Tatum CFO Partners, LLP
Amended Executive Services
Agreement
October 4, 2005
Mr. Peter A. Deliso
LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Dear Mr. Deliso:
Tatum CFO Partners, LLP
(“Tatum”) understands that LCC International, Inc.
(“the Company”) desires to engage a partner of Tatum to
serve as chief financial officer. This Executive Services Agreement
sets forth the conditions under which such services will be
provided.
Services; Fees
Tatum will make available to the
Company C.R. “Bob” Waldron (the “Tatum
Partner”), who will serve as chief financial officer of the
Company. The Tatum Partner will become an employee and a duly
elected or appointed officer of the Company and subject to the
supervision and direction of the CEO of the Company, the board of
directors of the Company, or both. Tatum will have no control or
supervision over the Tatum Partner.
The Company will pay the Tatum
Partner directly a salary of $22,916.67 a month
(“Salary”). Salary may be increased from time to time,
by the Company. Starting October 26, 2005, the Company will
pay directly to Tatum, as partial compensation for the resources
provided, an amount equal to (i) 20% of Salary of the Tatum Partner
during the first and second 12 months of the term of this
agreement, (ii) 12% of Salary during the third 12 months,
and (iii) $1,000 per month during the remainder of the term of this
agreement.
The Tatum Partner will be
eligible to receive Cash Bonuses under the Company’s
executive incentive compensation plan. The Tatum Partner will be
eligible to receive Equity Bonuses under the Company’s equity
incentive plan. The Company will pay directly to Tatum 15% of any
Cash Bonus paid to the Tatum Partner during the term of this
agreement. No payments will be due or payable by the Company with
respect to Equity Bonuses. For purposes hereof, (i) “Cash
Bonus” means any cash bonus that is paid to the Tatum Partner
under the Company’s regular annual bonus program for Company
executives, (ii) “Equity Bonus” means any stock,
option, warrant, or similar right that is granted to or exercised
by the Tatum Partner, in each case in connection with services
rendered by the Tatum Partner, and (iii) “Salary” means
the regular monthly payments described above plus any severance
paid to the Tatum Partner during the term hereof, but excluding any
Cash Bonus, Equity Bonus, benefits (including medical benefits
subsidy paid to Employee), and other compensation. All compensation
payable or deliverable to Tatum is referred to herein as the
“Resource Fee.”
In lieu of the Tatum Partner
participating in the Company-sponsored employee medical/dental
insurance benefit, the Tatum Partner will remain on his or her
current medical/dental plan. The Company will reimburse the Tatum
Partner for amounts paid by the Tatum Partner for such
medical/dental insurance for himself and (where applicable) his
family of up to $ 324.00 per month upon presentation of reasonable
documentation of premiums paid by the Tatum Partner. In accordance
with the U.S. federal tax law, such amount will not be considered
reportable W-2 income, but instead non-taxable benefits
expense.
As an employee, the Tatum Partner
will be eligible for any Company employee retirement and/or 401(k)
plan and for vacation and holidays consistent with the
Company’s policy as it applies to senior management, and the
Tatum Partner will be exempt from any delay periods otherwise
required for eligibility.
Payments;
Payments to Tatum should be made
by direct deposit through the Company’s payroll, or by an
automated clearing house (“ACH”) payment at the same
time as payments are made to the Employee. If such payment method
is not available and payments are made by check, Tatum will issue
invoices to the Company, and the Company agrees to pay such
invoices no later than ten (10) days after receipt of
invoices.
The Company will reimburse the
Tatum Partner directly for out-of-pocket expenses incurred by the
Tatum Partner in providing services hereunder to the same extent
that the Company is responsible for such expenses of senior
managers of the Company.
Converting to
Permanent
The Company will have the
opportunity to make the Tatum Partner a permanent member of Company
management at any time during the term of this agreement by
entering into another form of Tatum agreement, the terms of which
will be negotiated at such time.
Hiring Tatum Partner Outside
of Agreement
During the twelve (12)-month
period following termination or expiration of this agreement, other
than in connection with conversion to a Permanent Employee under
the previous paragraph, the Company will not employ the Tatum
Partner, or engage the Tatum Partner as an independent contractor,
to render services of substantially the same nature as those to be
performed by the Tatum Partner as contemplated by this agreement.
The parties recognize and agree that a breach by the Company of
this provision would result in the loss to Tatum of the Tatum
Partner’s valuable expertise and revenue potential and that
such injury will be impossible or very difficult to ascertain.
Therefore, in the event this provision is breached, Tatum will be
entitled to receive as liquidated damages an amount equal to
twenty-five percent (25%) of the Tatum Partner’s Annualized
Compensation (as defined below), which amount the parties agree is
reasonably proportionate to the probable loss to Tatum and is not
intended as a penalty. The amount will be due and payable to Tatum
upon written demand to the Company. For this purpose, ''Annualized
Compensation’’ will mean monthly Salary equivalent to
what the Tatum Partner would receive on a full-time basis
multiplied by twelve (12), plus the maximum amount of any Cash
Bonus for which the Tatum Partner was eligible with respect to the
then current bonus year, and which the Tatum Partner had a
reasonable opportunity to receive given any relevant performance or
other criteria and/or the Company’s then-current bonus
practices, provided that such payment shall be pro rated on the
basis of the number of days the Tatum Partner actually performed
services hereunder within the applicable annual bonus
period.
Termination
The Company may terminate this
agreement, and the Tatum Partner’s employment, for any reason
or for no reason at anytime upon at least 30 days’ prior
written notice to the Tatum Partner, such termination to be
effective on the date specified in the notice, provided that such
date is no earlier than 30 days from the date of delivery of
the notice. Upon any such termination, the company shall have no
further obligation or liability hereunder except (a) the
payment of any Salary earned but unpaid as of the effective date of
termination, and (b) the payment of any Severance Payment due
and payable under the following paragraph of this agreement.
Likewise, Tatum may terminate his employment for any reason upon at
least 30 days
