INDEPENDENT CONTRACTOR AGREEMENT
This is a CONTRACT by and between GRC International, Inc., a Delaware
Corporation, hereinafter referred to as "GRCI", and Jim Roth, hereinafter
referred to as the "Independent Contractor".
IN CONSIDERATION of the promises and mutual covenants and agreements contained
herein, the parties agree as follows:
1. Scope of Work. Subject to the terms and conditions of this Agreement, the
"Independent Contractor" will assist the Company in the areas of business
development and growth strategy, and additional work as may be assigned by the
CEO of "GRCI".
2. Term. This Agreement shall be effective July 1, 1998, and will continue until
November 5, 1998. "GRCI" may immediately terminate in the event of the
"Independent Contractor's" breach of this Agreement.
3. Consideration and Payment.
A. As consideration for services and for assigning rights in inventions,
designs, patents, trademarks and copyrights, as hereinafter provided,
"GRCI" will compensate the 'Independent Contractor" at the rate of
$1,600 per day, with a guaranteed minimum of 10 days per month up to a
maximum of 15 days per month. The daily rate of $1,600 anticipates 8
hours of work per day. "GRCI" will reimburse the Independent
Contractor for such travel and other expenses as have been authorized.
Reimbursement for local travel (local travel is considered to be a 50
mile radius of the "Independent Contractor's" business location) is
not authorized.
B. Payment will be made within thirty (30) days of receipt of a fully
documented and acceptable invoice for work authorized in writing by
"GRCI".
4. Expenditure Limitation. The total authorized expenditure limitation hereunder
shall not exceed $125,000.
5. Direction. The Independent Contractor shall be responsible for his/her
performance. Direction and clarification regarding the scope of work shall be
provided by Gary L. Denman, President & CEO, GRCI
6. Certifications. The Independent Contractor, by signing this Agreement,
certifies that:
A. the rate of compensation specified herein is that rate charged on a
most-favored customer basis;
B. if currently or formerly employed by the Federal Government, the
Independent Contractor has provided to the Corporation all information
necessary to clarify any potential conflict of interest and that the
Independent Contractor will abide by the attached restrictions;
C. no promise of compensation has been made contingent upon the
acquisition of any particular contract, explicitly or implicitly, to
be secured in any manner for the Corporation;
D. he/she is familiar with, and will comply with, the provisions of
Subsection 27(a) of the Office of Federal Procurement Policy Act (41
USC 423), known as the Procurement Integrity Act, as amended and
implemented in the FAR and agency supplements and will report
immediately to the Corporation's Project Director or the Contracts
Department any information concerning a violation or possible
violation of Subsections 27(a), (b), (d) or (f) of the Act,
E. he/she has read and understands GRCI's Corporate Standard of Conduct
and has completed and returned the Ethics Questionnaire, and
F. he/she qualifies as an independent contractor under the US Internal
Revenue Code.
7. General Conditions. The General Conditions set forth on the Attachment,
entitled "General Conditions for Independent Contractors," are hereby
incorporated by reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.
Accepted for: Accepted for:
Jim Roth GRC International, Inc.
2140 Owls Cove Lane 1900 Gallows Road
Reston, VA 22981 Vienna, Virginia 22182
/s/ Jim Roth 7-1-98 By: /s/ Vivian L. Scheithauer 7-1-98
- --------------------------------- ---------------------------------
Independent Contractor's Signature/Date Signature/Date
SSN ###-##-#### Title: Sr. Contracts Administrator
- --------------------------------- ------------------------------
Independent Contractor's SSN/FEIN Charge Number:
-----------------------
GENERAL CONDITIONS FOR INDEPENDENT CONTRACTORS
1. Applicable Law and Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, shall be governed by the laws of the Commonwealth
of Virginia, except its choice of law rules, and shall be deemed to be executed
in Virginia. Pending the resolution of any dispute, the Independent Contractor
shall proceed as directed by the Corporation in writing. Any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by arbitration before one (1) arbitrator in Vienna, Virginia in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the arbitral award may be entered in any court
having jurisdiction thereof.
2. Assignment. This Agreement is for personal services and shall not be
transferred or assigned by the Independent Contractor without prior written
consent of the Corporation.
3. Confidential Matters.
a. Nondisclosure of Information Independent Contractor understands that in
the course of his/her relationship with Company, Independent Contractor has been
and will be making use of, acquiring or adding to proprietary information of GRC
International, Inc.. Independent Contractor also understands that Company may
have received information and materials from third parties in confidence.
Notwithstanding any termination of this Agreement, the Independent Contractor
shall not at any time publish, reveal or disclose any information, data, or the
like, resulting from performance of this Agreement, or received or reviewed by
the Independent Contractor, or disclosed to the Independent Contractor,
including, without limitation, any information relating to the Corporation's
business, customers, contracts, bids, proposals, trade secrets, or know-how,
without having obtained prior written consent of the Corporation. Upon
termination or expiration of this Agreement, the Independent Contractor shall
deliver all records, data, information, and other documents and all copies to
the Corporation and such shall remain the property of the Corporation.
b. Proprietary Information All of the following information and materials,
whether oral or written which are broadly defined are "Proprietary Information"
belongs to Company, and Independent Contractor shall keep this information and
material strictly confidential, even if not physically marked as such:
(i) Application, operating system, communication and other computer
software, and all versions and options of same and all future products
developed or derived therefrom;
(ii) With respect to the software described in paragraph 2(i) above, all
source and object codes, flowcharts, algorithms, coding sheets, compilers,
assemblers, design concepts routines and subroutines, documents and manuals.
