AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

                                                                   EXHIBIT 10.20

 

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

 

     Pursuant   to   this   Amended   and    Restated    Employment    Agreement    (the

"Agreement")   dated February 25, 2005 ("Effective   Date"),   Roy E. Crippen,   III

("Executive")   and Digital   Fusion,   Inc., a Delaware   corporation   ("Company"),

hereby amend and restate Executive's Employment Agreement with Company dated May

5, 2004 ("Old Agreement") to read in its entirety as follows:

 

1. Employment; Term.

 

(a)   Employment.   Subject   to the terms and   conditions   set forth   herein,   the

     Company   agrees to employ and   Executive   agrees to serve as the   Company's

     Chief   Executive   Officer.   During the term of employment,   Executive shall

     have such   responsibilities,   duties and authorities as   commensurate   with

     presidents of similar size, and additionally, such responsibilities, duties

     and   authorities as may be assigned to the Executive by the Company's Board

     of   Directors,   provided,   that,   the same is not   inconsistent   with   such

     position.   Executive   agrees   that he will   use his full   business   time to

     promote the interests of the Company and its   affiliates and to fulfill his

     duties hereunder. In addition, the Company will elect or cause the election

     of Executive   to the Board of   Directors   of the   Company.   Nothing in this

     Agreement shall however   preclude   Executive from engaging,   so long as, in

     the   reasonable   determination   of the Company's   Board of Directors,   such

     activities   do   not   interfere    with   the   execution   of   his   duties   and

     responsibilities   hereunder,   in   charitable   and community   affairs,   from

     managing any passive investment made by Executive in publicly traded equity

     securities or other property (provided, that, no such investment may exceed

     5% of the equity of any entity, without the prior approval of the Company's

     Board of Directors) or from serving,   subject to the prior   approval of the

     Company's   Board of   Directors,   as a member of boards of directors or as a

     trustee of any other corporation, association or entity (provided, that, no

     such   prior   approval   shall   be   required   for any   such   boards   on which

     Executive shall currently serve).   For purposes of the preceding   sentence,

     any approval of the Company's Board of Directors   required herein shall not

     be unreasonably withheld.

 

(b)   Term.   Unless   sooner   terminated   pursuant   to   Section   3,   the   term   of

     Executive's   employment   pursuant to this   Agreement   shall commence on the

     Effective Date and shall continue thereafter for a period of two years (the

      "Term").    Executive   and   the   Company   understand   and   acknowledge   that

     Executive's   employment with the Company constitutes   "at-will" employment.

     Subject to the   Company's   obligation   to   provide   severance   benefits   as

     specified   herein,    Executive   and   the   Company    acknowledge   that   this

     employment   relationship may be terminated at any time, upon written notice

     to the other party,   with or without   Cause or Good Reason,   as those terms

     are defined below, at the option of either the Company or Executive.

 

 

 

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2. Compensation. During the employment term under this Agreement, the Company

shall compensate Executive as follows:

 

(a)   Base Salary. Subject to adjustment as set forth below, the Company will pay

     Executive while he is employed   hereunder,   an annualized base compensation

     of not less than One Hundred   Seventy-Five   Thousand Dollars   ($175,000.00)

     per year, payable in substantially equal bi-monthly   installments,   or more

     frequently in accordance   with   Company's   usual payroll   policy (the "Base

     Salary").   The Company will review   annually   Executive's   performance   and

     compensation.

 

(b)   Performance   Bonus.   Executive shall be entitled to such bonus compensation

     as the Compensation   Committee deems   appropriate.   Such bonus compensation

     shall be   based,   in   part,   on the   achievement   of   performance   criteria

     established by the Compensation   Committee,   including criteria relating to

     the profitability of the Company.

 

(c)   Participation   in   Company   Stock   Ownership   Plan.   During   the   period of

     Executive's   employment,   Executive   will be entitled to participate in the

     Company's Stock Option Plan (or such other successor plan), as the Board of

     Directors or Compensation Committee, in its sole discretion, may determine.

     Effective as of the date of this   Agreement,   Executive holds stock options

     (the   "Options") to purchase   125,000   shares (the   "Shares") of the common

     stock of the   Company,   which   Options   were granted to him on December 12,

     2001.

 

(d)   Benefits. Executive will be eligible to participate in all benefit programs

     of the Company which are in effect for its senior executive   personnel and,

     to the extent   available to executive   personnel,   its employees   generally

     from time to time.

