EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of July 1, 1999, by and between CIBER, INC., a Delaware corporation
("Corporation"), and JOSEPH A. MANCUSO ("Officer").
RECITAL
Corporation desires to employ Officer in the position set forth on
EXHIBIT A, and Officer is willing to accept such employment by Corporation,
on the terms and subject to the conditions set forth in this Agreement.
AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
1. DUTIES. Officer agrees to be employed by and to serve
Corporation in the position set forth on EXHIBIT A, and Corporation agrees to
employ and retain Officer in such capacity. Officer shall devote all of his
business time, energy and skill to the affairs of Corporation. Officer shall
have powers and duties commensurate with his position set forth on EXHIBIT A.
Officer shall comply with the general management policies of Corporation as
announced from time to time. Officer's principal place of business with
respect to his services to Corporation shall be within twenty (20) miles of
the central business district of Denver, Colorado, although Officer shall be
required at various times to travel as part of his duties.
2. TERM OF EMPLOYMENT. The initial term of employment of Officer
by Corporation shall be from the date of this Agreement through June 30,
2000, unless terminated earlier pursuant to this Agreement. This Agreement
shall renew automatically for a period of one year on July 1, 2000 and on
each subsequent anniversary date thereof, subject to the termination
provisions hereof.
3. SALARY, BENEFITS AND BONUS COMPENSATION.
3.1 BASE SALARY. Corporation agrees to pay to Officer
initially a "Base Salary" as set forth on EXHIBIT A, payable in twenty-six
(26) equal biweekly installments. The Base Salary for each fiscal year
(currently July 1 through June 30 of each year) or portion thereof after
fiscal year 2000 shall be as determined in the sole discretion of the Board
of Directors, but shall not be less than $240,000 per annum. In the absence
of and until any salary determination by the Board, Officer's Base Salary for
a particular fiscal year shall be identical to Officer's Base Salary in
effect on June 30th of the immediately preceding fiscal year.
3.2 BONUSES. Officer shall be eligible to receive a bonus
for the fiscal year ending June 30, 2000, provided the Officer remains an
employee through such date. Such bonus will be determined in accordance with
the formula described on EXHIBIT A and paid within seventy-five days after
the year and to which such bonus relates. The bonus for each fiscal year or
portion thereof after fiscal year 2000 shall be determined in the sole
discretion of the Board of Directors.
3.3 ADDITIONAL BENEFITS. During the term of his
employment, Officer shall be entitled to the following fringe benefits:
3.3.1 OFFICER BENEFITS. Officer shall be eligible to
participate in such of Corporation's benefit and compensation plans as may be
generally available to executive officers of Corporation, including, without
limitation, profit sharing, medical, dental and health plans, and life and
disability insurance plans, according to their terms. All such benefit plans
may be amended or discontinued in the sole discretion of Corporation.
3.3.2 BUSINESS EXPENSES. Corporation shall reimburse
Officer for all reasonable and necessary expenses incurred in carrying out
his duties under this Agreement, including travel and entertainment expenses.
Officer shall present monthly to Corporation an itemized account of such
expenses in such form as may be required by Corporation.
3.3.3 VACATION. Officer shall be entitled to vacation
time generally available to executive officers of Corporation during which
vacation time his compensation shall be paid in full.
3.4 OPTION TO ACQUIRE COMMON STOCK. Officer has been granted
options, pursuant to and subject to the terms and conditions of Corporation's
Equity Incentive Plan and the option agreements executed by and between
Officer and the Corporation, to purchase certain shares of Corporation's
Common Stock at the exercise price or prices stated in the option agreements.
Such option agreements remain in effect in accordance with their terms and
are unaffected by this Agreement. Any further options shall be granted at the
sole discretion of the Corporation's Board of Directors.
4. TERMINATION OF EMPLOYMENT.
4.1 TERMINATION FOR CAUSE. Termination for Cause (as
defined below) of Officer's employment may be effected by Corporation at any
time without liability except as specifically set forth in this Subsection.
The termination shall be effected by written notification to Officer and
shall be effective as of the time set forth in such notice. At the effective
time of a Termination for Cause, Officer immediately shall be paid all
accrued Base Salary and any reasonable and necessary business expenses
incurred by Officer in connection with his duties hereunder, all to the date
of termination. In addition, Officer shall be entitled to benefits under any
benefit plans of Corporation in which Officer is a participant to the full
extent of Officer's rights under such plans.