(iii) Production processes, marketing techniques, mailing lists, purchasing
information, price lists, pricing policies, quoting procedures, financial
information, customer and prospect names and requirements, customer data,
customer site information and other materials or information relating to the
manner in which Company does business;
(iv) Discoveries, concepts and ideas, whether or not patentable or
protectable by copyright, including, without limitation, the nature and
results of research and development activities, technical information on
product or program performance and reliability, processes, formulas,
techniques, trade secrets, "know-how", source codes, object codes, designs,
drawings and specifications;
(v) Any other materials, information or communications related to the
business or activities of GRC International, Inc. which are not generally
known to others engaged in similar businesses or activities;
(vi) All ideas which are derived from or related to access to or knowledge
of any of the above enumerated materials and information; and
(vii) Any information not in the public domain regarding the financial
affairs of GRC International, Inc., its salary structure, its relationship
with its customers and/or employees and such other information not in the
public domain as may be helpful to its competitors or embarrassing to GRC
International, Inc., its customers or employees.
c. Title. All Proprietary Information shall remain the exclusive property of
GRC International, Inc.. Proprietary Information shall be used solely for the
purpose of performing Independent Contractor's responsibilities assigned by GRC
International, Inc..
d. Return of GRC International, Inc. Property. At GRC International, Inc.'s
request, or upon termination of the consulting relationship with GRC
International, Inc., Independent Contractor agrees to turn over to GRC
International, Inc. all notes, data, tapes, lists, reference materials,
sketches, drawings, memoranda, records, Proprietary Information and other
documents which are in Independent Contractor's possession or control belonging
to GRC International, Inc. or relating to its business.
e. Remedies. Independent Contractor understands and agrees that GRC
International, Inc. will suffer irreparable harm in the event of a breach of any
obligations under this Agreement and that monetary damages will be inadequate to
compensate GRC International, Inc. for such breach. Accordingly, Independent
Contractor agrees that, in the event of a breach or threatened breach of any of
the provisions of this Agreement, GRC International, Inc. in addition to and not
in limitation of any other rights, remedies or damages available to GRC
International, Inc. at law or in equity, shall be entitled to a permanent
injunction in order to prevent or to restrain any such breach by Independent
Contractor, or by Independent Contractor's partners, agents, representatives,
servants, employers, employees and/or any and all persons directly or indirectly
acting for or with Independent Contractor.
f. Accounting. Contractor covenants and agrees that, if any covenants or
agreements under this Agreement are violated, GRC International, Inc. shall be
entitled to an accounting and repayment of all profits, compensation,
commissions, remuneration or benefits which directly or indirectly have realized
and/or may realize as a result of, growing out of or in connection with any such
violation; such remedy shall be in addition to and not in limitation of any
injunctive relief or other rights or remedies to which GRC International, Inc.
is or may be entitled at law, in equity or under this Agreement.
g. Reasonableness of Restrictions. Independent Contractor has carefully read
and considered the provisions of Paragraphs 3a. through 3g. and, having done so,
agrees that the restrictions set forth therein are fair and reasonable and are
reasonably required for the protection of the interests of GRC International,
Inc., its officers, directors, stockholders, employees and customers.
4. General Relationship. In all matters relating to this Agreement, the
Independent Contractor shall be acting as an independent contractor. Neither the
Independent Contractor nor employees of the Independent Contractor are employees
of the Corporation under the meaning or application of any federal or state
unemployment or insurance laws or worker's compensation laws, or otherwise. The
Independent Contractor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to employees of the Independent
Contractor in the performance of this Agreement. The Independent Contractor
shall not have any authority to assume or create any obligation, express or
implied, on behalf of the Corporation, and the Independent Contractor shall have
no authority to represent itself as an agent, employee or in any other capacity
of the Corporation.
5. Proprietary and Intellectual Property Rights. Independent Contractor
acknowledges and agrees that the Corporation owns the entire right, title and
interest to all (i) tangible and intangible property and work products delivered
and/or produced or created in connection with this Agreement; and (ii) all
inventions made, conceived, reduced to practice or authored by the Independent
Contractor or the Independent Contractor's employees or subcontractors, either
solely or jointly with others, during the performance of this Agreement, or with
the use of information, materials, or facilities of the Corporation during the
period in which the Independent Contractor is retained by the Corporation or its
successor in business, under this Agreement or any extensions or renewals
thereof. Independent Contractor further acknowledges that any copyrightable work
prepared by Independent Contractor or the Independent Contractor's employees or
subcontractors under this Agreement shall be "work for hire" for the Corporation
under the copyright laws of the United States, it being the intent of this
Agreement to vest full and exclusive ownership rights in the Corporation,
including, but not limited to, the exclusive right to copy and prepare
derivative works. To the extent such work may not be deemed "work for hire"
under applicable law, Independent Contractor hereby assigns to the Corporation
all right, title and interest in and to all copyrights for such work. The
Independent Contractor shall (and will ensure that its employees and
subcontractors shall) sign, execute, and acknowledge or cause to be signed,
executed and acknowledged any and all documents and to perform such acts as may
be necessary, useful or convenient for the purpose of securing for the
Corporation or its nominees, patent, trademark or copyright protection
throughout the world upon all such items.
