Employment Agreement - CyberGuard Corp. and Mike Wittig
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
September 30, 1998 by and between CyberGuard Corporation, a Florida corporation
(the "Company") and Mike Wittig ("Employee").
WHEREAS, the Company, through its Board of Directors, desires to retain the
services of Employee, and Employee desires to be retained by the Company, on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby
accepts employment, as Vice President Development upon the terms of and subject
to this Agreement
2. TERM. The term (the "Term") of this Agreement shall commence on
September 30, 1998 and shall continue until otherwise terminated in accordance
with the terms of this Agreement.
3. DUTIES. During his employment hereunder, Employee will serve in such
capacity and with such duties as shall be assigned from time to time by the
President and Chief Operating Officer of the Company. Employee shall diligently
perform such duties and shall devote his entire business skill, time and effort
to his employment and his duties hereunder and shall not during the Term,
directly or indirectly, alone or as a member of a partnership, or as an officer,
director, employee or agent of any other person, firm or business organization
engage in any other business activities or pursuits requiring his personal
service that materially conflict with his duties hereunder or the diligent
performance of such duties.
4. COMPENSATION.
a. SALARY. During his employment hereunder Employee shall be paid a
salary of One Hundred Twenty-one Thousand Dollars ($121,000) per year,
payable in equal installments not less than monthly ("Base Salary"). The
Employee's Base Salary shall be reviewed at least annually by the Board of
Directors or any Committee of the Board delegated the authority to review
executive compensation.
b. OPTION AND BONUS. In addition to salary, Employee was awarded, on
September 8, 1998, an additional option to purchase 50,000 shares of common
stock of the Company at an exercise price of $1.31 and subject to the
conditions contained in a separate stock option agreement between Employee
and the Company. In addition, Employee shall be eligible to receive a
targeted incentive bonus that will be established at the beginning of each
fiscal year. To be eligible to receive the targeted incentive bonus, in
full or in part, Employee will be required to fulfill performance goals to
be established by the Company.
c. INSURANCE. During his employment hereunder, Employee shall be
entitled to participate in all such health, life, disability and other
insurance programs, if any, that the Company may offer to executive
employees of the Company from time to time.
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d. OTHER BENEFITS. During his employment hereunder, Employee shall be
entitled to all such other benefits, if any, that the Company may offer to
executive employees of the Company from time to time.
e. VACATION. Employee shall be entitled to that number of weeks'
vacation leave (in addition to holidays) in each calendar year during the
Term in accordance with the Company's vacation policy for employees as it
may be in effect from time to time.
f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of
appropriate supporting documentation, be entitled to reimbursement of
reasonable out-of-pocket expenses incurred in the performance of his duties
hereunder in accordance with policies established by the Company. Such
expenses shall include, without limitation, reasonable entertainment
expenses, gasoline and toll expenses and cellular phone use charges, if
such charges are directly related to the business of the Company.
5. GROUNDS FOR TERMINATION. The President of the Company may terminate this
Agreement for Cause. As used herein, "Cause" shall mean any of the following:
(i) conviction of Employee of a felony involving moral turpitude; or (ii) a
material act of dishonesty or breach of trust on the part of Employee resulting
or intended to result directly or indirectly in personal gain or enrichment at
the expense of the Company; or (iii) the material failure to faithfully perform
such duties as may be duly assigned to the Employee; if such act is capable of
cure, Employee shall be given written notice and such act shall not be deemed a
basis for Cause if cured within 60 days after written notice is received by
Employee specifying the alleged failure in reasonable detail (and during such 60
day period, Employee shall continue to be employed by the Company at full pay).
6. TERMINATION BY EMPLOYEE.
a. TERMINATION WITH GOOD REASON. Employee may terminate this Agreement
with Good Reason. "Good Reason" means:
(i) A material breach of the provisions of this Agreement by the
Company (except those set forth in Paragraph 4a above) and Employee
provides at least 15 days' prior written notice to the Company of the
existence of such breach and his intention to terminate this Agreement
(no such termination shall be effective if such breach is cured during
such period); or
(ii) The failure of the Company to comply with the provisions of
Paragraph 4a or to pay any amounts due under the Management Bonus
Program provisions of Paragraph 4b for an uninterrupted 10 day period.
b. TERMINATION WITHOUT GOOD REASON. Employee may terminate this
Agreement without Good Reason on 30 days notice.
