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EXHIBIT 10.29
EMPLOYMENT AGREEMENT
This Agreement is entered into as of this 1st day of April, 2000, by and
between HADRON, INC., (the "Company") and Jon M. Stout ("Employee").
WHEREAS, the Company and Employee have agreed to terms upon which Employee
will be employed by the Company 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 CHIEF
EXECUTIVE OFFICER 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 his position. Employee shall report to the Board of Directors
(the "Board") of the Company. During the term of this Agreement,
Employee shall devote such time to the business of the Company as
Employee and the Board deem appropriate, and the Company hereby
expressly acknowledges that Employee is employed by other companies
and agrees that Employee may continue that employment, so long as no
conflict exists between the Company and such other entities. If
Employee determines that a conflict has or may arise between his other
employment and his duties and responsibilities to the Company,
Employee shall notify the Board and shall assist the Board to
establish and implement appropriate procedures to resolve the
conflict. Employee shall inform the Board of the extent and nature of
his activities on behalf of the Company on a periodic basis.
2. Limitations on Duties. The Company acknowledges that Stout my be
subject to certain restrictions arising out of a NonCompetition
Agreement entered into between Stout and Northrop Grumman Corporation,
arising out of Stout's prior position with Data Procurement
Corporation, Inc. ("DPC"). The Company further acknowledges that in
order to avoid having Stout possibly violate the NonCompetition
Agreement, the Company has agreed to the following limitations on
Stout's responsibilities:
a. Current Contracts with the National Security Agency. The Company
acknowledges that at the time of execution of this Agreement a
subsidiary of the Company, (EISI), is performing two contracts
for the National Security Agency, which was a client of DPC
during Stout's tenure with DPC. It is agreed and understood that
Stout will not have any involvement with these two contracts with
NSA. All day-to-day decisions regarding these contracts are to be
handled by other officers of the Company, and Stout will not have
any communications with such other officers concerning the
Company's performance under these contracts. If a decision is
required on one or more of these contracts which
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would, under normal circumstances, be handled by the Chief
Executive Officer, such issue will be referred to the Chairman of
the Board of Directors.
b. Prospective Contracts with the National Security Agency. The
Company further acknowledges that the Company is precluded from
seeking any further contracts (other than the contracts referred
to in Section 2a above including extensions and follow-ons
thereof) from the National Security Agency due to the
NonCompetition Agreement entered into by Stout and Northrop
Grumman during the term of the NonCompetition Agreement, unless a
waiver of the NonCompetition Agreement is obtained by the Chief
Executive Officer of Northrop Grumman prior to seeking such
contracts.
3. Term. The Company hereby agrees to continue Employee in its employ,
and Employee hereby agrees to remain in the employ of the Company, in
accordance with the terms and provisions of this Agreement, for the
period commencing on the date of this Agreement (the "Effective Date")
and ending on the second anniversary of such date (the "Employment
Period"). Subject to the provisions of Section 8 hereof, the
Employment Period shall be a constant rolling period of two (2) years,
commencing on the Effective Date, with the result that, for each day
after the Effective Date, Employee's term of employment shall be
extended for an additional day so that at all times the remaining
period of Employee's term of employment shall be two (2) years;
provided that the Employment Period shall end at the first day of the
month following Employee's sixty-fifth (65th) birthday.
4. Base Salary and Time Allotment. During the term of the Agreement,
Employee shall be available to the Employer thirty (30) hours per
week. For this, the Employee's initial annual base salary shall be
$50,000 for the first six-months of employment, after which time shall
be increased to $140,000 annually. Employee's base salary for the
future years shall be determined by the Compensation Committee of the
Board in its sole discretion. The base salary shall be payable on a
bi-weekly basis or such other basis as the Company uses to pay its
executive officers.
5. Stock Options. The Company shall grant to Employee options in its
Incentive Stock Option Plan ("Options") in such amount as determined
by the Board, but such amount shall not be less than 15,000 Options.
Such amount shall be commensurate with the duties and responsibilities
of Employee.
6. Annual Bonus. In addition to Employee's Base Salary, Employee shall
be eligible to earn an annual bonus, in accordance with the Company's
Bonus Plan, if one is in effect, or by action of the Board at the
recommendation of the Compensation Committee.
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7. Fringe Benefits. Employee shall receive fringe benefits, including an
automobile allowance in the initial amount of $350 per month,
consistent with the Company's policies for executive officers and as
approved by the Board.
8. 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.
Unless waived by Employee, the Company shall provide to Employee the
insurance and medical coverage provided to the Company's executive
officers, on the same terms and conditions. Unless otherwise agreed to
by the Board and Employee, Employee shall be entitled to four weeks of
paid vacation during each year of employment.
9. Termination and/or Renewal. The Company shall have the right to
terminate this Employment Agreement for Cause on the grounds that: (i)
Employee acted dishonestly in any activity related to this job; (ii)
Employee has been convicted of a felony or crime of moral turpitude;
or (iii) for Employee's gross neglect of his duties. If Employee is
terminated for Cause, as defined herein, or leaves the employ of the
Company voluntarily, then no remuneration will be due past the date of
termination.
If, during the Employment Period, the Company shall terminate
Employee's employment other than for Cause, the Company shall pay to
Employee in a lump sum in cash within 30 days after the date of
termination the sum of (1) Employee's base salary and bonus through
the date of termination to the extent not therefore paid; (2) any
compensation previously deferred by Employee (together with any
accrued interest or earnings thereon) to the extent not therefore
paid; (3) any accrued vacation pay, to the extent not therefore paid;
and (4) the base salary that would have been payable to Employee from
the Date of Termination to the end of the Employment Period.
10. Indemnification. The Company shall indemnify and hold Employee
harmless from and against any and all causes of action, claims, costs,
liabilities, expenses, attorney's fees or damages arising from
Employee's performance of his duties as described herein, except
however where such claims, etc. are a result of Employee's gross
negligence or willful misconduct.
11. Full Authority. Each party represents to the other that: (i) it has
full power and authority to execute, deliver and perform this
Agreement and to take all necessary corporate action on its part for
the execution, delivery and performance of this Agreement by it has
been duly taken; (ii) this Agreement has been duly authorized and
executed by it; (iii) it is a legal, valid and binding Agreement,
enforceable against such party in accordance with its terms.
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12. Entire Agreement/Assignment/Governing Law. This Agreement shall be
binding upon and inure to the benefit of the Company 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.
13. 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.
(This space intentionally left blank.)
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day first written above.
HADRON, INC. ACCEPTED & AGREED TO:
By:______________________________ _______________________________
C. W. Gilluly Jon M. Stout
Chairman
Board of Directors
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