6. Warranties and Representations. The Independent Contractor warrants and
represents that the services to be provided under this Agreement will not
violate or in any way infringe any patents, trademarks, copyrights, trade
secrets or other proprietary rights of third parties, and that the performance
of services under this Agreement shall be of professional quality conforming to
generally accepted consulting practices.
7. Indemnification. The Independent Contractor shall defend, indemnify and hold
the Corporation, its affiliates, employees, agents and customers harmless from
and against (i) any claim of infringement of any patent, trademark, copyright,
trade secret or other proprietary right; (ii) any loss, damage or claim arising
in connection with or out of the performance or non-performance of Independent
Contractor under this Agreement; (iii) defective cost or pricing data submitted
by Independent Contractor, and (iv) any breach of any provision of this
Agreement by Independent Contractor.
8. Notice. All notices, including notices of address changes, required to be
sent hereunder shall be in writing and shall be deemed to have been given when
mailed to the address provided by the Independent Contractor or to the
Corporation at the address provided by the Corporation.
9. Severability. In the event any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions of this Agreement will remain
in full force and effect.
10. Waiver. The waiver by either party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default or
breach.
11. Entire Agreement. This Agreement constitutes the complete agreement between
the parties and supersedes all previous agreements or representations, written
or oral, with respect to the services described herein. This Agreement may not
be modified or amended, except in writing signed by a duly authorized
representative of each party. </TEXT> </DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>9
<DESCRIPTION>EMP. AGT. BTW. THE CO. AND GARY L. DENMAN
<TEXT>
GRC INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT
(CEO)
THIS EMPLOYMENT AGREEMENT is made in Vienna, Virginia as of July 1, 1998 by and
between Gary L. Denman (hereinafter referred to in the first person or as
"Employee") and GRC International, Inc., a corporation with its principal
offices at 1900 Gallows Road, Vienna, Virginia 22182 ("GRCI"). The term
"Company" shall include GRCI and any parent, subsidiary or affiliate of GRCI. As
a condition to, and in consideration of, the Company's employment of Employee,
the parties mutually agree as follows:
1. DUTIES.
(a) I agree to work for the Company in the capacity set forth in Item 1(a) of
Exhibit A attached hereto. My duties will include all of those generally
associated with said position, subject to the direction and assignment of the
Board of Directors ("Board") of GRC International, Inc. ("GRCI"). The duties
assigned to me shall be performed at the place of employment specified in Item
1(b) of Exhibit A or at such other location as the Board may determine is in the
best interest of the Company. All of my working time and energies shall be
devoted to the foregoing duties. I will inform GRCI, in writing, if I engage in
any outside business activity, and I will obtain the prior written approval of
GRCI, if I engage in any outside business activity which (i) requires the use of
skills for which I was hired by the Company or the use of skills attained during
the course of my employment with the Company, or (ii) would, in the opinion of
GRCI, compete with or conflict with my employment with the Company. While
employed by the Company, absent the express, prior written authorization of the
Board, I will not, directly or indirectly, engage in any activity competitive
with or adverse to the Company's business or welfare, whether alone, as a
partner of any partnership or joint venture or as an officer, director,
employee, or holder of 5% or more of any class of stock, of any corporation.
(b) I agree that for a period of one year immediately following termination
(voluntary or otherwise) of my employment with the Company, I will not interfere
with the business of the Company by inducing an employee to leave the Company's
employment, by inducing a consultant to sever the consultant's relationship with
the Company, or by inducing a customer to sever the customer's relationship with
the Company.
(c) This Agreement cancels and replaces in their entirety any and all previous
employment agreements entered into between me and the Company.
2. INTELLECTUAL PROPERTY.
(a) In this Agreement, (i) "Intellectual Property" means any patent, trademark,
copyright, semiconductor mask right, trade secret, invention, discovery, design,
idea or improvement (whether or not any of the foregoing are patentable,
protectable by
copyright, or otherwise protectable), and (ii) the word "made", when used with
"Intellectual Property", means made, devised, developed, conceived or reduced to
practice. Exhibit B to this Agreement contains a complete list of all
Intellectual Property I consider proprietary to me, and, during my employment
with the Company, I agree to update Exhibit B from time to time as may be
necessary to keep it current. I will not incorporate or permit to be
incorporated into any work performed for or on behalf of the Company any
Intellectual Property proprietary to me or any third party.
(b) I will disclose to the Company all Intellectual Property made by me, alone
or with others, during any period of employment with the Company. All such
disclosures shall be reviewed by the Company in confidence to determine any
issues which may arise.