7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.
a. TERMINATION FOR CAUSE. In the event Employee's employment with the
Company (including its subsidiaries) is terminated by the Company for Cause
as provided in Paragraph 5 then, on or before Employee's last day of
employment with the Company, the provisions of this Paragraph 7 a. shall
apply. These same provisions shall apply if Employee terminates his
employment with the Company without Good Reason.
(i) SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. The Company
shall pay in a lump sum to Employee at the time of Employee's
termination (a) an amount
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equal the unpaid salary due to the Employee for services performed
prior to the date of termination of employment plus (b) such amount of
Employee's target incentive bonus as has been earned based upon
fulfilling performance goals, and been accrued but remains unpaid plus
(c) compensation for unused vacation time. Any and all other rights
granted to Employee under this Agreement shall terminate as of the
date of termination.
(ii) NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of
Paragraphs 12 and 13 shall, at the option of the Company in its sole
discretion, continue to apply with respect to Employee for a period of
six months.
b. TERMINATION WITHOUT CAUSE. In the event Employee's employment with
the Company (including its subsidiaries) is terminated by the Company for
any reason other than for Cause as provided in Paragraph 5 and other than
as a consequence of Employee's death, disability, or normal retirement
under the Company's retirement plans and practices, then the following
provisions apply. These same provisions shall apply if Employee terminates
his employment with Good Reason as described in Paragraph 6. In addition to
the amounts stated below, Employee shall be paid an amount equal the unpaid
salary due to the Employee for services performed prior to the date of
termination of employment plus compensation for unused vacation time.
(i) SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. The Company
shall pay to Employee as compensation for services rendered to the
Company a cash amount equal to one-half (1/2) of the Employee's annual
base salary as then in effect plus the greater of (x) one-half (1/2)
the amount of Employee's targeted incentive bonus for the fiscal year
in which such employment is terminated, or (y) the amount of the
targeted incentive bonus to which he is entitled but which remains
unpaid. At the election of the Company, the cash amount referred to in
this Paragraph 7 (b) (i) may be paid to Employee in one lump sum or in
periodic installments, without interest, in accordance with the
regular salary payment practices of the Company, with the first such
installment to be paid on or before Employee's last day of employment
with the Company, and no interest shall be paid with respect to any
amount not paid on the Employee's date of termination.
(ii) VESTING OF OPTIONS AND RIGHTS. Notwithstanding the vesting
period provided for in the Stock Incentive Plan and any related stock
option agreements between the Company and Employee for stock options
("options") and stock appreciation rights ("rights") granted Employee
by the Company, all options and stock appreciation rights that were
exercisable at the date of termination or within six months thereafter
shall be immediately exercisable upon termination of employment. In
addition, Employee will have the right to exercise all such options
and rights for the shorter of (a) six months following his termination
of employment or (b) with respect to each option, the remainder of the
period of exercisability under the terms of the appropriate documents
that grant such options.
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(iii) BENEFIT PLAN COVERAGE. The Company shall maintain in full
force and effect for Employee and his dependents for six months after
the date of termination, all life, health, accident, and disability
benefit plans and other similar employee benefit plans, programs and
arrangements in which Employee or his dependents were entitled to
participate immediately prior to the date of termination, in such
amounts as were in effect immediately prior to the date of
termination, provided that such continued participation is possible
under the general terms and provisions of such benefit plans, programs
and arrangements. In the event that participation in any benefit plan,
program or arrangement described above is barred, or any such benefit
plan, program or arrangement is discontinued or the benefits
thereunder materially reduced, the Company shall arrange to provide
Employee and his dependents for six months after the date of
termination with benefits substantially similar to those that they
were entitled to receive under such benefit plans, programs and
arrangements immediately prior to the date of termination.
Notwithstanding any time period for continued benefits stated in this
Paragraph 7 (b)(iii), all benefits in this Paragraph 7(b)(iii), will
terminate on the date that Employee becomes an employee of another
employer and eligible to participate in the employee benefit plans of
such other employer. To the extent that Employee was required to
contribute amounts for the benefits described in this Paragraph
7(b)(iii), prior to his termination, he shall continue to contribute
such amounts for such time as these benefits continue in effect after
termination.
