Employment Agreement - Infodata Systems Inc. and James Ungerleider
November 5, 1997
Mr. James Ungerleider
7210 Marlin Drive
Alexandria, VA 22307
Dear Jim,
We are pleased to offer you the position of President and Chief Executive
Officer of Infodata Systems Inc. In this position, you will report to the Board
of Directors and its Chairman, Richard T. Bueschel.
As the Company's Chief Executive Officer, your annual base salary will be
$200,000, payable monthly. You will participate in an annual incentive bonus
plan with a target bonus potential of up to fifty percent of base salary. This
bonus will be based upon mutually agreed performance achievements against both
personal management objectives for the year and selected company financial
performance measures. We will agree on these measures during your first sixty
days of employment. In recognition of your leadership role at Infodata, you will
be awarded options to acquire 250,000 shares of stock at a price of $9.50 per
share, which will vest to you as follows: 75,000 options upon employment, two
increments of 50,000 on the first and second anniversaries of employment, and
the remaining 75,000 options on the third anniversary of your employment. This
vesting is contingent only on your continued employment on those respective
dates.
The level of your salary and bonus will be reviewed annually by the Board. You
will, of course, be eligible to participate in the Company's Stock Option grant
program going forward. The amounts of any such future grants are subject to
approval of the Board of Directors. In addition, you will receive a $50,000
hiring bonus to be paid on January 2, 1998. You will participate in the
Company's benefit plans available to our other senior executives, including
health insurance, life insurance, and other programs. Infodata will provide you
with a life insurance policy with a death benefit equal to two times your base
salary, and disability coverage equal to sixty (60) percent of your base salary.
It is understood that your employment at Infodata is terminable-at-will and is
not for any definite term. However, Infodata agrees that in the event that your
employment is terminated by the Company, other than for cause, you will continue
to be paid your base salary in monthly increments for a period of eighteen
months, along with your various insurance benefits. A termination for cause will
be defined as a termination by the Company of your employment due to (a) your
willful disregard and failure to perform the duties for which employed (not
including
<PAGE>
Mr. James Ungerleider
November 5, 1997
Page 2
failure to perform due to a disability
entitling you to disability benefits) so as to result in material harm to the
Company, or (b) your indictment for a crime constituting a felony involving
moral turpitude and resulting in material harm to the Company.
Should you begin employment elsewhere with a new employer during this
eighteen-month period, these Infodata benefits (but not Salary Continuation)
will cease upon your eligibility for the new employer's similar programs.
Further, if during your first twelve months of employment at Infodata, I am not
Chairman of the Board, and during that same twelve month period you are
terminated other than for cause, the above salary and benefit provisions will
apply to a twenty-four month period following your departure.
Please confirm your acceptance of this offer and its terms by signing below and
returning a signed copy of this agreement to me.
As I am sure you know already from the time we have been together, we are
excited about your coming to Infodata and leading the next steps in our growth
and business performance. On behalf of our entire board, we look forward to
working together in the years ahead.
Sincerely,
/s/ Richard T. Bueschel
-----------------------
Richard T. Bueschel
Chairman of the Board,
Infodata Systems Inc.
Accepted:
/s/ James Ungerleider
---------------------
James Ungerleider