(c) I will assign to the Company all right, title and interest in and to all
Intellectual Property made at any time by me alone or with others during or
after my employment with the Company, if such Intellectual Property was made
using Company equipment, supplies, facilities, or trade secret information, or
such Intellectual Property either (i) relates at the time of conception or
reduction to practice of the invention to the Company's business, or actual or
demonstrably anticipated research or development of the Company; or (ii) results
from any work performed by me for the Company. All Intellectual Property subject
to this paragraph shall remain Company property whether or not so disclosed or
assigned to the Company. I will cooperate fully with the Company during and
after employment in accomplishing the intent of this provision and execute such
instruments and documents reasonably requested by the Company, in order to more
fully vest in the Company all ownership rights in the Intellectual Property. In
addition, I irrevocably appoint GRCI and each of its officers as my agent and
attorney-in-fact to act in my name and stead to execute and file any documents
and to do all other lawfully permitted actions to further the prosecution,
issuance and enforcement of patents, copyrights and other proprietary rights
with the same force and effect as if executed and delivered by me.
(d) The provisions of the foregoing Section 2(c) shall not apply to an invention
developed by me entirely on my own time without using Company equipment,
supplies, facilities, or trade secret information except for those inventions
that either (i) relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company; or (ii) result from any work performed
by me for the Company.
3. PROPRIETARY INFORMATION. I understand that in the course of my employment
with the Company, I will be making use of, acquiring or adding to proprietary
and/or confidential information and materials of the Company or of other parties
("Proprietary Information"). I will not disclose or use any Proprietary
Information either during or after my employment with the Company, except to the
extent expressly authorized in writing by an officer of GRCI. The following are
some examples of Proprietary Information, even if not marked or identified as
such:
(i) Computer software of all kinds, source and object codes, algorithms, coding
sheets, compilers, assemblers, design concepts, routines and subroutines, and
all related documents and materials;
(ii) Business practices, marketing techniques, mailing lists, purchasing
information, price lists, pricing policies, quoting procedures, customer and
prospective customer lists and information, and all materials or information
relating to the manner in which the Company does business;
(iii) Discoveries, concepts and ideas, whether or not patentable, protectable by
copyright, or otherwise protectable, trade secrets, "know-how," production
processes, research and development activities, and information on products or
programs;
(iv) Financial information, cost structure, bidding strategy, salary structure,
and such other information not in the public domain as may be helpful to
competitors or harmful to the Company, its customers or employees;
(v) Any other information, materials or documents related to the business or
activities of the Company which are not generally known to others engaged in
similar businesses or activities; and
(vi) All ideas which are derived from my access to or knowledge of any of the
above.
4. CONFLICTS OF INTEREST. I have read and understood the Company's Corporate
Standards of Conduct, and while employed by the Company, I agree to abide by
said Standards of Conduct, as the same may be amended from time to time, and to
complete the Company's Ethics Questionnaire as required by the Company from time
to time. Except as fully disclosed in a document attached to this Agreement, I
am not a party to any agreement or understanding with any other person or
business, nor am I subject to any other legal restriction or obligation, which
would in any way prohibit, impede or hinder my employment with the Company or
the performance of my duties in the course of such employment.
5. COMPENSATION.
(a) During the three fiscal years of my employment hereunder, the Company shall
pay me the annual salary set forth in Exhibit A, Item 3(a) ("Gross Annual
Salary").
(b) For each of the three fiscal years of my employment hereunder, the Company
shall also pay me the Gross Annual Bonus specified in Exhibit A, Item 3(b)
("Gross Annual Bonus").
(c) The Company will pay up to $10,000 during each fiscal year of this Agreement
to legal, accounting and other professionals of Employee's choice who provide
estate planning, tax planning and related services to Employee. Employee shall
submit such
invoices to the Company together with a written request that the Company pay
such invoices to the applicable professional(s). Such professionals shall be
selected by Employee in his sole discretion and the Company shall have no
liability whatsoever with respect to the selection of such professionals.
(d) The Company will provide me with an automobile allowance of up to $1,000 per
month to cover expenses of ownership of a new Lexus automobile. In addition, the
Company will reimburse my actual, reasonable expenses of operating the vehicle.
6. Lifetime Dental and Vision Coverage for Employee and Spouse.
(a) If Employee has not breached this Employment Agreement and remains employed
hereunder until the Termination Date (unless Employee's employment is terminated
by the Company without Cause or the Employee terminates employment for Good
Reason or by reason of disability or death), Employee shall be entitled to
coverage for Employee and his spouse Elizabeth J. Denman ("Spouse") under the
Company's standard dental and vision insurance policy after the termination of
Employee's employment with the Company, for their lifetimes (this benefit is
hereinafter referred to as "Lifetime Coverage").
