, administrators, or other legal representatives and is for the
benefit of the Company, its successors, and assigns.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. COUNTERPARTS. This Agreement may be signed in two counterparts, each of
which shall be deemed an original and both of which shall together
constitute one agreement.
13. I agree that the Company may make known to others either during or
subsequent to my employment the existence of this Agreement and the
provisions of all or any part thereof.
IN WITNESS WHEREOF, THIS AGREEMENT has been executed as of this 11th day of
June, 1997 and is effective from January 3, 1979.
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: SECRETARY/TREASURER
ACCEPTED AND AGREED TO:
EXIGENT INTERNATIONAL, INC.
By: /S/ B.R. ▇▇▇▇▇▇▇
----------------------------------
Title: CEO
EXHIBIT A
To
Proprietary Information and
Inventions Agreement
Exigent International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by Exigent
International, Inc. (the "Company") that have been made or conceived
or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:
No inventions or improvements See below:
Additional sheets attached.
2. I propose to bring to my employment the following devices,
materials, and documents of a former employer that are not generally
available to the public, which materials and documents may be used
in my employment pursuant to the express written authorization of my
former employer (a copy of which is attached hereto):
No materials
See below:
Additional sheets attached.
Very truly yours,
Name:
Exhibit D
NON-DISCLOSURE AND
NON-COMPETITION AGREEMENT
This Non-Disclosure and Non-Competition Agreement dated June 11, 1997 is between
EXIGENT INTERNATIONAL, INC., with its principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a
residence at ▇▇▇ ▇▇▇ ▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Employee").
1. Consideration. Employee has agreed to enter into this Agreement in
consideration of: the Company's engagement of Employee as an employee under
the terms of the Employment Agreement ("Employment Agreement") of even date
between the Company and Employee; the Company's agreement to grant stock
options to Employee under its Incentive Stock Option Plan of even date
between the Company and Employee.
2. Non-Disclosure Obligations.
(a) In Employee's position as Chairman and Chief Executive Officer of the
Company, he will have access to:
(i) information ("Confidential Business Information") relating to the
business plans of the Company and treated as confidential,
including without limitation, information relating to the
Company's investors, capitalization, marketing plans and
strategies, product concepts, product development status,
material agreements, plans for raising capital, target customers
and markets, pricing policies, finances, financial information of
the Company, customer lists; and
(ii) information of a proprietary nature relating to the technology
and products of the Company ("Confidential Proprietary
Information") including without limitation, information relating
to the technology developed or to be developed by the Company
relating to the Company's products and other matters, trade
secrets, research and development activities, technical,
engineering and scientific data, specifications, and patent
applications or patents.
(The Confidential Business Information and Confidential
Proprietary Information is sometimes collectively referred to
herein as "Confidential Information") or confidential information
relating to the organization, research and development
activities, marketing plans and strategies, pricing policies,
technical and scientific data, specifications, patent
applications or patents, customer lists and accounts, business,
finances or financial information of the Company.
(b) Employee agrees that he will not at any time during (i) his employment
by the Company and during any time period he is receiving severance
pay from the Company, including extended periods under Section 4(f)
herein, and (ii) for one year thereafter, reveal to any person,
association or company any of the Company's Confidential Business
Information, so far as such Confidential Business Information has come
or may come to his knowledge, except as may be required in the
ordinary course of performing his duties as an officer of the Company
or as may be in the public domain through no fault of Employee or as
may be required by law.
(c) Employee hereby agrees that he will not at any time, whether during or
after the termination of his employment, reveal to any person,
association or company any of the Company's Confidential Proprietary
Information, so far as to his knowledge, except as may be required in
the ordinary course of performing his duties as an officer of the
Company or as may be in the public domain through no fault of Employee
or as may be required by law.
(d) Employee agrees to keep in confidence and secret all matters of such
nature entrusted to him and he shall not use or attempt to use any
such information in any manner which may injure or cause loss to the
Company, whether directly or indirectly.