4.2 TERMINATION OTHER THAN FOR CAUSE. Corporation may
effect a Termination Other Than for Cause (as defined below) of Officer's
employment at any time upon giving written notice to Officer of such
termination and without liability except as specifically set forth in this
Subsection. The termination shall be effective as of the time set forth in
such notice. At the effective time of any Termination Other Than for Cause,
Officer shall immediately be paid all accrued Base Salary and any reasonable
and necessary business expenses incurred by Officer in connection with his
duties hereunder, all to the effective time of termination. Officer shall
also be
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entitled to be paid any unpaid bonus compensation and such unpaid bonus
compensation shall be paid promptly once it has been determined, but no later
than sixty (60) days after the first quarter end following termination.
Unpaid bonus compensation for the purposes of this Section 4 shall be an
amount equal to the product of (i) 5% of the difference between Officer's
total accrual basis bonus compensation for the immediately preceding fiscal
year (or if such bonus compensation has not been determined, Officer's bonus
compensation for the fiscal year preceding such immediately preceding fiscal
year) and any amount pre-paid against Officer's bonus compensation for the
fiscal year during which termination occurs, and (ii) the number of full
calendar months of Officer's employment during the fiscal year in which
termination occurs. In addition, Officer shall immediately be paid the
percentage of his Base Salary set forth on EXHIBIT A. Officer shall also be
entitled to benefits under any benefit plans of Corporation in which Officer
is a participant to the full extent of Officer's rights under such plans, and
Corporation shall pay Officer's medical, life and disability insurance
premiums under Corporation's plans (or shall pay Officer a sum in cash, not
to exceed $1,000.00 per month, to pay private plan premiums for coverage
substantially the same as Corporation's) for the number of months following
termination set forth on EXHIBIT A.
4.3 TERMINATION BY REASON OF DISABILITY. If Officer, in the
reasonable judgment of the Board of Directors of Corporation, has failed to
perform his duties under this Agreement on account of illness or physical or
mental incapacity, and such illness or incapacity continues for a period of
more than six (6) months, then the question of whether Officer's illness or
incapacity is reasonably likely to continue shall be submitted to
Corporation's or, if disability insurance is maintained by Officer, Officer's
disability insurance carrier for determination. In the event such insurance
carrier determines that Officer is subject to such an illness or incapacity,
Corporation shall have the right to terminate Officer's employment
("Termination for Disability") by written notification to Officer and payment
to Officer of all accrued Base Salary, unpaid bonus compensation (prorated as
provided in Section 4.2) and any reasonable and necessary business expenses
incurred by Officer in connection with his duties hereunder, all to the date
of termination. In addition, Officer shall immediately be paid the percentage
of his Base Salary set forth on EXHIBIT A. Officer shall also be entitled to
benefits under any benefit plans in which Officer is a participant, including
disability benefits which may be provided pursuant to Section 3.3.1, to the
full extent of Officer's rights under such plans, and Corporation shall pay
Officer's medical, life and disability insurance premiums under Corporation's
plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month,
to pay private plan premiums for coverage substantially the same as
Corporation's) for the number of months following termination set forth on
EXHIBIT A.
4.4 DEATH. In the event of Officer's death during the term
of employment, Officer's employment shall be deemed to have terminated as of
the last day of the month during which his death occurs, and Corporation
shall pay promptly to his estate (a) all accrued Base Salary, unpaid bonus
compensation (as defined in Section 4.2) and any reasonable and necessary
business expenses incurred by Officer in connection with his duties
hereunder, all to the date of termination, and (b) the percentage of
Officer's Base Salary set forth on EXHIBIT A payable immediately on the
effective day of termination. Officer's estate shall also be entitled to
benefits under any benefit plans of Corporation in which Officer is a
participant to the full extent of Officer's rights under such plans.
4.5 VOLUNTARY TERMINATION. In the event of a Voluntary
Termination (as defined below) by Officer, Corporation shall immediately pay
all accrued Base Salary and any
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reasonable and necessary business expenses incurred by Officer in connection
with his duties hereunder, all to the date of termination.
