Exhibit 10.99
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT, effective
as of April 1, 2000, is entered into by and between Robert J.
Marino (hereinafter referred to as the “Employee”) and
Telos Corporation, a Maryland corporation.
WITNESSETH
WHEREAS, the Company wishes to
employ the Employee as Executive Vice President, Sales and
Marketing, and the Employee wishes to serve the Company in such
capacity.
NOW, THEREFORE, in consideration of
the conditions and covenants set forth hereinafter, it is agreed as
follows:
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(a)
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“Effective Date” shall mean
April 1, 2000.
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(b)
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“Employment” shall mean the
employment of the Employee by the Company during the Employment
Period pursuant to the terms and conditions described
herein.
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(c)
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“Employment Period” shall mean the
period during which the Employment is in effect, determined
pursuant to Section 6.
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(d)
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“For
Cause” shall mean to knowingly commit an act in bad faith
that directly results in a substantial operating detriment to the
Company.
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(e)
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“Good
Reason” shall mean (i) the failure of the Company to pay
the Employee any portion of his salary, including bonuses within 60
days after any such salary or bonus is due and owing or
(ii) any meaningful diminution in scope of responsibility or
authority, or any reduction of salary or compensation, or those
circumstances as described in Section 6 (b)(v).
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2.
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Employment,
Duties and Agreements
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(a)
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The Company
hereby agrees to employ the Employee as Executive Vice President,
Sales and Marketing, and the Employee hereby accepts such
employment and agrees to serve the Company in such capacity during
the Employment Period. The Employee’s duties and
responsibilities shall be such duties and responsibilities as the
President and Chief Executive Officer may reasonably determine from
time to time and as are consistent with his job title and his
current duties, responsibilities and authority. The
Employee’s principal work location shall be in Ashburn,
Virginia, but the Employee may be required to travel consistent
with the requirements of his position, as Employee deems
appropriate. In rendering the Employment, the Employee shall be
subject to, and shall act in accordance with all reasonable
instructions and directions of the President and Chief Executive
Officer.
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2000 Employment Agreement
Robert J. Marino
Page 2
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(b)
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During the
Employment Period, the Employee shall devote all time, as he
reasonably deems necessary to fulfill his duties and
responsibilities as specified above. Employee shall faithfully and
diligently endeavor to promote the business and best interests of
the Company, and shall make available to the Company all knowledge
possessed by him relating to any aspect of his duties and
responsibilities hereunder.
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(c)
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Except as
specifically provided herein, during the Employment Period the
Employee may not, without the prior written consent of the Company,
operate, participate in the management, operations or control of,
or act as an employee, officer, director, trustee, consultant,
principal, partner, shareholder, agent or representative of any
type of business or service that competes with the Company
provided , however , that if the conditions set forth
in the next sentence are satisfied, the Employee shall not require
any such consent in connection with his (i) passive investment
in less than 5% of any class of securities which are required to be
registered under Section 12 of the Exchange Act,
(ii) passive investment in (a) any securities which are
not required to be so registered or (b) any business venture
(whether or not for profit) with respect to which securities have
not been issued, or (iii) serving on educational, civic or
charitable boards or committees or delivering lectures or speeches,
or teaching at educational, civic or charitable
institutions.
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As compensation for the performance
by the Employee of his obligations hereunder and the agreements
made by the Employee herein, during the Employment Period the
Company shall pay the Employee a base salary at the annual rate of
$218,358 payable pursuant to the Company’s normal payroll
schedule as adjusted from time to time, with such increases as may
be awarded from time to time by the President and Chief Executive
Officer.
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4.
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Incentive
Compensation
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Employee shall be entitled to
incentive compensation as may be identified in the Company’s
Incentive Plan, or in the CEO’s discretion.
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5.
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Company
Stock Option Grant
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The Company will grant or cause to
be granted to the Employee an option to purchase Shares in an
amount and at a price commensurate with and not less than that
which may be granted to other similarly situated corporate officers
of the Company.
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(a)
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Except as
otherwise set forth in this Section 6, the Employment Period
shall commence on the Effective Date and shall terminate 12 months
from the Effective Date, or may continue for any such further time
period as set forth in Section 6 (b)(v).
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2000 Employment Agreement
Robert J. Marino
Page 3
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(b)
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The Employment
Period shall terminate upon the occurrence of any of the
following:
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(i)
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The Employment
Period shall terminate as of the date of the Employee’s
death. In such case, the estate of the Employee shall be entitled
to the balance of salary and incentive due and owned through the
term of this Agreement and shall not be entitled to any further
compensation or payments under this Agreement.
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(ii)
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The Company may
terminate the Employment Period at any time For Cause. In the event
of the termination of the Employment Period pursuant to this
paragraph (ii), the Employee shall be entitled to any unpaid base
salary due and owed to the date of termination and shall not be
entitled to any further compensation or payments under this
Agreement.
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(iii)
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The Company may
terminate the Employment Period at any time other than For Cause.
In the event of the termination of the Employment Period pursuant
to this paragraph, the Employee shall be paid (a) any unpaid
base salary, and other amounts including Incentive Compensation, if
any, pursuant to Section 4 of this Agreement theretofore
earned but not paid, through the date of such termination, and
(b) a cash payment, payable within 30 days of the termination,
equal to the Employee’s base salary then in effect through
the remaining Employment Period, plus 2 years of the
Employee’s base salary then in effect. However, at the
discretion of the Company, the cash payment referred to above may
be paid over a two-year period in equal installments in accordance
with the Company’s payroll cycle. The Company will continue
to provide medical, dental, LTD, STD, life insurance and other
similar benefits through the remaining Employment Period and for a
24 month period following the remaining Employment Period as if
employee were still employed.
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(iv)
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During the
Employment Period, the Employee shall be entitled to terminate the
Employment. If the Employee terminates the employment for other
than Good Reason, the second sentence of paragraph (ii) of
this Section 6 (b) shall apply. If the Employee
terminates Employment for Good Reason, then the provisions of this
Section (6)(b)(iii) shall apply.
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(v)
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At the end of
the initially stated Employment Period should the Company and the
Employee fail to reach in good faith mutually agreeable terms with
regard to the extension of the Employment Agreement, the Company
will pay the Employee a cash payment equivalent to two years of the
Employee’s base salary then in effect plus benefits as
delineated in section 6(b)(iii). However, at the discretion of the
Company, the cash payment referred to above may be paid over a
two-year period in equal installments in accordance with the
Company’s payroll cycle. Further, if Employee is not notified
in writing by the Company 60 day
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