(e) Employee acknowledges the critical importance of the Confidential
Information to the Company's business operations and plans. Employee
acknowledges that unauthorized disclosure or use of any of the
Confidential Information (in particular trade secrets and technical
proprietary information) would cause significant and irreparable
damage to the Company and would jeopardize the Company's business and
financial condition.
(f) Nothing herein shall be construed as granting to Employee any right or
license under any copyrights, inventions, or patents now or hereafter
owned or controlled by the Company or any right to employment by the
Company.
(g) In the event Employee's employment is terminated for any reason,
Employee shall return all Confidential Information in his possession,
together with any copies, to the Company.
3. Non-Competition. Employee agrees and acknowledges that the products and
services to be sold and rendered by the Company are different in character
and are of particular significance to the Company, and that the Company is
in a competitive business. Due to the proprietary and specialized nature of
the Company's business, Employee agrees to the following:
(a) "Non-Competition Period" (as defined in Section 3(e)) Employee shall
not, directly or indirectly, induce, influence, combine or conspire
with, or attempt to induce, influence, combine or conspire with, any
of the officers, employees or consultants of the Company to terminate
their employment or relationship with the Company.
(b) During his employment and thereafter during the applicable
"Non-Competition Period" (as defined in Section 3(e)), Employee shall
not, directly or indirectly, induce, or attempt to induce, any of the
customers or suppliers of the Company to terminate their relationship
with the Company.
(c) During his employment and thereafter during the applicable
"Non-Competition Period (as defined in Section 3(e)), Employee agrees
that he will not voluntarily or involuntarily, for any reason
whatsoever, directly or indirectly, individually or on behalf of
persons not now parties to this Agreement, or as a partner,
stockholder, director, officer, principal, agent, broker, licensor,
employee, or in any other capacity or relationship, engage in any
business or employment, or aid or endeavor to assist any business or
legal entity, which is in competition with the products and/or
services of the Company; provided, however, this Section 3(c) shall
not be deemed to prevent Employee from working after termination of
the applicable Non-Competition Period in any areas or division within
the applicable industry. The ownership by Employee of not more than
five percent (5%) of shares of stock of any corporation having a class
or equity securities actively traded on a national securities exchange
or NASDAQ shall not be deemed, in and of itself, to violate this
Section 3(c ) .
(d) Employee agrees not to do or say anything that reasonably may be
expected to have the effect of disparaging the Company or diminishing
or impairing the goodwill and reputation of the Company and the
services it provides. Likewise, the Company agrees not to do or say
anything that reasonably may be expected to have the effect of
disparaging the Employee or diminishing or impairing the reputation of
the Employee.
(e) If, in any judicial proceedings a court shall refuse to enforce any of
the other separate covenants set forth in this Section 3, then such
unenforceable covenant shall be amended to relate to such lesser
period or geographical areas as shall be enforceable or, if deemed
appropriate by such court, deemed eliminated from these provisions for
the purpose of those proceedings to the extent necessary to permit the
remaining separate covenants to be enforced.
(f) Under the terms of the Employment Agreement, Employee is entitled to
receive severance pay in the event his employment is terminated by the
Company without due cause. In the event Employee's employment is
terminated for any reason whatsoever,
(i) during the first year of his employment, then the applicable
Non-Competition Period for Section 3(a), (b) and (c) will be
eighteen (18) months; or
(ii) during the second year of his employment, then the applicable
Non-Competition Period for Section 3(a), (b) and (c) will be
twelve (12) months; or
(iii)during the third year of his employment, then the applicable
Non-Competition Period for Section 3(a), (b) and (c) will be six
(6) months; or
(iv) by expiration of the Term or otherwise, at any time after the
third anniversary of his employment, then the applicable
Non-Competition Period for Sections 3(a), (b) and (c) will be
three (3) months.