4.6 TERMINATION UPON A CHANGE IN CONTROL. In the event of a
Termination Upon a Change in Control (as defined below), Officer shall
immediately be paid all accrued Base Salary, unpaid bonus compensation (as
defined in Section 4.2) and any reasonable and necessary business expenses
incurred by Officer in connection with his duties hereunder, all to the date
of termination. In addition, Officer shall immediately be paid the amount set
forth on EXHIBIT A. Officer shall also be entitled to benefits under any
benefit plans of Corporation in which Officer is a participant to the full
extent of Officer's rights under such plans, and Corporation shall pay
Officer's medical, life and disability insurance premiums under Corporation's
plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month,
to pay private plan premiums for coverage substantially the same as
Corporation's) for the number of months following termination set forth on
EXHIBIT A. Notwithstanding the foregoing, solely in the event of a
Termination Upon Change in Control, the aggregate amount of severance
compensation paid to an Officer under this Agreement or otherwise shall not
include any amount that the Corporation is prohibited from deducting for
federal income tax purposes by virtue of Section 280G of the Internal Revenue
Code or any successor provision.
4.7 OTHER BENEFITS. Nothing in this Article 4 shall be
deemed to limit or restrict any right or benefit of Officer under
Corporation's Certificate of Incorporation, Bylaws or other documents or
agreements of the Corporation applicable to Officer.
5. PROTECTION OF CORPORATION'S BUSINESS.
5.1 NO COMPETITION. Officer shall not, during the term of
his employment and for eighteen (18) months following the termination of his
employment, work as an employee or independent contractor or become an
investor or lender of any business, corporation, partnership or other entity
engaged in a Competing Business. An investment by Officer of up to 2% of the
outstanding equity in a publicly-traded corporation shall not constitute a
violation of this Section 5.1. A "Competing Business" is a business which
Corporation has engaged in, or has actively investigated engaging in, at any
time during the twenty-four (24) months prior to the termination of Officer's
employment in which Officer had responsibility to manage, direct or supervise.
5.2 NO SOLICITATION OF CLIENTS. Officer shall not, during
the term of his employment and for eighteen (18) months following the
termination of his employment (unless Corporation grants him written
authorization): (a) call upon, cause to be called upon, solicit or assist in
the solicitation of, any client or potential client of Corporation for the
purpose of selling, renting or supplying any product or service competitive
with the products or services of Corporation; (b) provide any product or
services to any client or potential client of Corporation which is
competitive with the products or services of Corporation; or (c) request,
recommend or advise any client or potential client to cease or curtail doing
business with the Corporation. Any individual, governmental authority,
corporation, partnership or other entity to whom Corporation has provided
services or products at any time prior to or during Officer's employment or
to whom Corporation has made one or more sales or sales calls during the
eighteen (18) month period preceding the date of termination of Officer's
employment shall be deemed a client or potential client.
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5.3 NO HIRE OF OTHER EMPLOYEES OR CONTRACTORS. Except on
behalf of the Corporation, Officer shall not, during the term of his
employment and for a period of eighteen (18) months following the termination
of his employment: (a) employ, engage or seek to employ or engage any
individual or entity, on behalf of Officer or any entity (including a client
of Corporation), who is employed or engaged by Corporation or who was
employed or engaged by the Corporation during the six (6) month period
preceding Officer's termination; (b) solicit, recommend or advise any
employee of the Corporation or independent contractor to terminate their
employment or engagement with the Corporation for any reason; or (c) solicit
recruiting prospects and/or candidates whose files are actively maintained or
have been maintained during the last six (6) months prior to Officer's
termination by the Corporation.
6. CONFIDENTIALITY.
6.1 CONFIDENTIAL INFORMATION AND MATERIALS. All of the
Confidential Information and Materials, as defined herein, are and shall
continue to be the exclusive confidential property and trade secrets of
Corporation. Confidential Information and Materials have been or will be
disclosed to Officer solely by virtue of his employment with Corporation and
solely for the purpose of assisting him in performing his duties for
Corporation. "Confidential Information and Materials" refers to all
information belonging to or used by Corporation or Corporation's clients
relating to internal operations, procedures and policies, finances, income,
profits, business strategies, pricing, billing information, compensation and
other personnel information, client contacts, sales lists, employee lists,
technology, software source codes, programs, costs, marketing plans,
developmental plans, computer programs, computer systems, inventions,
developments, personnel manuals, computer program manuals, programs and
system designs, and trade secrets of every kind and character, whether or not
they constitute a trade secret under applicable law and whether developed by
Officer during or after business hours. Officer acknowledges and agrees all
Confidential Information and Materials shall, to the extent possible, be
considered works made for hire for the Corporation under applicable copyright
law. To the extent any Confidential Information and Materials are not deemed
to be a work made for hire, Officer hereby assigns to the Corporation any
rights he may have or may acquire in such Confidential Information and
Materials as they are created, throughout the world, in perpetuity. Further,
Officer hereby waives any and all moral rights he may have in such
Confidential Information and Materials. Notwithstanding the foregoing, the
Corporation acknowledges that it shall have no right to inventions or other
material for which no equipment, supplies, facilities or Confidential
Information and Material of the Corporation are used and which are developed
entirely on Officer's own time and (i) do not relate directly to the business
of the Corporation or (ii) do not result from any work performed by Officer
hereunder.
