EMPLOYMENT AGREEMENT
This Agreement is entered into this 21st day of June, 1995, by
and between Hadron, Inc. (the "Employer" or the "Company") and S.
Xxxxx Xxxxxx ("Employee").
WHEREAS, the Company and Employee have agreed to terms upon
which Employee will continue to be employed by Employer and wish
to set forth such terms and conditions in writing;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ Employee as
its EXECUTIVE VICE PRESIDENT for the term as hereinafter set
forth. Employee shall perform such duties and exercise such
supervision and powers over and with regard to the business
of the Company as are consistent with her position.
Employee shall report to the Chairman and/or Chief Executive
Officer of the Company.
2. Term. The initial term of this Agreement shall be two (2)
years, effective July 1, 1995.
3. Base Salary and Time Allotment. During the term of the
Agreement, Employee shall be available to the Employer four
(4) days per week. For this, the Employee's base salary for
this year shall be $85,000. It is understood and agreed to
by the Company that during the work week the Employee
renders consulting services to, and receives remuneration
from, other non-competitive entities. The Employee's base
salary for the second year shall reflect an increase in base
salary, as determined by the Board of Directors, in its sole
discretion; however, such increase shall, at the minimum, be
proportionate to that given to other executive officers of
the Company. The base salary shall be payable on a bi-
weekly basis or such other basis as the Company uses to pay
its executive officers.
4. Stock Options. The Company shall grant to Employee options
in its Incentive Stock Option Plan in such amount as
determined by the Board of Directors. Such amount shall be
commensurate with the duties and responsibilities of the
Employee.
5. Annual Bonus. In addition to the Employee's Base Salary,
the Employee shall be eligible to earn an annual bonus at
the recommendation of the Chairman and the Compensation
Committee, and with the approval of the Board of Directors.
The amount of the bonus shall take into consideration the
overall contribution of the Employee to strategic and day-
to-day operating improvements within the Company and the
improvement of Corporate Relations programs (including, but
not limited to, employee communications programs, employee
savings programs, health benefits programs, insurance
arrangements, corporate administration, public relations,
and financial/investor relations programs).
6. Car Allowance. The Employee shall receive an automobile
allowance in the amount of $350 per month for the first year
of the Agreement, to increase in proportion to other
executive officers of the Company for the second year of the
Agreement.
7. Other Benefits. Employee shall be fully reimbursed by the
Company for all expenses reasonably incurred in connection
with the performance of Employee's duties, upon presentation
of expense statements and such other supporting information
as the Company may reasonably require. The Company shall
provide to Employee the insurance and medical coverage
provided to the Company's executive officers, on the same
terms and conditions. Additionally, Employee shall be
entitled to four weeks of paid vacation for each year of
employment.
8. Termination and/or Renewal. The Company shall have the
right to terminate this employment Agreement for cause on
the grounds that Employee acted dishonestly in any activity
related to this job; Employee has exhibited signs of
alcohol or drug dependency; Employee has been convicted of a
felony or crime of moral turpitude; or for gross neglect of
her duties. If Employee is terminated for cause, as defined
herein, or leaves the employ of Hadron voluntarily, then no
remuneration will be due past the date of termination. Any
renewal of this Agreement, or any subsequent employment
Agreement, shall be completed prior to June 30, 1997. In
the event that a contract is not renewed by June 30, 1997,
the Employee will receive a severance payment equal to six
months at the then current Base Salary, paid out over a
period of six months.
9. Indemnification. The Company shall indemnify and hold
Employee harmless from and against any and all causes of
action, claims, costs, liabilities, expenses, attorneys'
fees or damages arising from Employee's performance of her
duties as described herein, except however where such
claims, etc. are a result of Employee's gross negligence or
willful misconduct.
10. Full Authority. Each party represents to the other that: it
has full power and authority to execute, deliver and perform
this Agreement; all necessary corporate action on its part
for the execution, delivery and performance of this
Agreement by it has been duly taken; this Agreement has been
duly authorized and executed by it; it is a legal, valid and
binding Agreement, enforceable against such party in
accordance with its terms.
11. Entire Agreement/Assignment/Governing Law. This Agreement
shall be binding upon and inure to the benefit of Hadron and
its successors and assigns. This Agreement shall not be
assignable by either party hereto without the written
consent of the other party. This Agreement constitutes the
entire Agreement between the parties and shall supersede all
previous communications, representations, understandings,
and Agreements, either oral or written between the parties
or any officials or representatives thereof. This Agreement
shall be governed by and interpreted in accordance with the
laws of the Commonwealth of Virginia.
12. Waivers. A waiver by any party of a breach of any provision
of this Agreement shall not operate as or be construed to be
a waiver of any other breach of such provision or of any
breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver or
modification of this Agreement must be in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 21st day of June, 1995.
HADRON, INC.
BY: /S/ X.X. Xxxxxxx /S/ S. Xxxxx Xxxxxx
_____________________ _________________________
X.X. Xxxxxxx S. Xxxxx Xxxxxx
Chairman and
Chief Executive Officer