(b) (i) If, for any policy year beginning after the termination of Employee's
employment with the Company, in which policy year Employee and Spouse are both
alive for any portion of such policy year, "Quantity X" (defined as the
Company's per employee cost for active employees of the Company for the type of
insurance provided to Employee and Spouse in that policy year) is less than
"Quantity Y" (defined as the Company's per employee cost for the type of
insurance provided to Employee and Spouse as of the termination of Employee's
employment, plus cumulative annual increases of 5% for each policy year to begin
after the termination of Employee's employment), then, subject to the provisions
of paragraph (ii) of this Section 6(b), the Company shall also pay Employee in
cash, within 90 days after the end of each such policy year, an amount equal to
the difference between Quantity X, and Quantity Y, so that Employee receives an
annual benefit equivalent to the greater of Quantity X or Quantity Y. If
Quantity X is greater than Quantity Y, Employee shall not be obligated to
reimburse the Company for such excess. If, in any policy year, the Company is
unable to cover Employee and Spouse under its dental and vision policy for any
reason, or if such coverage would result in adverse tax consequenses to the
Company or any of its Employees, the Company's only obligation to Employee under
this Section 6 shall be to pay Employee Quantity Y for such year.
(ii) Regarding the Lifetime Coverage, it is the intent of the parties
that the Company's cost for the Lifetime Coverage in any policy year in which
both Employee and Spouse are alive for any portion of such policy year shall in
no event exceed the greater of Quantity X or Quantity Y, and that the Lifetime
Coverage not result in a windfall to Employee or Spouse, but simply to provide
them, after the termination of Employee's employment with the Company, with
roughly the level of dental and vision insurance coverage which the Company
provided them while Employee was employed by the Company (the current Company
cost of which is estimated to be approximately
$733 annually), with a limit on the Company's financial obligation should it be
unable to arrange for such coverage. With that being the intent, by way of
example, if the government came to provide universal dental care with
essentially the equivalent benefits now provided by the Company, the Company
would no longer be obligated to provide Employee or Spouse with dental benefits.
Similarly, if the government came to provide universal vision care with
essentially the equivalent benefits now provided by the Company, the Company
would no longer be obligated to provide Employee or Spouse with vision benefits.
(c) (i) If, for any policy year beginning after the termination of Employee's
employment with the Company, in which policy year either Employee or Spouse is
deceased during the entirety of such policy year, "Quantity X" (defined as the
Company's per employee cost for the type of insurance provided to Employee or
Spouse in that policy year) is less than "Quantity Y" (defined as the Company's
per employee cost, for an unmarried active employee of the Company with no
additional insured person, for the type of insurance provided to Employee as of
the termination of Employee's employment, plus cumulative annual increases of 5%
for each policy year to begin after the termination of Employee's employment),
then, subject to the provisions of paragraph (ii) of this Section 6(c), the
Company shall also pay Employee or Spouse, in cash, within 90 days after the end
of each such policy year, an amount equal to the difference between Quantity X,
and Quantity Y, so that Employee or Spouse receives an annual benefit equivalent
to the greater of Quantity X or Quantity Y. If Quantity X is greater than
Quantity Y, neither Employee nor Spouse shall be obligated to reimburse the
Company for such excess. If, in any policy year, the Company is unable to cover
Employee or Spouse under its dental and vision policy for any reason, or if such
coverage would result in adverse tax consequences to the Company or any of its
employees, the Company's only obligation to Employee (or Spouse, if Employee is
deceased) under this Section 6 shall be to pay Employee (or Spouse, if Employee
is deceased) the equivalent of Quantity Y for such year. By way of example, if
the Company were unable to include Spouse in its group policy after Employee's
death, the Company's only obligation with respect to Spouse would be to pay
Spouse Quantity Y each year of Spouse's life after Employee's death.
(ii) Regarding the Lifetime Coverage, it is the intent of the parties
that the Company's cost for the Lifetime Coverage in any policy year in which
either Employee or Spouse is deceased for the entirety of such policy year shall
in no event exceed the greater of Quantity X or Quantity Y, and that the
Lifetime Coverage not result in a windfall to Employee or Spouse, but simply to
provide them, after the termination of Employee's employment with the Company,
with roughly the level of dental and vision insurance coverage which the Company
would have provided to an unmarried employee with no additional insured person,
while Employee was employed by the Company (the current Company cost of which is
estimated to be approximately $346 annually), with a limit on the Company's
financial obligation should it be unable to arrange for such coverage. With that
being the intent, by way of example, if the government came to provide universal
dental care with essentially the equivalent benefits now provided by the
Company, the Company would no longer be obligated to
provide Employee or Spouse with dental benefits. Similarly, if the government
came to provide universal vision care with essentially the equivalent benefits
now provided by the Company, the Company would no longer be obligated to provide
Employee or Spouse with vision benefits.
(d) The provisions of this Section 6 shall survive any termination of this
Agreement.
7. DISABILITY. If I am unable to fulfill the duties of my position by reason of
any illness, incapacity or disability, my salary shall be payable for only 90
days following the onset of such illness, incapacity or disability, provided,
however, that if I (i) have applied for insurance benefits under the Company's
long-term disability policy during said 90 day period, and (ii) have not yet
begun to receive payments under said policy during said 90 day period, then my
salary shall continue to be payable for up to 180 days following the onset of
such illness, incapacity or disability until I begin to receive such payments.