6.2 NON-DISCLOSURE AND NON-USE. Officer may use
Confidential Information and Material while an employee of Corporation and in
the course of that employment to the extent deemed necessary by Corporation
for the performance of Officer's responsibilities. Such permission expires
upon termination of his employment with Corporation or on notice from
Corporation. Officer shall not, either during or after his employment with
Corporation, disclose any Confidential Information or Materials to any
person, firm, corporation, association or other entity for any reason or
purpose unless expressly permitted by Corporation in writing. Officer shall
not use, in any manner other than to further Corporation's business, any
Confidential Information or Materials of Corporation. Upon termination of his
employment, Officer shall immediately return all Confidential Information or
Materials or other property of Corporation or its clients or potential
clients in his possession or control.
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7. DEFINITIONS.
7.1 DEFINITIONS. For purposes of this Agreement, the
following terms shall have the following meanings:
7.1.1 "Termination for Cause" shall mean termination by
Corporation of Officer's employment by Corporation by reason of Officer's
conviction of any felony crime, Officer's willful dishonesty towards, fraud
upon or deliberate injury or attempted injury to Corporation or its clients,
Officer's material breach of this Agreement, or any material reason that
constitutes cause under applicable law.
7.1.2 "Termination Other Than for Cause" shall mean
termination by Corporation of Officer's employment by Corporation other than
a Termination for Cause, Termination Upon Change in Control, Termination for
Disability, or for any or no reason.
7.1.3 "Termination Upon a Change in Control" shall mean
a termination by Corporation or any successor thereto of Officer's employment
with the Corporation or such successor for any reason or a termination by the
Officer for Good Reason (as defined below) of the Officer's employment with
the Corporation or any successor thereto within one hundred eighty (180) days
from the date on which any of the following occurs: (a) any "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934 (the "1934 Act")), other than Bobby G. Stevenson or a
trustee or other fiduciary holding securities under an employee benefit plan
of Corporation, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of more than thirty three
percent (33%) of the then outstanding voting stock of Corporation; or (b) at
any time during any period of three consecutive years (not including any
period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board (and any new director whose election by the Board
or whose nomination for election by Corporation's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority thereof; or (c) the stockholders of Corporation approve
a merger or consolidation of Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 80% of the combined voting power of the
voting securities of Corporation or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders approve a
plan of complete liquidation of Corporation or an agreement for the sale or
disposition by Corporation of all or substantially all of Corporation's
assets.
For purposes of this Agreement "Good Reason" shall include, but not
be limited to, any of the following (without the Officer's express written
consent): (a) the assignment to the Officer by the Corporation of duties
inconsistent with, or a substantial diminution in the nature or status of,
the Officer's responsibilities immediately prior to a Change in Control other
than any changes primarily attributable to the fact that the Corporation's
securities are no longer publicly traded; (b) a reduction by the Corporation
in the Officer's compensation, benefits, or perquisites as in effect on the
date of a Change in Control; (c) a relocation of the Corporation's principal
offices to a location outside Denver, Colorado, or the Officer's relocation
to any place other than the
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Denver, Colorado offices of the Corporation, except for reasonably required
travel by the Officer on the Corporation's business; (d) any material breach
by the Corporation of any provision of this Agreement, if such material
breach has not been cured within thirty (30) days following written notice by
the Officer to the Corporation of such breach setting forth with specificity
the nature of the breach; or (e) any failure by the Corporation to obtain the
assumption and performance of this Agreement by any successor (by merger,
consolidation or otherwise) or assign of the Corporation.
