Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
V-ONE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
918278-10-2
(CUSIP Number)
James F. Chen
20250 Century Blvd., Suite 300
Germantown, MD 20874
(301) 515-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-2(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits, should be filed with the
Commission. See ss.240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a person's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act(however, see the Notes).
<PAGE>
CUSIP No. 918278-10-2 Page 2 of 14
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Chen Family Limited Partnership 52-1985831
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)(a)(x)
(b)(x)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES None
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------------------------------
8 SHARED VOTING POWER
600,000
---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
600,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(SEE
INSTRUCTIONS)( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- --------------------------------------------------------------------------------
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CUSIP No. 918278-10-2 Page 3 of 14
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James F. Chen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (x)
(b) ( )
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF 3,425,152*
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------------------------------
8 SHARED VOTING POWER
600,000**
---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,425,152*
---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
600,000**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,152*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ( )
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
* Does not include 71,110 shares of Common Stock registered in the name of Mary
S. Chen, Mr. Chen's wife, as trustee of a trust for the benefit of Mr. and Mrs.
Chen's children, or 279,100 shares of Common Stock owned by The Chen Foundation,
Inc. of which Mrs. Chen is the sole director, for which shares Mr. Chen
disclaims beneficial ownership.
** Represents 600,000 shares of Common Stock owned by The Chen Family Limited
Partnership, of which Mr. and Mrs. Chen hold a majority interest.
<PAGE>
CUSIP No. 918278-10-2 Page 4 of 14
Statement on Schedule 13D
This Amendment No. 2 amends and supplements the initial Statement on
Schedule 13D of James F. Chen and The Chen Family Limited Partnership
("Partnership") filed with the Securities and Exchange Commission on May 20,
1997 as amended by Amendment No.1 dated June 6, 1997 filed by James F. Chen, the
Partnership and The Chen Foundation, Inc. (the "Foundation") (as amended by
Amendment No. 1, the "Original Statement") with respect to the beneficial
ownership by such persons of shares of common stock, $0.001 par value per
share("Common Stock"), of V-ONE Corporation, a Delaware corporation ("Issuer").
The filing of this Amendment No. 2 is occasioned by certain sales and other
transfers of 51,800 shares as described in Item 5(c) below. Except as set forth
below, the information contained in the Original Statement is unchanged.
To the extent that any information is provided herein with respect to the
Issuer, such information is provided to the knowledge of James F. Chen, the
Partnership and the Foundation.
ITEM 1. SECURITY AND ISSUER.
The Original Statement, as amended by the Amendment No. 2 ("Amended
Statement"), relates to shares of the Common Stock, $0.001 par value per share,
of V-ONE Corporation, a Delaware corporation. The address of the Issuer's
principal executive offices is 20250 Century Boulevard, Suite 300, Germantown,
Maryland 20874.
ITEM 2. IDENTITY AND BACKGROUND.
The Amended Statement is being filed jointly by James F. Chen and the
Partnership.
(a) James F. Chen is the founder, Chairman of the Board, and director of
V-ONE Corporation. He is a citizen of the United States. His
principal business address is 20250 Century Boulevard, Suite 300,
Germantown, Maryland 20874.
(b) The Partnership is a limited partnership organized under the laws of
the State of South Dakota and was established in order to provide
certain investment opportunities for its partners. The sole general
partner of the Partnership is JFMC, Inc., a Maryland Corporation.
<PAGE>
CUSIP No. 918278-10-2 Page 5 of 14
Mr. Chen and Mary S. Chen, his wife, jointly own all of the
outstanding capital stock of JFMC, Inc. Mr. and Mrs. Chen are the
sole shareholders of JFMC, Inc. Mr. Chen is the President and Chief
Executive Officer, and Mrs. Chen is the Treasurer and Secretary, of
JFMC, Inc. The principal place of business and the location of the
principal office of the Partnership is 12648 Travilah Road, Potomac,
Maryland 20854.
(c) The Foundation is no longer a party to this filing as Mr. Chen no
longer holds a position as an officer or director of the Foundation.
During the past five years, none of the foregoing parties has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violations with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of Common Stock by James F. Chen were made in connection
with the initial capitalization of the Issuer. Mr. and Mrs. Chen transferred
600,000 shares to the Partnership for estate planning purposes. Mr. Chen
transferred 279,100 shares of Common Stock to the Foundation. Except as noted
below, neither Mr. Chen nor the Partnership has any present plans or proposals
that relate to or would result in or cause:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