(iv) SAVINGS AND OTHER PLANS. Except as otherwise more
specifically provided herein or under the terms of the respective
plans relating to termination of employment, Employee's active
participation in any applicable savings, retirement, profit sharing or
supplemental employee retirement plans or any deferred compensation or
similar plan of the Company or any of its subsidiaries shall continue
only through the last day of his employment. All other provisions,
including any distribution and/or vested rights under such plans,
shall be governed by the terms of those respective plans.
(v) NONCOMPETITION/NONSOLICITATION PERIOD. The provisions of
Paragraphs 12 and 13 shall continue, beyond the time periods set forth
in such paragraphs, to apply with respect to Employee for six months.
The noncompetition and nonsolicitation provisions of this Agreement
shall no longer apply to Employee if the Company fails to pay the
amounts required under the provisions of Paragraph 7b(i) for an
uninterrupted 10-day period and such failure is not cured within 10
days after written notice of such failure is delivered to the Company.
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c. THIS SECTION DOES NOT ADDRESS TERMINATIONS AFTER A CHANGE IN
CONTROL. The provisions of this Paragraph 7 shall apply if Employee's
employment is terminated prior to or more than one year after the
occurrence of a Change of Control (as defined in Paragraph 8). From the
occurrence of any Change of Control until the first anniversary of such
Change of Control, the provisions of Paragraph 8 shall apply in place of
this Paragraph 7, EXCEPT THAT in the event that Employee's employment is
terminated by Employee after a Change of Control without Good Reason, then
the provisions of Paragraph 8 shall not apply and the provisions of
Paragraph 7a shall apply. Termination upon death, and disability are
covered by Paragraphs 9 and 10 and respectively.
8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.
a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. In the event
Employee's employment with the Company is terminated following the
occurrence of a Change of Control (other than as a consequence of his death
or disability) either (i) by the Company for any reason whatsoever or (ii)
by Employee with Good Reason as provided in Paragraph 6, then all benefits
under Paragraphs 7 (b) (i), (ii), (iii) and (iv) shall be extended to
Employee as described in such Paragraphs except that all options and rights
shall be immediately exercisable.
b. NONCOMPETITION PERIOD. In the event Employee's employment with the
Company is terminated following the occurrence of a Change of Control
either by the Company for any reason whatsoever or by Employee for any
reason whatsoever, the provisions of Paragraphs 12 and 13 shall be without
force and effect and shall not apply to Employee.
c. DEFINITION OF "CHANGE OF CONTROL." For purposes of this Agreement,
the term "Change of Control" shall mean
(i) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of ss. 13(d)(3) orss.
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) (any of the foregoing
described in this Paragraph 8c(i) hereafter a "Person") of 30% or more
of either (a) the then outstanding shares of Capital Stock of the
Company (the "Outstanding Capital Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Voting
Securities"), PROVIDED, HOWEVER, that any acquisition by (x) the
Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any Person that is eligible, pursuant to Rule
13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
with respect to its beneficial ownership of Voting Securities, whether
or not such Person shall have filed a statement on Schedule 13G,
unless such Person shall have filed a statement on Schedule 13D with
respect to beneficial ownership of 30% or more of the Voting
Securities or (z) any corporation with respect to which, following
such acquisition, more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Capital Stock and Voting Securities
immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition,
of the Outstanding Capital Stock and Voting Securities, as the case
may be, shall not constitute a Change of Control; or
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(ii) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a
director subsequent to the date hereof whose election or nomination
for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the
Directors of the Company (as such terms are used in Rule 14a-11 of
Regulation 14A, or any successor section, promulgated under the
Exchange Act); or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation (a "Business Combination"), in
each case, with respect to which all or substantially all holders of
the Outstanding Capital Stock and Voting Securities immediately prior
to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from Business Combination; or
(iv) (a) a complete liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Capital Stock and Voting Securities
immediately prior to such sale or disposition in substantially the
same proportion as their ownership of the Outstanding Capital Stock
and Voting Securities, as the case may be, immediately prior to such
sale or disposition.
9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by
the Company both prior to termination of employment and during the effective
term of this Agreement, all Employee's rights under this Agreement shall
terminate with the payment of such amounts of annual Base Salary as have accrued
but remain unpaid and a prorated amount of targeted incentive bonus under the
Company's Management Bonus Program through the month in which his death occurs,
plus three additional months of the fixed salary and targeted bonus. All
benefits under 7 (b)(ii) and (iv) shall be extended to Employee's estate as
described in such paragraphs. In addition, Employee's eligible dependents shall
receive continued benefit plan coverage under Paragraph 7 (b) (iii) for three
months from the date of Employee's death.