During the foregoing 90 day period (or 180 day period, if applicable), my
salary, to the extent not covered by the Company's short-term disability
benefits, shall be paid through the use of my sick leave, if any, accumulated
prior to January 1, 1994, but if such sick leave is or becomes exhausted or is
inapplicable to me, my salary shall nevertheless be paid for the 90 day period
(or 180 day period, if applicable). If I shall return to full employment and
full discharge of my duties during the term of this Agreement, full compensation
shall be prospectively reinstated for any remaining term of this Agreement.
8. TERMINATION AND SEVERANCE.
(a) The term of the employment relationship provided for herein shall be for
three (3) years, and shall commence as of the Effective Date of this Agreement
and end on the Termination Date of this Agreement, both as specified in Exhibit
A, Item 2. Except as provided in Section 8(f) regarding termination during the
thirty (30) month period following a Change in Control, this Agreement may be
terminated by the Company immediately for Cause by written notice to me. For
purposes of this Agreement, "Cause" means:
(i) the willful and continued failure of Employee to substantially
perform his or her duties with the Company (other than any such
failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is
delivered to Employee by the Company which specifically identifies
the manner in which the Company believes that Employee has not
substantially performed his or her duties;
(ii) the willful engaging by Employee in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the
Company;
(iii)Employee's personal dishonesty or breach of fiduciary duty to the
Company that in either case results or was intended to result in
personal profit to Employee at the expense of the Company; or
(iv) willful violation by Employee of any law, rule or regulation
(other than traffic violations, misdemeanors or similar offenses)
or cease-and-desist order, court order, judgment or supervisory
agreement, which violation is materially and demonstrably
injurious to the Company.
For purposes of the preceding clauses (i) through (iv), no act or failure to
act, on the part of Employee, shall be considered "willful" unless it is done,
or omitted to be done, by Employee in bad faith and without reasonable belief
that Employee's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon the instructions or with the express approval
of the Board or of a Company officer with authority to direct Employee or based
upon the advice of counsel for the Company, shall be conclusively presumed to be
done, or omitted to be done, by Employee in good faith and in the best interests
of the Company.
(b) To the maximum extent permitted by law, I hereby expressly authorize the
Company in advance upon my termination to deduct from my final paycheck(s) and
from my paid time off (PTO) check all amounts I owe the Company (including but
not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee
Termination Certificate attached hereto as Exhibit C, and deliver to the Company
all notes, data, tapes, lists, reference materials, sketches, drawings,
memoranda, records and other documents which are in my possession or control
belonging to the Company or relating to its business.
(d) Termination of this Agreement will not relieve me from my obligations under
Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms,
continue beyond the termination of this Agreement.
(e) In the event of my death, this Agreement will terminate and all accrued and
unpaid compensation and expenses, less all amounts I owe the Company (including
but not limited to repayment of advances, loans or any other obligations), will
be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, at
any time during the thirty (30) month period following a Change in Control, my
employment may be terminated at any time by either party with or without Cause
on written notice to the other party, provided, however, that:
if:
(i) without Cause, the Company terminates my employment or terminates
this Agreement or gives me notice of either of such terminations;
or
(ii) I terminate my employment for Good Reason,
then:
(x) in addition to any Additional Compensation I have earned, the
Company shall pay me a lump-sum severance payment on the date of
termination of my employment in an amount equal to two (2) times
my Gross Annual Salary, plus two (2) times my Target Gross Annual
Bonus, less any income, excise, employment or other tax
withholdings which the Company is required by law to deduct
therefrom;
(y) the Company shall continue to provide me with the same level of
insurance benefits and officer perquisites which I have been
receiving from the Company immediately prior to termination, and
such benefits and perquisites shall be provided until the earlier
of (A) such time as I obtain new benefits coverage by reason of
new employment, or (B) the two (2) year anniversary of my
termination of employment with the Company; and
(z) the Company shall reimburse me for any legal fees and expenses I
incur in successfully enforcing my rights under this Agreement, if
the Company fails to honor such rights.
For purposes of this Agreement, "Good Reason" means the occurrence, after the
Change in Control, of any of the following events:
(A) the Company materially diminishes my level of responsibility
or position in the Company;
(B) the Company materially diminishes my salary or my bonus
potential;
(C) the Company fails to provide me with generally the same
level of benefits or perquisites provided to other Company
executives in comparable positions;
(D) the Company requires me to relocate to an office more than
25 miles from my place of employment immediately prior to
the Change in Control; or
(E) the Company materially breaches this Agreement (including
but not limited to the terms set forth on Exhibit A hereto)
in any other way;
provided, however, that the foregoing clauses (A) through (E) shall not include
isolated, insubstantial or inadvertent actions of the Company not taken in bad
faith which are remedied by the Company promptly after receipt of notice thereof
given by Employee.
For purposes of this Agreement, "Target Gross Annual Bonus" means the Gross
Annual Bonus which Employee would receive if the Company achieved its budget for
the fiscal year in which termination of employment occurs. For example, (A) if
employment terminates in June 1999, the Target Gross Annual Bonus is determined
by
reference to the Company's budgeted annual net income for fiscal 1999,
determined without regard to any extraordinary items of income or loss, and (B)
if employment terminates in July 1999, the Target Gross Annual Bonus is
determined by reference to the Company's budgeted annual net income for fiscal
2000, determined without regard to any extraordinary items of income or loss.