 

(e)   Vacation.   Executive will be entitled each year to vacation for a period or

     periods not   inconsistent   with the normal policy of Company in effect from

     time to time,   but in any event not less than   fifteen   vacation   days each

     year and to such holidays as may be   customarily   afforded to its employees

     by the Company, during which periods Executive's compensation shall be paid

     in full.

 

(f)   Reimbursement of Expenses.

 

     (i)   All reasonable travel and entertainment expenses incurred by Executive

          in the course of fulfilling this Agreement or otherwise   promoting the

          Company and its business   shall be   reimbursed   by the   Company.   Such

          reimbursement shall be made to Executive promptly following submission

          to the Company of receipts and other   documentation   of such   expenses

          reasonably satisfactory to the Company.

 

 

 

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     (ii) In addition to the expenses   reimbursable   pursuant to   paragraph   (i)

          above, the Company shall also pay to Executive a monthly   allowance of

          $125.00 for telephone expenses.

 

3. Termination.

 

(a)   Death   and   Legal   Incapacity.    Executive's    employment   hereunder   shall

     terminate upon Executive's death or legal incapacity.

 

(b)   Disability.   Executive's   employment   hereunder   may be   terminated   by the

     Company in the event of Executive's Disability.   As used in this Agreement,

     the term "Disability"   shall mean the inability or failure of the Executive

     to perform the   essential   functions   of the position for which he has been

      employed by the Company,   for more than 90 consecutive   days or for shorter

     periods   aggregating   more than 150 days in any   period   of 12   consecutive

     months,   all   as   determined   in   good   faith   by a   majority   vote   of the

     disinterested   members   of the   Company's   Board of   Directors.   Until such

     termination   occurs,   Executive   shall   continue to receive his base salary

     Base Salary as then in effect, provided, however, that such salary shall be

     reduced to the extent of any   short-term   disability   benefits   provided to

     Executive under a short-term disability plan sponsored by the Company.

 

(c)   For   Cause.   Executive's   employment   hereunder   may be   terminated   by the

     Company for cause   ("Cause")   upon the   occurrence   of any of the following

     events and in accordance with the time periods set forth below:

 

     (i)   Executive's breach of any material duty or obligation hereunder, which

          breach   continues   or renews at any time after notice and a reasonable

          opportunity to desist or otherwise cure has been furnished.

 

     (ii) Executive   is   convicted   or pleads   guilty or nolo   contendre   to any

          felony (other than traffic   violation) or any crime   involving   fraud,

          dishonesty or misappropriation;

 

     (iii)Executive   willfully   engages in misconduct   that causes material harm

          to the Company

 

     (iv) The Executive   willfully engages in an act that constitutes a conflict

          of interest with the Company or a usurpation of a business opportunity

          of the Company,   in either case without the prior written   approval of

          the Company's Board of Directors.

 

     The   determination   as to whether any of the foregoing   Causes has occurred

     shall be made in good faith by the affirmative   vote of at least 75% of the

     disinterested   members of the Company's Board of Directors.   No event shall

     be deemed a basis for Cause unless Executive is terminated therefore within

 

 

 

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     60 days   after   such event is known to the   Chairman   of the   Company or if

     Executive is Chairman, known to the Chairman of any committee of the Board.

 

(d)   For Good Reason.   Executive may terminate his employment hereunder for good

     reason ("Good Reason") if such termination occurs within six months 60 days

     after:

 

     (i)   The   Company   assigns   to   Executive   any   duties or   responsibilities

          inconsistent   with Section 1, which assignment is not withdrawn within

          20   business   days   after   Executive's   notice to the   Company   of his

          reasonable objection thereto;

 

     (ii) Executive is   relocated   more than 40 miles from   Huntsville,   Alabama

          without his prior written consent; or

 

     (iii)The Company   breaches any material   provision   of this   Agreement   and

          such   breach and the effects   thereof are not   remedied by the Company

          within 20 business days after Executive's notice to the Company of the

          existence of such breach.

 

(e)   Effect of Termination.

 

     (i)   If the Company   terminates   Executive's   employment   for reasons other

          than   for   Cause,   or   for   Executive's   death,   legal   incapacity   or

          disability or Disability,   or if Executive   terminates   this Agreement

          for Good Reason,   the   obligations   of Executive   under this Agreement

          will   terminate   except that the   covenants   contained in Section 4(a)

          shall continue indefinitely, and the obligations in this section shall

          continue   pursuant   to their   terms.   In such   event,   for a period of

          eighteen (18) months after the date of   Executive's   termination,   the

          Company shall pay   Executive,   in accordance   with   customary   payroll

          procedures, Executive's base salary Base Salary as then in effect and,

          in addition, any Performance Bonus that Executive would have earned in

          the year he was   terminated,   prorated as of the date of   termination.

