EMPLOYMENT AND NON-COMPETE
AGREEMENT
This
Agreement is made as of May __, 2008, between WidePoint
Corporation, a Delaware corporation (the “Company”);
and Ronald Oxley, (“Employee”). The parties agree that
the terms and provisions of this Agreement are subject to and
contingent upon (1) the approval of the Board of Directors of the
Company, and (2) the closing of a pending private equity infusion
of no less than $3 Million in the Company. Subject to the
foregoing, the Company and Employee hereby agree as
follows:
1.
Employment . The Company agrees to employ Employee in the
respective positions set forth and described herein and as attached
as Exhibit A, and Employee accepts such employment by the Company
upon the terms and conditions set forth in this Agreement, for the
period beginning on the date of this Agreement and ending upon
termination pursuant to paragraph 4 (the “Employment
Period”).
2.
Compensation and Benefits . In consideration for the
valuable services to be rendered by Employee and for
Employee’s agreement not to compete against the Company as
described in paragraph 5, the Company hereby agrees that during the
two (2) years of the Employment Period, the Company will pay
Employee a gross Base Salary (the “Base Salary”) as set
forth and described herein and as attached as Exhibit B. The Base
Salary of Employee after the two (2) years of this Agreement shall
be determined by the Compensation Committee and the Board of
Directors of the Company. Employee also shall be entitled to (1)
reimbursement for actual business expenses which have been
pre-approved in writing by the Company; (2) comparable combined
paid vacation/sick leave and medical and other benefits consistent
with those received by other similarly situated employees of the
Company unless superseded in Exhibit B; and (3) bonus compensation
in amounts as determined in the reasonable discretion of the
Compensation Committee and the Board of Directors of the Company,
unless superseded in Exhibit B. Employee shall also be entitled to
receive the stock options from WidePoint as determined in the
reasonable discretion of the Compensation Committee of the Board of
Directors of WidePoint unless superseded in Exhibit B. Employee
shall be covered by the directors and officers liability insurance
coverage of WidePoint so long as Employee maintains a position with
the Company as either an officer or director of the Company as
further defined under the Company’s Director’s and
Officers Insurance Plan.
3.
Services . During the Employment Period, Employee agrees to
devote Employee’s best efforts and substantially all of
Employee’s business time and attention to the business
affairs of the Company, as its Executive Vice President Sales,
Marketing and Business Strategy as further described in Exhibit A
(except for reasonable vacation periods subject to the reasonable
approval of the Company or reasonable periods of illness or other
incapacity). During the Employment Period, Employee agrees to
render such services as the Company may from time to time direct.
During the Employment Period, Employee agrees that Employee will
not, except with the prior written consent of the Company, become
engaged in or render services for any business other than the
business of the Company.
4.
Termination . The Employment Period will continue from the
date of this Agreement unless terminated earlier by (a)
Employee’s death or permanent disability which renders the
Employee unable to perform Employee’s duties hereunder (as
determined by the Company in its good faith judgment), (b) by
Employee’s resignation, commencing from and after the second
anniversary date of this Agreement, upon prior written notice to
the Company of ninety (90) days before the annual anniversary date
of this Agreement, or (c) the Company for Cause. For purpose of
this paragraph 4, “Cause” shall mean (i) the repeated
failure or refusal of Employee to follow the lawful directives of
the Company, or its designee (except due to sickness, injury or
disabilities), after prior notice to Employee and a reasonable
opportunity to cure by Employee of up to thirty (30) days, (ii)
gross inattention to duty or any other willful, reckless or grossly
negligent act (or omission to act) by Employee, which, in the good
faith judgment of the Company, materially injures the Company,
including the repeated failure to follow the policies and
procedures of the Company, after prior notice to Employee and a
reasonable opportunity to cure by Employee of up to thirty (30)
days, (iii) a material breach of this Agreement by Employee, after
prior notice to Employee and a reasonable opportunity to cure by
Employee of up to thirty (30) days, (iv) the commission by Employee
of a felony or other crime involving moral turpitude or the
commission by Employee of an act of financial dishonesty against
the Company or, (v) a proper business purpose of the Company, which
shall be limited to a decrease in the staffing of the Corporate HQ
staff, at which the Employee is working, or the elimination of the
position filled by Employee as a result of a material decrease in
revenues and/or profits of the Company, but with other cost cutting
measures and the termination of other employees being first
considered and instituted as determined in the sole judgment of the
Company prior to the termination of Employee; provided, however,
that in the event the Company terminates Employee under this
subparagraph (v), then (I) the scope of the non-compete under
Paragraph 5 shall be limited to the products and services offered
by the Company as of the termination of Employee under subparagraph
(v) and (II) the Company shall pay to Employee the lesser of (A)
Employee’s salary and benefits each month for the six (6)
month period immediately following such termination under
subparagraph (v) or (B) in the event less than six (6) months
remains in the then current term of Employee’s employment
with the Company, then Employee shall receive Employee’s
salary and benefits each month for such lesser remaining period of
time.
5.
Non-Compete .
(a)
In the event the Employment Period is terminated under paragraphs
4(b) or 4(c) above, then the non-compete provisions of this
paragraph 5 will apply to Employee