(g) For purposes of this Agreement, a Change in Control means the satisfaction
of the conditions set forth in any one of the following paragraphs:
(i) any person (as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in
Sections 13(d) and 14(d) thereof, except that neither (A) GRCI or any of its
subsidiaries, (B) a trustee or other fiduciary holding securities under an
employee benefit plan of GRCI or any of its subsidiaries, (C) an underwriter
temporarily holding securities pursuant to an offering of such securities, nor
(D) a corporation owned, directly or indirectly, by the stockholders of GRCI in
substantially the same proportions as their ownership of stock of GRCI shall be
included in such term) (a "Person") is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of GRCI (not including in the securities beneficially owned by such
Person any securities acquired directly from GRCI or its affiliates)
representing 25% or more of the combined voting power of GRCI's then outstanding
securities; or
(ii) during any period of up to two consecutive years (not including
any period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board and any new director (other than a
director designated by a Person who has entered into an agreement with GRCI to
effect a transaction described in clause (i), (iii) or (iv) of this paragraph)
whose election by the Board or nomination for election by GRCI's stockholders
was approved by a vote of at least two thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or
(iii) the shareholders of GRCI approve (or in the event no approval of
GRCI's shareholders is required, GRCI consummates) a merger or consolidation of
GRCI with any other corporation, other than (A) a merger or consolidation which
would result in the voting securities of GRCI outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of GRCI, at least 65% of the combined voting power of the
voting securities of GRCI or such surviving entity outstanding immediately after
such merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of GRCI (or similar transaction) in which no Person
acquires more than 50% of the combined voting power of GRCI's then outstanding
securities; or
(iv) the shareholders of GRCI approve (or in the event no approval of
GRCI's shareholders is required, GRCI enters into) a plan of complete
liquidation of GRCI or an agreement for the sale or disposition by GRCI of all
or substantially all GRCI's assets.
(h) Notwithstanding any other provision of this Agreement, in the event that any
payment or benefit received or to be received by Employee in connection with a
Change in Control or the termination of Employee's employment (whether pursuant
to the terms of this Agreement or any other plan, arrangement or agreement with
GRCI, any Person whose actions result in a Change in Control or any person
affiliated with GRCI or such Person) (all such payments and benefits, including
the Severance Benefits, being hereinafter called the "Total Benefits"), would be
subject (in whole or in part) to the excise tax (the "Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
the Severance Benefits shall be reduced to the extent necessary so that no
portion of the Total Benefits is subject to the Excise Tax if (A) the net amount
of such Total Benefits, as so reduced, (and after deduction of the net amount of
federal, state and local income taxes and FICA and Medicare taxes on such
reduced Total Benefits) is greater than (B) the excess of (i) the net amount of
such Total Benefits, without reduction (but after deduction of the net amount of
federal, state and local income taxes and FICA and Medicare taxes on such Total
Benefits), over (ii) the amount of Excise Tax to which Employee would be subject
in respect of such Total Benefits. For purposes of determining whether and the
extent to which the Total Benefits will be subject to the Excise Tax, (i) no
portion of the Total Benefits the receipt or enjoyment of which Employee shall
have effectively waived in writing prior to Employee's date of termination of
employment shall be taken into account, (ii) no portion of the Total Benefits
shall be taken into account which in the opinion of tax counsel selected by GRCI
does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code, and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the Total Benefits shall be determined
by GRCI's independent auditors in accordance with the principles of Sections
280G(d)(3) and (d)(4) of the Code. For purposes of this Section 8(h), the term
"Severance Benefits" means the benefits provided for by clauses (x) and (y) of
Section 8(f) hereof.
9. NOTICE.
(a) Any notice to be given to me under this Agreement shall be in writing and
delivered by (i) registered or certified mail, return receipt requested; (ii)
express courier; or (iii) hand-delivery; at an address specified for me in this
Agreement or in any Exhibit hereto or at such other address of which written
notice has been given to GRCI by me by any of the foregoing means.
(b) Any notice to be given to the Company under this Agreement shall be in
writing and delivered by any of the means specified in subsection (a) above, to
the Chairman, with a copy to the Senior Vice President, General Counsel &
Secretary, GRC International, Inc., 1900 Gallows Road, Vienna, Virginia 22182.
10. DISPUTES.
(a) This Agreement has been executed in and shall be governed by the laws of the
Commonwealth of Virginia.
(b) Any controversy or claim arising out of or relating to Employee's employment
or this Agreement shall be resolved in the courts of Fairfax County, Virginia,
and Employee hereby submits to the jurisdiction of such courts, and agrees to
accept service of process from such courts.
(c) I understand and agree that the Company will suffer irreparable harm if I
breach any of my obligations under this Agreement and that monetary damages may
be inadequate to compensate for such breach. Accordingly, in the event of a
breach or threatened breach by me, the Company, in addition to and not in
limitation of any other rights, remedies or damages available to it at law or in
equity or otherwise, shall be entitled to injunctive relief preventing any such
breach by myself or by my partners, agents, representatives, servants,
employers, employees and/or any and all persons directly or indirectly acting
for or with me.