10. TERMINATION BY DISABILITY. Employee's employment hereunder may be
terminated by the Company for disability. In such event, all Employee's rights
under this Agreement shall terminate with the payment of such amounts of annual
Base Salary as have accrued but remain unpaid as of thirtieth (30th) day after
such notice is given EXCEPT that all benefits under Paragraphs 7 (b)(ii), (iii),
and (iv) shall be extended to Employee as described in such paragraphs. For
purposes of this Agreement, "disability" is defined to mean that, as a result of
Employee's incapacity due to physical or mental illness (a) Employee shall have
been absent from his duties as an officer of the Company on a substantially
full-time basis for six (6) consecutive months; and (b) within thirty (30) days
after the Company notifies Employee in writing that it intends to replace him,
Employee shall not have returned to the performance of his duties as an officer
of the Company on a full-time basis.
11. CERTAIN LIMITATIONS ON REMEDIES. Paragraph 7(b) provides that certain
payments and other benefits shall be received by Employee upon the termination
of Employee by the Company under the
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circumstances described therein. It is the intention of this Agreement that if
the Company terminates Employee other than for Cause then the payments and other
benefits set forth in Paragraph 7(b) shall constitute the sole and exclusive
remedies of Employee.
12. NONCOMPETITION.
a. At all times during Employee's employment hereunder, and for such
additional periods beyond the expiration or early termination of this
Agreement as may otherwise be required under this Agreement in reference to
this Paragraph 12, Employee shall not, directly or indirectly, engage or
agree to engage in any business or enterprise or be employed by or agree to
be employed by any business or enterprise (a "Competitor"), whether as
owner, operator, shareholder, director, partner, creditor, employee,
consultant, agent or in any capacity whatsoever, that manufactures products
designed to compete directly with products of the Company or markets such
products anywhere in the world where the Company (i) is engaged in business
or (ii) has evidenced an intention of engaging in business. For purposes of
this Paragraph, the parties hereto acknowledge and agree that Concurrent
Computer Corporation is a Competitor. Employee acknowledges that he has
read the foregoing and agrees that the nature of the geographical
restrictions are reasonable given the international nature of the Company's
business.
b. In the event that these geographical or temporal restrictions are
judicially determined to be unreasonable, the parties agree that these
restrictions shall be judicially reformed to the maximum restrictions which
are reasonable.
c. Notwithstanding the provisions of the preceding Paragraph 12a,
Employee may accept employment with a company that would be deemed to be a
Competitor of the Company so long as (i) the Competitor has had annual
revenues of at least $1 billion in each of the prior two fiscal years, (ii)
the Competitor's revenues for products and maintenance in direct
competition with the Company does not exceed 50% of its total revenues and
(iii) Employee's responsibilities are solely for divisions or subsidiaries
of the Competitor that do not compete with the Company.
13. NONSOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times during
Employee's employment hereunder, for six months after termination or expiration
of this Agreement, and for such additional periods as may otherwise be required
under this Agreement in reference to this Paragraph 13, Employee shall not,
directly or indirectly, for himself or for any other person, firm, corporation,
partnership, association or other entity (a) attempt to employ, employ or enter
into any contractual arrangement with any employee or former employee of the
Company, its affiliates, subsidiaries or predecessors in interest, unless such
employee or former employee has not been employed by the Company, its
affiliates, subsidiaries or predecessors in interest during the twelve months
prior to Employee's attempt to employ him, or (b) call on or solicit any of the
actual or targeted prospective customers of the Company or its affiliates,
subsidiaries or predecessors in interest with respect to any matters related to
or competitive with the business of the Company.