<PAGE>
CUSIP No. 918278-10-2 Page 6 of 14
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
On November 21, 1997, the Issuer and David D. Dawson entered into an
employment agreement relating to Mr. Dawson's employment by the Issuer as its
President and Chief Executive Officer. Mr. Dawson became a director of the
Issuer on December 12, 1997. Under Mr. Dawson's employment agreement, Mr. Dawson
has the right to nominate a person to serve as a director of the Issuer (in
addition to himself) and the Issuer is required to establish a committee of the
Issuer's Board of Directors ("Board") (composed of Mr. Dawson, Mr. Chen and one
other director chosen by Mr. Dawson and Mr. Chen) to make recommendations for
replacement of the members of the Board during the period ending November 21,
1998. No such committee has yet been established.
In addition, the filing persons reserve the right to adopt such plans and
proposals subject to applicable regulatory requirements, if any; and to transfer
securities of the Issuer directly and/or sell securities of the Issuer in the
open market.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Issuer, there were 13,033,043 shares of Common Stock
outstanding as of February 27, 1998. James F. Chen currently owns beneficially
4,025,152 shares of the Issuer's Common Stock, representing 30.9% of the
outstanding Common Stock. The Partnership directly owns 600,000 shares of Common
Stock of the Issuer, representing 4.6% of the outstanding Common Stock.
<PAGE>
CUSIP No. 918278-10-2 Page 7 of 14
(b) Mr. Chen has sole voting power and dispositive power over the
3,425,152 shares held by him.
JFMC, Inc., the general partner of the Partnership, has sole voting and
dispositive power over the 600,000 shares that the Partnership owns directly.
Mr. and Mrs. Chen jointly own all of the outstanding capital stock of JFMC, Inc.
(c) Except as set forth below, neither Mr. Chen nor the Partnership has
effected any transaction involving the Issuer's Common Stock during the 60 days
prior to the date of this Amended Statement.
At the time of the initial filing, Mr. Chen owned 3,831,052 shares of
Common Stock of the Issuer. On May 30, 1997, Mr. Chen transferred 279,100 shares
of Common Stock to the Foundation as a gift and transferred an additional 75,000
shares of Common Stock to an unaffiliated person in connection with the
settlement of a dispute. As of October 4, 1997, Mr. Chen no longer served as a
director or officer of the Foundation.
On December 31, 1997, Mr. Chen made gifts of 16,800 shares of Common Stock
to certain persons and privately transferred 10,000 shares of Common Stock
(valued at $2.00 per share) in payment for legal services. On February 24, 1998,
he sold 25,000 shares of Common Stock on the Nasdaq National Market at $2.70 per
share.
(d) Except as set forth in this Amended Statement, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities of the Issuer
that are owned beneficially by the reporting persons.
(e) Item 5(e) is not applicable to this Amended Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Joint Filing Agreement dated as of June 6, 1997 (Filed previously).
(b) Employment Agreement dated November 21, 1997 between V-ONE
Corporation and David D. Dawson.
<PAGE>
CUSIP No. 918278-10-2 Page 8 of 14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: March 19, 1998
/s/ James F. Chen
-------------------------
James F. Chen
THE CHEN FAMILY LIMITED
PARTNERSHIP
By: JFMC, Inc., its General
Partner
By:/s/ James F. Chen
-------------------------
James F. Chen, Chairman,
Chief Executive Officer
and President
<PAGE>
CUSIP No. 918278-10-2 Page 9 of 14
Exhibit (b)
V-ONE CORPORATION
20250 Century Blvd.
Suite 300
Germantown, MD 20874
November 21, 1997
Employment Agreement
V-One Corporation, a Delaware corporation (the "Company"), and David D. Dawson
agree as follows:
1. POSITIONS AND RESPONSIBILITIES
1.1 You shall serve in the executive capacity as President and Chief
Executive Officer and perform the duties customarily associated with such
capacity from time to time and at such place or places as the Company shall
designate or as shall be appropriate and necessary in connection with such
employment.
1.2. You will, to the best of your ability, devote your full
professional time and best efforts to the performance of your duties hereunder
and the business and affairs of the Company.
1.3. You will duly, punctually and faithfully perform and observe any
and all rules and regulations which the Company may now or shall hereafter
reasonably establish governing the conduct of its business.
1.4. Subject to confirmation by the present Board of Directors, in
accordance with the Charter and Bylaws of the Company, you will be elected as a
director to fill a term expiring at the annual meeting of shareholders in the
year 2000; provided, however, that in the event you employment as CEO should
terminate for any reason, you hereby irrevocably agree to resign as a director
effective upon such termination.
2. TERM OF EMPLOYMENT
2.1. The term of your employment agreement shall commence on November
21st 1997 and terminate in two years, subject to automatic renewal for
successive one-year terms unless either party shall have notified the other in
writing not less than 30 days prior to the then current expiration date of this
Agreement of such party's determination not to renew this Agreement.