11. ASSIGNMENT; SUCCESSORS. My services are unique and personal. Accordingly, I
may not assign any rights or delegate any duties or obligations under this
Agreement. The rights and obligations of the Company under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company.
12. ENTIRE AGREEMENT. This Agreement, together with all documents attached to
this Agreement or specifically referred to in it, contains the entire agreement
and understandings by and between the Company and me with respect to the
covenants described in this Agreement, and any representation, promise,
agreement or understanding, written or oral, not contained in this Agreement
shall be of no force or effect. No change or modification of this Agreement
shall be valid or binding unless the change or modification is in writing and
signed by the parties to this Agreement. Any representation contrary to this
Agreement, express or implied, written or oral, is hereby disclaimed. Nothing in
this Agreement shall obligate the Company to employ me for any length of time.
No waiver of any provision of this Agreement shall be valid unless it is in
writing and signed by the party against whom such waiver is sought to be
enforced, and no waiver of any provision shall be deemed a waiver of any other
provision or a waiver of the same provision at any other time.
13. SEVERABILITY. Any provision of this Agreement which may be determined to be
unenforceable, invalid or illegal shall be deemed stricken from this Agreement
and all remaining provisions shall continue in full force and effect.
14. REASONABLENESS OF RESTRICTIONS. I have carefully read and considered the
provisions of this Agreement and, having done so, agree that the restrictions
set forth in this Agreement are fair and reasonable and are reasonably required
for the
Company's protection. This Agreement shall be construed fairly as to all parties
and not in favor of or against any party, regardless of which party prepared
this Agreement. In the event that, notwithstanding the foregoing, any part of
this Agreement shall be held to be invalid or unenforceable, the remaining parts
of the Agreement shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included in the
Agreement. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect
in all other circumstances.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
ATTEST: GRC INTERNATIONAL, INC.
By:
- --------------------------------- -----------------------
Thomas E. McCabe Joseph R. Wright, Jr.
Sr. Vice President, General Counsel & Sec. Chairman of the Board
WITNESS EMPLOYEE
- --------------------------------- ---------------------------
Gary L. Denman
APPROVED AND RATIFIED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
GRC INTERNATIONAL, INC.
By:
----------------------------
Leslie B. Disharoon, Committee Chairman
EXHIBIT A
DETAILS OF EMPLOYMENT
EMPLOYEE: Gary L. Denman
ITEM 1(a) Position: President & CEO
ITEM 1(b) Place of Employment: Vienna, VA
ITEM 2 Effective Date of this Agreement: July 1, 1998
Effective Date of this Exhibit: July 1, 1998
Termination Date of this Agreement: June 30, 2001
ITEM 3(a) Gross Annual Salary:
Three Hundred Thirty Thousand Dollars ($330,000)
ITEM 3(b) Gross Annual Bonus:
Equal to 2% of the Company's annual net income, determined
without regard to any extraordinary items of income or loss,
as reported by the Company in its audited consolidated
financial statements
ITEM 4 Notice to Employee:
Gary L. Denman Gary L. Denman
1900 Gallows Road and/ 8427 Blevins Way Court
Vienna, VA 22182 or Vienna, VA 22182
EMPLOYEE: GRC INTERNATIONAL, INC.
By:
- --------------------------------- -------------------------
Gary L. Denman Joseph R. Wright, Jr.
Chairman of the Board
APPROVED AND RATIFIED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
GRC INTERNATIONAL, INC.
By:
-----------------------------
Leslie B. Disharoon, Committee Chairman
EXHIBIT B
SCHEDULE OF INTELLECTUAL PROPERTY
I developed or conceived, and consider proprietary to me, the following
Intellectual Property, as that term is defined in the Employment Agreement to
which this Exhibit is attached:
EMPLOYEE
---------------------------
Gary L. Denman
---------------------------
(Date)
EXHIBIT C
TERMINATION STATEMENT
(to be signed upon termination of employment)
1. I, Gary L. Denman, am cognizant of my legal obligations, as stated in a
certain EMPLOYMENT AGREEMENT dated July 1, 1998 between myself and GRC
International, Inc. (together with its subsidiaries, the "Company"), and I
hereby specifically reaffirm all of the terms stated in that Agreement.
2. I hereby certify that all materials related directly or indirectly to my
employment with the Company have been returned to the Company. I further certify
that no computer listings, programs, object codes, source codes, product
development guides, flowcharts, test equipment, drawings, blueprints or other
materials owned by the Company or provided to or used by me in connection with
my employment at the Company, whether in machine-readable form or otherwise,
have been retained by me or given to any other third person or entity in
anticipation of my employment termination or for any other reason, and I also
certify that none of those materials will be removed from the Company's premises
by me.
3. I also certify that I have returned all Company identification and Company
credit cards issued to me and all keys to Company and/or customer property that
have been in my possession.
4. I am not aware of any action or situation involving any violation of the
Company's Corporate Standards of Conduct by any employee, director, consultant
or representative of the Company, except as follows:
5. My forwarding addresses are as follows:
HOME ADDRESS BUSINESS ADDRESS
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
----------------------- ------------------------
EMPLOYEE:
-----------------------
Gary L. Denman
-----------------------
(Date)