(g) Notwithstanding the foregoing, the Company may, at its option, elect
to extend the applicable Non-Competition Period by up to twelve (12)
additional months by payment to Employee of additional severance pay
equal to his salary in effect at the date of termination of his
employment for such time period. Payments will be made in accordance
with the Company's normal pay periods for as long as the Company
elects to so extend the Non-Competition Period. Employee hereby agrees
to accept such payments as compensation for such extension of the
applicable Non-Competition Period.
(h) Company and Employee hereby acknowledge that:
(i) Company's market for its products is unlimited geographically and
the foregoing noncompetition and non-solicitation requirements
shall be applied on a worldwide basis;
(ii) the duration and geographical limitations imposed with respect to
said noncompetition and non-solicitation requirements are
reasonable;
(iii)the restrictions stated hereinabove are reasonably necessary for
the protection of Company's legitimate proprietary interests.
(i) Employee represents and warrants that his/her experience and
capabilities are such that the restrictive covenants set forth herein
will not prevent him/her from earning his/her livelihood and that
Employee will be fully able to earn an adequate livelihood for
himself/herself and his/her dependents if any such provisions should
be specifically enforced against Employee.
(j) The non-competition and non-solicitation obligations contained herein
shall be extended by the length of time during which Employee shall
have been in breach of any said provisions and during any time the
Company is required to seek compliance by judicial proceeding.
4. Specific Remedies. In addition to any other remedy provided herein or
contemplated under law, and not as liquidated damages, in the even Employee
breaches any material covenant of this Agreement, such breach will
constitute "due cause" for termination of his employment under the
Employment Agreement and the Company shall have the right, but not the
obligation, to purchase from Employee and Employee shall have the
obligation to sell to the Company any or all of the shares of Common Stock
of the Company at a purchase price equal to Employee's cost for such
shares. Such right shall be exercised by written notice to Employee within
sixty (60) days of establishment by consent, judicial decision or
arbitration that Employee so breached this Agreement. Any of Employee's
permitted transferees will be obligated to sell to the Company Common Stock
shares of the Company held by them in the event the Company exercises this
right to purchase.
5. Notices. Any notice required or permitted hereunder shall be in writing and
shall be sufficiently given if personally delivered, delivered by facsimile
telephone transmission, delivered by express delivery service (such as
Federal Express), or mailed first class U.S. mail, postage prepaid,
addressed as follows:
If to Employee:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company:
Exigent International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Counsel
(or such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so
delivered or three (3) days after mailing for domestic mail and seven (7)
days for international mail.
6. Binding Effect; Benefits. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns. Notwithstanding anything contained in this Agreement to the
contrary, nothing in the Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto or their respective
heirs, successors, executors, administrators or assigns any right,
remedies, obligations or liabilities under or by reason of this Agreement.
7. Entire Agreement. This Agreement constitutes the final written expression
of all the agreements between the parties with respect to the subject
matter hereof. No addition to or modification of any provision of this
Agreement shall be binding upon any party unless made in writing and signed
by the party to be bound.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida, without
reference to principles of conflict of laws.
9. Headings. Headings of the Sections of this Agreement are for the
convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
10. No Conflict. Employee represents and warrants that performance of the terms
of this Agreement, including but not limited to Sections 2 and 3 hereof, to
the best of his actual knowledge will not breach any agreement entered into
by Employee, and Employee agrees that he will not enter into any agreement
in conflict herewith. Employee further covenants that
(a) he shall not in the performance of his duties under the Employment
Agreement or hereunder (and the performance of such duties shall not
require him to) utilize any proprietary or confidential information
owned by any third party which he is prohibited from utilizing by
reason of agreement or applicable law, and
(b) he shall not at any time disclose to the Company any proprietary or
confidential information owned by any third party which he is
prohibited from disclosing by reason of agreement or applicable law.