2.2. The Company shall have the right, on written notice to you,
(a) to terminate your employment immediately at any time for
cause, or
<PAGE>
Page 10 of 14
(b) to terminate your employment at any time after November
21st 1997, or to not renew the Agreement at any time, without cause provided the
Company shall be obligated in either case to pay to you as severance pay an
amount equal to one year's base salary (or, if greater than one year, base
salary for the remainder of the period from the date of termination to November
21st 1999) less applicable taxes and other required withholding and any amount
you may owe to the Company, payable in full immediately upon such termination.
2.3. For purposes of Section 2,2, you may be terminated for cause if,
in the reasonable determination of the Company's Board of Directors, you are
convicted of any felony or of any crime involving moral turpitude, or
participate in fraud against the Company, or wrongfully disclose any trade
secrets or other confidential information of the Company to any of its
competitors, or materially breach Section 5 of this Agreement or any provisions
of the Proprietary Information Agreement (as defined in Section 6 hereof)
between you and the Company.
3. COMPENSATION; STOCK OPTIONS; RELOCATION
3.1. The Company shall pay to you for the services to be rendered
hereunder a base salary at an annual rate of $200,000 subject to increase, in
accordance with the policies of the Company as determined by its Board of
Directors from time to time, payable in installments in accordance with Company
policy.
(a) The Compensation Committee of the Board of Directors will
review the base salary from time to time, no less frequently than annually, and
may in its sole discretion adjust the base salary upward but not downward, to
reflect performance, appropriate industry guideline data and other factors.
(b) If certain performance goals reasonably established from
time to time by the Board of Directors of the Company are met, you will be
entitled to a cash performance bonus of 40% of base salary, with respect to each
fiscal year. The amount of such bonus percentage may be increased but not
decreased by the Board of Directors of the Company. Performance in excess of
100% of plan objectives will be rewarded at an incrementally higher percentage.
Metrics will also be reasonably established to measure and compensate
appropriately for performance below the plan goals.
3.2. You shall also be entitled to all rights and benefits for which
you shall be eligible under deferred bonus, pension, group insurance,
profit-sharing or other Company benefits which may be in force from time to time
and provided for the Company's executives generally.
3.3. You will be reimbursed for reasonable expenses incurred on behalf
of the Company upon presentation of appropriate receipts.
3.4 Stock Options
You have been granted option to purchase 800,000 shares of V-One
Corporation Common Stock. The purchase price per share is $3.125 The option
vests over four years at a rate of one-fourth per year on each of November 21st
1998, 1999, 2000 and 2001. In the event that the Company should terminate you
without case, then the option for the year in which such termination occurs
<PAGE>
Page 11 of 14
shall fully vest and shall be exercisable within 90 days. All unvested options
will also immediately vest in full upon the declaration of an Change in Control
as set forth in Paragraph 2.06 of the V-One 1996 Incentive Stock Plan.
The options granted will be ISO's as defined by the Internal Revenue
Code to the maximum extent possible. Options above that limit will issued as
non-qualified stock options.
Unvested warrants/options will expire in the event your employment is
terminated voluntarily by you, or in the event your employment is terminated by
the Company for cause.
3.5 Relocation
The Company will pay for your direct relocation expenses, including the
reasonable and customary cost of moving your household goods and reasonable and
customary closing costs for the sale of your present home and the purchase of a
new home, such as real estate brokers' commissions, together with an additional
Amount of cash sufficient to pay any personal income taxes payable as a result
of the Company's payment of your direct relocation expenses. In the interim, the
Company will also provide you a furnished apartment, or suitable living
quarters, in the general vicinity of the Company's corporate headquarters. The
total amount of moving & living expenses associated with your relocation will be
limited to $60,000.
4. BOARD OF DIRECTORS
Subject to the provisions of the Company's charter and bylaws, one
directorship (in addition to your own) shall be reserved for election of a
person nominated by you and approved by a majority of the directors. In
addition, a committee of the Board, consisting of you, James F. Chan, and one
other director agreed upon by you and James F. Chen will be formed to make
recommendations for replacement of members of the Board of Directors during the
first twelve months of your tenure. Notwithstanding the foregoing, however, it
is understood and agreed that no action concerning the composition of the Board
of Directors shall be taken except in strict conformity with the charter and
bylaws of the Company. It is further understood that the charter presently
provides that a director may not be removed from office except for cause and
upon a vote of at least 67% of the outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors cast at a
meeting called for that purpose.
5. OTHER ACTIVITIES DURING EMPLOYMENT
5.1 Except as stated herein or with the prior written consent of the
Company's Board of Directors, you will not during the term of this Agreement
undertake or engage in any other employment, occupation or business enterprise
other than ones in which you are a passive investor with the exception of your
current position on the Board of Directors of Progressive Systems which all
parties acknowledge is not in competition with the Company.
