Exhibit 10.2
Tatum CFO Partners, LLP Interim
Executive Services Agreement
April 19, 2005
Mr. Peter A. Deliso
Mr. C. Thomas Faulders, III
LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Dear Mr. Deliso and
Mr. Faulders:
Tatum CFO Partners, LLP
(“Tatum”) understands that LCC International, Inc.
(“the Company”) desires to engage a partner of Tatum to
serve as interim chief financial officer. This Interim 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 interim chief financial officer
of the Company. The Tatum Partner will become an employee and, if
applicable, 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 $22,000 a month. In addition, the
Company will pay directly to Tatum a fee of $5,500 a month
(“Fees”) as partial compensation for resources
provided.
The Company will have no
obligation to provide the Tatum Partner any health or major medical
benefits, stock, or bonus payments. The Tatum Partner will remain
on his or her current medical plan.
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 Interim 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 another Tatum agreement, 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. If,
however, a court or arbitrator, as applicable, determines that
liquidated damages are not appropriate for such breach, Tatum will
have the right to seek actual damages. 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 bonus for which the Tatum Partner was eligible with respect
to the then current bonus year.
Term &
Termination
This agreement will be for a term
of six months starting April 25, 2005 and ending
October 25, 2005. Should the Company utilize The Tatum Partner
for less than six months, the rate of $30,000 ($24,000 for the
Tatum Partner and $6,000 for Tatum) will be applied for the time
used on a proportional basis.
The Company shall have the right
to terminate this engagement and/or the Tatum Partner’s
employment with the Company at anytime, and for any reason, upon
two weeks written notice to Tatum and/or the Tatum
Partner.
Tatum retains the right to
terminate this agreement immediately if (1) the Company is
engaged in or asks the Tatum Partner to engage in or to ignore any
illegal or unethical activity, (2) the Tatum Partner dies or
becomes disabled, (3) the Tatum Partner ceases to be a partner
of Tatum for any other reason, or (4) upon ten days advance
written notice by Tatum of non-payment by the Company of amounts
due under this agreement, unless such amounts are paid. For
purposes of this agreement, disability will be as
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