7.1.4 "Voluntary Termination" shall mean termination by
Officer of Officer's employment with Corporation, but shall not include (i)
constructive termination by Corporation by reason of material breach of this
Agreement by Corporation; (ii) Termination Upon a Change in Control; and
(iii) termination by reason of Officer's death or disability as described in
Subsections 4.3 and 4.4. Voluntary Termination shall include a termination by
Corporation after its receipt of a notice of an otherwise Voluntary
Termination from Officer.
8. REMEDIES.
8.1 LIQUIDATED DAMAGES.
8.1.1 If Officer violates Subsection 5.1, Officer shall
pay to Corporation the sum of $100,000.00 as liquidated damages to compensate
Corporation for its lost investment of money for recruitment, training, cost
of replacement, lost revenues and other damages due to the likely disruption
of the operation of Corporation's business.
8.1.2 If Officer violates Subsection 5.2, Officer shall
pay to Corporation as liquidated damages the greater of Corporation's gross
billings to the client to which products or services are supplied in
violation of Subsection 5.2 during the year immediately prior to the first
improper solicitation or $25,000.00, to compensate Corporation for its lost
revenue, client development expenses and other damages.
8.1.3 If Officer violates Subsection 5.3, Officer shall
pay to Corporation as liquidated damages, in compensation for its recruitment
and training costs, lost revenues and other damages, the following sums for
each employee or independent contractor hired or engaged in violation of
Subsection 5.3:
Employee or Independent Contractor Amount
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Vice-President or other officer $100,000
Other Manager or Recruiter $ 50,000
Marketer or other sales personnel $ 50,000
Programmers or other billable personnel $ 12,500
Other office staff $ 5,000
8.1.4 Officer and Corporation have carefully considered
the issue of liquidated damages and after negotiation agree that they are a
reasonable compromise after attempting to estimate what the actual damages
would be and assessing the risk of collection.
8.1.5 Officer authorizes Corporation to disclose the
terms of Sections 5, 6 and 8 of this Agreement to any subsequent employer or
client of Officer.
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8.2 EQUITABLE REMEDIES. The service rendered by Officer to
Corporation and the information disclosed to Officer during his employment
are of a unique and special character, and any breach of Sections 5 or 6
hereof will cause Corporation irreparable injury and damage which will be
extremely difficult to quantify. Although the parties have agreed on
liquidated damages for some of the potential breaches by Officer, they agree
that because of the risk of collection and intangibles which are impossible
to measure, Corporation will be entitled to, in addition to all other
remedies available to it, injunctive relief to prevent a breach and to secure
the enforcement of all provisions of Sections 5 and 6. Officer represents his
experience and knowledge will enable him to earn an adequate living in a
non-competitive business and that the injunctive relief will not prevent him
from providing for himself and his family. Injunctive relief may be granted
immediately upon the commencement of any such action without notice to
Officer, WHICH NOTICE OFFICER SPECIFICALLY WAIVES.
8.3 COSTS. If litigation is brought to enforce or interpret
any provision contained herein, the court shall award reasonable attorneys'
fees and disbursements to the prevailing party as determined by the court.
8.4 SEVERABILITY. THE PARTIES HAVE CAREFULLY CONSIDERED ALL
OF SECTIONS 5, 6 AND 8 AND AGREE THAT THEY REPRESENT A PROPER BALANCING OF
THEIR INTERESTS AND WILL NOT PREVENT OFFICER FROM EARNING A LIVING AFTER
TERMINATION OF HIS EMPLOYMENT. It is the express intent of the parties hereto
that the obligations of, and restrictions on, the parties as provided in
Sections 5 and 6 shall be enforced and given effect to the fullest extent
legally permissible. If, in any judicial proceeding, a court shall refuse to
enforce one or more of the covenants or agreements contained in this
Agreement because the duration thereof is too long, the scope thereof is too
broad or some other reason, for the purpose of such proceeding, the court may
reduce such duration or scope to the extent necessary to permit the
enforcement of such obligations and restrictions.
9. MISCELLANEOUS.
9.1 PAYMENT OBLIGATIONS. Corporation's obligation to pay
Officer the compensation provided herein is subject to the condition
precedent that Officer perform his obligations.
9.2 WAIVER. The waiver of the breach of any provision of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or other provision hereof.