5.2. Except as permitted by Section 5.3, you will not acquire, assume
or participate in, directly or indirectly, any position, investment or interest
<PAGE>
Page 12 of 14
adverse or antagonistic to the Company, its business or prospects, financial or
otherwise, or take any action toward or looking toward any of the foregoing.
5.3. During the term of your employment by the Company except on behalf
of the Company or its subsidiaries, you will not directly or indirectly, whether
as an officer, director, stockholder, partner, proprietor, associate,
representative, consultant, or otherwise become or be interested in any other
person, Corporation, firm, partnership or other entity whatsoever which
manufactures, markets, sells, distributes or provides consulting services
concerning products or services which compete with those of the Company or any
of its subsidiaries. However, nothing in this Section 5.3 shall preclude you
from holding less than ten percent of the outstanding capital stock of any
corporation required to file periodic reports with the Securities and Exchange
Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the securities of which are listed on any Securities exchange, quoted
on the National Association of Securities Dealers Automated Quotation System or
traded in the over-the-counter market. During the term of your employment with
the Company you will also not directly or indirectly intentionally solicit,
endeavor to entice away from he Company, or any of its subsidiaries, or
otherwise interfere with the relationship of the Company, or any of its
subsidiaries with, any person who is employed by or otherwise engaged to perform
services for the Company, or any of its subsidiaries (including, but not limited
to, any independent sales representatives or organizations), or any person or
entity who is, or was within the then most recent 12-month period, a customer or
client of the Company, or any of its subsidiaries, whether for your own account
or for the account of any other person, corporation, firm, partnership or other
entity whatsoever.
6. FORMER EMPLOYMENT
6.1. You represent and warrant that your employment by the Company will
not conflict with and will not be constrained by any prior employment or
consulting agreement or relationship. You represent and warrant that you do not
possess confidential information arising out of prior employment which, in your
best judgment, could be utilized in connection with your employment by the
company in the absence of Section 6.2.
6.2. If, in spite of the second sentence of Section 6.1, you should
find that confidential information belonging to any former employer might be
usable in connection with the company's business, you will not intentionally
disclose to the Company or use on behalf of the Company any confidential
information belonging to any other former employers; but during your employment
by the company you will use in the performance of your duties all information
which is generally known and used by persons with training and experience
comparable to your own and all information which is common knowledge in the
industry or otherwise legally in the public domain.
7. PROPRIETARY INFORMATION AND INVENTIONS You agree to be bound by the
provisions of the Proprietary Information Agreement dated the date of this
Agreement between you and the Company (the 'Proprietary Information Agreement').
8. SURVIVAL Your duties under the Proprietary Information Agreement shall
survive termination of your employment with the Company to the extent provided
under such Proprietary Information Agreement.
<PAGE>
Page 13 of 14
9. ASSIGNMENT This Agreement and the rights and obligations of the parties
hereto bind and inure to the benefit of any successor or successors of the
Company by way reorganization, or merger and any assignee of all or
substantially all or its business and properties, but, except as to any such
successor or assignee of the Company, neither this Agreement nor any rights or
benefits hereunder may be assigned by the Company or by you.
10. INTERPRETATION In case any one or more of the provisions contained in the
agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the other provision of this agreement; and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein. If, moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.
11. NOTICES Any notice which the Company is required or may desire to give to
you shall be given by personal delivery or registered or certified mail, return
receipt requested, addressed to you at the address of record with the Company,
or at such other place as you may from time to time designate in writing. Any
notice which you are required or may desire to give to the Company hereunder
shall be given by personal delivery or by registered or certified mail return
receipt requested, addressed to the Company at its principal office, or at such
other office as the Company may from time to time designate in writing, to the
attention of the Chairman of the Compensation Committee. The date of personal
delivery or the date of mailing such notice shall be deemed to be the date of
delivery thereof.
12. WAIVER If either party should waive any breach of any provisions of this
Agreement, he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provisions of this Agreement
13. COMPLETE AGREEMENT AMENDMENTS The foregoing, together with a proprietary
Information Agreement between you and the Company, is the entire agreement of
the parties with respect to the subject matter thereof and supersedes all prior
understandings. This Agreement may not be amended, supplemented canceled or
discharged except by written instrument executed by both parties hereto.
14. APPLICABLE LAW This agreement has been negotiated in, and shall be governed
by the laws of the State of Maryland, without giving effect to conflict of law
principles.
<PAGE>
Page 14 of 14
15. HEADING The heading of the sections hereof are inserted for convenience only
and deemed to constitute a part hereof nor to affect the meaning thereof.
V-One Corporation
By /s/ William E. Odom
--------------------------
Chairman, Compensation Committee
Board of Directors
Accepted and agreed as of the
21st Day of November 1997
/s/ David D. Dawson
- ------------------------
David D. Dawson
