Exhibit 10.01
SEVERANCE ARRANGEMENT
AGREEMENT, dated as of May 13, 2009,
between Halifax Corporation
of Virginia, a Virginia corporation (''Company"), and Joseph
Sciacca
("Executive"), amending and restating the severance arrangement
dated
May 10, 2000.
WITNESSETH:
WHEREAS, Executive has been employed
by the Company in a position
of high responsibility and authority and is presently its chief
financial officer, and
WHEREAS, it is in the best interest
of the parties hereto that
orderly and equitable provisions be made in the event of
termination
of the Executive.
NOW THEREFORE, in consideration of
the mutual promises herein
contained and other good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, the parties agree
as
follows:
1. The Company and the
Executive agree that the Executive is
employed on an at-will basis. Unless otherwise specifically
provided
in a written agreement signed by both the Company and the
Executive,
the parties understand that the Executive is employed for no
fixed
term or period, that either the Company or the Executive may
terminate
the Executive's employment with the Company at any time with or
without a reason, and that this Agreement creates no contract
of
employment between the Company and the Executive.
2. This Agreement shall remain
in full force and effect so long
as the Executive continues to be employed by the Company.
3. The Company shall have the
right to terminate the Executive's
employment without payment of severance as provided below in the
event
of the Executive's death, or on thirty (30) days written notice in
the
event that the Executive shall be unable, or shall fail, to
perform
all of the services required of his position with the Company as
a
result of any mental or physical incapacitating disability, to
the
extent that such inability or failure to perform required duties
shall
exist for any consecutive ninety (90) day period. The Company's
right
to terminate the Executive's employment without payment of
severance
under this Paragraph shall not limit or reduce in any way the
Executive's right to receive benefits under any disability
insurance
or plan maintained by the Company for the benefit of the
Executive.
4. The Executive shall have
the right to terminate his
employment with the Company at any time on written notice to
the
Company indicating the Executive's desire to retire or to resign
from
the Company's employment.
5. Except as provided in
Paragraph 3 and 4, the Executive's
employment with the Company may be terminated, without payment
of
severance as provided below only in the event of a termination
for
cause as defined in this Paragraph. For the purposes of this
Agreement, "Cause" shall be defined as gross negligence,
willful
misconduct, fraud, willful disregard of the Board of Directors'
direction or breach of published Company policy. The Executive may
be
terminated for Cause only in accordance with a resolution duly
adopted
by an absolute majority of the Company's Board of Directors
finding
that, in the good faith opinion of the Board of Directors, the
Executive; engaged in conduct