11. Specific Performance. Employee acknowledges and agrees that a breach of his
obligations under this Agreement, including but not limited to Section 2
and 3, will result in irreparable and continuing harm to the Company, for
which there will be no adequate remedy at law (it being understood and
agreed that the Company's remedy under Section 4 herein is not exclusive or
adequate), and agrees that in the event of any breach of this Agreement the
Company, its successors and assigns shall be entitled to injunctive relief
without the necessity of posting bond or other security therefor and
without the necessity of proving irreparable harm, and to such other and
further relief as may be proper.
12. Severablility. If for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid as applied to any particular case in all cases,
such circumstances shall not have the effect of rendering such provision
invalid in any other case or of rendering any of the other provisions of
this Agreement inoperative, unenforceable or invalid.
13. Assignability. Employee may not assign any of his rights or obligations
hereunder without the prior written consent of the Company, which may be
withheld in its sole discretion.
14. Waiver. The failure or delay of the Company at any time to require
performance by Employee of any provision of this Agreement, even if known,
shall not affect the right of the Company to require performance of that
provision or to exercise any right, power or remedy hereunder, and any
waiver by the Company of any breach of any provision of this Agreement
should not be construed as a waiver of any continuing or succeeding breach
of such provision, a waiver of the provision itself, or a waiver of any
right, power or remedy under this Agreement. No notice to or demand on
Employee in any case shall, of itself, entitle Employee to any other or
further notice or demand in similar or other circumstances.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
on the date written above.
EXIGENT INTERNATIONAL, INC.
P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Compensation Committee Chairman
/s/ B.R. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
EXHIBIT E
CONFIDENTIAL NATURE OF COMPANY AFFAIRS
PURPOSE:
It is the policy of Exigent International Inc. (Exigent) that the internal
business affairs of the organization, particularly confidential information and
trade secrets, represent proprietary assets that each employee has a continuing
obligation to protect.
POLICY:
1. CONFIDENTIAL INFORMATION. Information designated as confidential is to
be discussed with no one outside the organization and only discussed
within the organization on a "need to know" basis. In addition,
employees have a responsibility to avoid unnecessary disclosure of
nonconfidential internal information about Exigent, its customers, and
its suppliers. This responsibility is not intended to impede normal
business communications and relationships, but is intended to alert
employees to their obligations to use discretion to safeguard internal
Exigent affairs.
2. VIOLATION OF UNAUTHORIZED ACCESS. Employees authorized to have access
to confidential information must treat the information as proprietary
Exigent property for which they are personally responsible. Employees
are prohibited from attempting to obtain confidential information for
which they have not received authorization. Employees violating this
policy will be subject to discipline, up to and including termination
and may be subject to legal action.
3. MEDIA/INQUIRIES. All media inquiries and other inquiries of a general
nature should be referred to the President or CEO. Also, all press
releases, publications, speeches, and other official declarations must
be approved in advance by the President, Inquiries seeking information
concerning current or former employees should be referred to the
Personnel Department.
4. DISCUSSIONS WITH COMPETING COMPANIES AND EXIGENT CONFIDENTIALITY.
Employees are not to discuss with the officers, directors, or
employees of competing companies any topics which might give the
impression of an illegal agreement in restraint of trade. Such topics
include pricing agreements, customer allocation, and division of sales
territories.
5. MATERIAL INSIDE INFORMATION. Employees are prohibited from disclosing
"material inside" information, that could affect the market value of
Exigent's financial securities, to anyone outside the organization
until such information has been made available to the public by
management. Employees are also prohibited from using such information
for their own personal profit.
I, B. R. ▇▇▇▇▇▇▇, hereby acknowledge I have read and fully understand the above
(Print Name)
policy and agree to comply with all terms, conditions and/or requirements as
stated.
/S/ B.R. ▇▇▇▇▇▇▇ ▇▇▇▇ 11, 1997
-------------------------------- Date
Employee Signature