          For such eighteen-month   period, the Company shall continue to provide

          medical   coverage to Executive under   substantially   the same terms as

          were in effect on the date   Executive's   employment   terminated   under

          this provision.   Additionally, any and all vested options, warrants or

          other securities   awarded to Executive pursuant to the Company's Stock

          Option   Plan   or any   other   similar   plan   or   other   written   option

           agreement    shall,    as   of   the   date   of   Executive's    termination,

          immediately   vest and become   exercisable and all such vested options,

          warrants or other securities shall remain exercisable by Executive for

          the duration of the period during which the options, warrants or other

          securities   would have remained   exercisable if Executive had remained

          employed by the   Company.   The amounts   paid to   Executive   under this

          paragraph   shall not be affected in any way by Executive's   acceptance

          of other employment during the six-month period described above.

 

 

 

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     (ii) Except as   otherwise   provided   herein,   if Executive   terminates   his

           employment   for any   reason   other   than Good   Reason   or   Executive's

          employment is terminated for Cause,   the   obligations of Executive and

          the   Company   under this   Agreement   will   terminate   except   that the

          covenants   of   Executive   contained   in Section   4(a)   shall   continue

          indefinitely and the covenants of Executive   contained in Section 4(d)

          shall continue until the first   anniversary of the date of Executive's

          termination.   In such   event,   Executive   shall be entitled to receive

          only the compensation   hereunder   accrued and unpaid as of the date of

          Executive's termination.

 

     (iii)If Executive's   employment terminates due to a disability   Disability,

           as defined in Section 3(b), the   obligations   of Executive   under this

          Agreement   will   terminated   except that the covenants in Section 4(a)

          shall continue   indefinitely.   In such event, for a period of one year

          after   the date of   Executive's   termination,   the   Company   shall pay

          Executive,    in   accordance    with    customary    payroll    procedures,

          Executive's   base   salary   Base   Salary as then in   effect,   provided,

          however,   that the   payment   of such   salary   shall be   reduced to the

          extent of any   long-term   disability   benefits   provided to   Executive

          under a   long-term   disability   plan   sponsored   by the   Company.   The

          vesting   and   exercise   of any   and all   options,   warrants   or   other

          securities awarded to Executive pursuant to the Company's Stock Option

          Plan or any other   similar plan shall be governed by the terms of such

          plan, or if awarded pursuant to a written option   agreement,   then the

          terms of such agreement.

 

     (iv) No amount   payable to Executive   pursuant to this   Agreement   shall be

          subject to mitigation due to Executive's acceptance or availability of

          other employment.

 

4. Restrictive Covenants; Non-Competition.

 

     The parties   hereto   recognize   that   Executive's   services are special and

unique   and that the   level   of   compensation   and the   provisions   herefor   for

compensation are partly in consideration of and conditioned upon Executive's not

competing with the Company.

 

(a)   Except   as   otherwise   permitted   hereby,   or by   the   Company's   Board   of

     Directors,   Executive   shall treat as   confidential   and not communicate or

     divulge   to any other   person   or entity   any   information   related   to the

     Company or its affiliates or the business,   affairs,   prospects,   financial

     condition   or   ownership   of the   Company   or any   of its   affiliates   (the

     "Information")   acquired by   Executive   from the   Company or the   Company's

     other   employees   or agents,   except (i) as may be   required to comply with

     legal   proceedings   (provided,   that,   prior   to such   disclosure   in legal

     proceedings   Executive notifies the Company and reasonably   cooperates with

     any   efforts   by the   Company to limit the scope of such   disclosure   or to

     obtain confidential treatment thereof by the court or tribunal seeking such

     disclosure) or (ii) while employed by the Company, as Executive   reasonably

     believes   necessary   in   performing   his   duties.   Executive   shall use the

 

 

 

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     Information    only   in   connection   with   the   performance   of   his   duties

     hereunder,   and not   otherwise   for his benefit or the benefit of any other

     person or entity.   For the purposes of this   Agreement,   Information   shall

     include,   but not be limited to, any   confidential   information   concerning

     clients,   subscribers,   marketing,   business and operational methods of the

     Company or its affiliates and its and its affiliates' clients, subscribers,

     contracts,    f