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14. CONFIDENTIALITY.
a. NONDISCLOSURE. Employee acknowledges and agrees that the
Confidential Information (as defined below) is a valuable, special and
unique asset of the Company's business. Accordingly, except in connection
with the performance of his duties hereunder, Employee shall not at any
time during or subsequent to the term of his employment hereunder disclose,
directly or indirectly, to any person, firm, corporation, partnership,
association or other entity any proprietary or confidential information
relating to the Company or any information concerning the Company's
financial condition, business line, business strategy or prospects, the
Company's customers, the design, research, development, manufacture,
marketing or sale of the Company's products, or the Company's methods of
operating its business, or intellectual property of any kind, which shall
include, without limitation, inventions, improvements, discoveries,
creations, computer programs, computer hardware, design specifications,
concepts, formulas, trade secrets, ideas, processes, know-how, methods,
proprietary data, software code, source code, products, future products,
techniques, any and all derivative works therefrom and any and all patents
and copyrights therein or any improvements thereof (collectively
"Confidential Information"). Confidential Information shall not include
information which, at the time of disclosure, is known or available to the
general public by publication or otherwise through no act or failure to act
on the part of Employee.
b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's
employment, for whatever reason and whether voluntary or involuntary, or at
any time at the request of the Company, Employee shall promptly return all
Confidential Information in the possession or under the control of Employee
to the Company and shall not retain any copies or other reproductions or
extracts thereof. Employee shall at any time at the request of the Company
destroy or have destroyed all memoranda, notes, reports, and documents,
whether in "hard copy" form or as stored on magnetic or other media, and
all copies and other reproductions and extracts thereof, prepared by
Employee and shall provide the Company with a certificate that the
foregoing materials have in fact been returned or destroyed.
c. BOOKS AND RECORDS. All books, records and accounts whether prepared
by Employee or otherwise coming into Employee's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company upon termination of Employee's employment hereunder or upon the
Company's request at any time.
15. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a
breach of any of the provisions of Paragraphs 12, 13 and 14 hereof would result
in immediate and irreparable injury to the Company which cannot be adequately or
reasonably compensated at law. Therefore, Employee agrees that the Company shall
be entitled, if any such breach shall occur or be threatened or attempted, to a
decree of specific performance and to a temporary and permanent injunction,
without the posting of a bond, enjoining and restraining such breach by Employee
or his agents, either directly or indirectly, and that such right to injunction
shall be cumulative to whatever other remedies for actual damages to which the
Company is entitled. Employee further agrees that the Company may set off
against or recoup from any amounts due under this Agreement to the extent of any
losses incurred by the Company as a result of
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any breach by Employee of the provisions of Paragraphs 12, 13 and 14 hereof.
Employee further acknowledges that the Company may have additional remedies set
forth in other agreements that may be in effect between Employee and the Company
(including without limitation a Stock Option Agreement between Employee and the
Company) that are available to the Company in the event of a breach of any or
all of the provisions of Paragraphs 12, 13 or 14 and that nothing herein shall
be deemed a waiver of such remedies set forth in such other agreements.
16. SEVERABILITY. Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
17. SUCCESSORS. This Agreement shall be binding upon Employee and inure to
his and his estate's benefit, and shall be binding upon and inure to the benefit
of the Company and any permitted successor of the Company. Neither this
Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any
corporation which is the successor in interest to the Company by reason of a
merger, consolidation or sale of substantially all of the assets of the Company.
The foregoing sentence shall not be deemed to have any effect upon the rights of
Employee upon a Change of Control.
18. NOTICES. Any notice required or permitted to be given hereunder shall
be written and sent by registered or certified mail, telecommunicated or hand
delivered at the address set forth herein or to any other address of which
notice is given:
To the Company: CyberGuard Corporation
2000 West Commercial Boulevard
Fort Lauderdale, Florida 33309
Attention: President
To Employee: To the address listed for
Employee in the records of the Company
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto.
20. WAIVER. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party.
21. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute a
single agreement.
22. INTERPRETATION. In the event of a conflict between the provisions of
this Agreement and any other agreement or document defining rights and duties of
Employee or the Company upon Employee's termination, the rights and duties set
forth in this Agreement shall control. This Section 22 is not intended to: waive
or amend the requirement regarding May 6, 1998 as described in Section 1a of the
Non-Statutory Stock Option Agreement dated September 4, 1998 between Employee
and the Company; or reduce Employee's rights regarding options' exercisability
on termination of employment to the extent such rights are more favorable under
any option agreement or option plan.
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23. SURVIVAL. Notwithstanding the provisions of Paragraph 2, the provisions
of Paragraphs 12, 13 and 14 shall survive the expiration or early termination of
this Agreement.
IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties
as of the date first above written.
COMPANY:
CYBERGUARD CORPORATION
-----------------------------------
By: Tommy D. Steele
Its: President
EMPLOYEE:
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Mike Wittig