9.3 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement
represents the entire understanding between the parties with respect to the
subject matter hereof, and this Agreement supersedes any and all prior
understandings, agreements, plans and negotiations, whether written or oral,
with respect to the subject matter hereof, including, without limitation, any
under standings, agreements or obligations respecting any past or future
compensation, bonuses, reimbursements or other payments to Officer from
Corporation. All modifications to this Agreement must be in writing and
signed by the party against whom enforcement of such modification is sought;
provided; however, that the provisions concerning Position, Base Salary
(subject to the limitation in Section 3.1) and Bonus set forth on Exhibit A
may be modified at any time by the Board of Directors in its sole discretion.
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9.4 NOTICES. All notices and other communications under
this Agreement shall be in writing and shall be given by hand delivery, or
first-class mail, certified or registered with return receipt requested, or
by commercial overnight courier or by fax and shall be deemed to have been
duly given upon hand delivery, three (3) days after mailing, the first
business day following delivery to a commercial overnight courier or upon
receipt of a fax (as confirmed by a machine generated report), addressed as
follows:
If to Corporation:
CIBER, INC.
5251 DTC Parkway, #1400
Englewood, Colorado 80111
Attn: Mac J. Slingerlend
With a copy to:
Wanda J. Abel, Esq.
Davis, Graham & Stubbs LLP
370 Seventeenth Street
P.O. Box 185
Denver, Colorado 80201-0185
If to Officer:
Joseph A. Mancuso
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
Any party may change such party's address for notices by notice given
pursuant to this Section 9.4.
9.5 HEADINGS. The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of this Agreement.
9.6 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement
shall be governed by and construed in accordance with the laws of the State
of Colorado without application of its conflict of laws rules. Officer hereby
submits to the exclusive jurisdiction and venue of the District Court of the
State of Colorado for the City and County of Denver or the United States
District Court for the District of Colorado for purposes of any legal action.
Officer agrees that service upon Officer in any such action may be made by
first-class mail, certified or registered, in the manner provided for
delivery of notices in Section 9.4.
9.7 SEVERABILITY. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and all other provisions of the Agreement shall be deemed
valid and enforceable to the extent possible.
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9.8 SURVIVAL OF CORPORATION'S OBLIGATIONS. Corporation's
obligations hereunder shall not be terminated by reason of any liquidation,
dissolution, bankruptcy, cessation of business or similar event relating to
Corporation. This Agreement shall not be terminated by any merger or
consolidation or other reorganization of Corporation. In the event any such
merger, consolidation or reorganization shall be accomplished by transfer of
stock or by transfer of assets or otherwise, the provisions of this Agreement
shall be binding upon and inure to the benefit of the surviving or resulting
corporation or person. This Agreement shall be binding upon and inure to the
benefit of the executors, administrators, heirs, successors and assigns of
the parties; provided, however, that except as provided in this Subsection in
the event of a merger consolidation or reorganization of the Corporation,
including the sale of substantially all of its assets, this Agreement shall
not be assignable either by Corporation or by Officer.
9.9 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one and the
same Agreement.
9.10 WITHHOLDINGS. All compensation and benefits to Officer
hereunder shall be reduced by all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.
Corporation may withhold amounts due it from Officer from amounts due under
this Agreement to Officer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
OFFICER CIBER, INC., a Delaware
corporation
/s/ Joseph A. Mancuso By: /s/ Mac J. Slingerlend
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Joseph A. Mancuso Mac J. Slingerlend, President
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EXHIBIT A
TO
EMPLOYMENT AGREEMENT OF JOSEPH A. MANCUSO DATED JULY 1, 1999
EFFECTIVE DATE OF EXHIBIT A: JULY 1, 1999
I. *Position: Senior Vice President / Operations
II. *Base Salary Per Annum for Fiscal Year 2000: $300,000
III. *Bonus for Fiscal Year 2000: as approved by the Board of Directors
IV. Additional sums payable upon termination events as referenced in
Section 4 of the Agreement.
A. Termination for Cause: None
B. Termination Other than for Cause: 100 % of Base Salary
C. Termination by Reason of Disability: 50 % of Base Salary
D. Death: 50 % of Base Salary
E. Voluntary Termination: None
F. Termination Upon a Change of Control: One times the sum of
the following:
Base Salary plus an amount equal to the bonus compensation
received by the Officer for the year preceding the year in
which termination occurs.
V. Period of time for continuance of medical, life and disability
premiums under Section 4.2, 4.3 and 4.6: twelve (12) months
* Items subject to modification by the Board of Directors