Exhibit 10.24


 





 


July 31, 2007


 


 


Mr. John Roger


709 Meadowmont Lane


Chapel Hill, NC 27517


 


Dear John:


 


Consonus Technologies, Inc. is pleased to offer you the
position of Executive Vice President and Chief Operating Officer. You will
report directly to me. On a temporary basis, you will have a dotted line
reporting relationship with the Chairman of the Board of Consonus Technologies,
Nana Baffour. The specific parameters of the dotted line relationship is defined
in your job description which is enclosed. Your expected start date will be
Monday, August 6, 2007.


 


Your annual compensation plan will consist of an annual base
salary of $185,000 and annual bonus targets of $100,000 as well as $50,000 in additional
bonus for exceeding targeted and defined performance goals. Upon hiring, you
will also be awarded with restrictive stock entitling you to earn 1.25% of the
fully diluted shares of the Company. The full details of your annual
compensation and stock award plan are defined in the attached Executive Compensation
Plan. CTI will also provide you with an automobile allowance paid monthly in
the amount of $600. In addition, you will be granted four weeks of paid
vacation, pro-rated for your first year. CTI will also pay incidental hiring
employment expenses to include Cobra and legal expenses not to exceed $3,000.


 


Within the Executive Compensation Plan, you will also find
your key performance objectives for the balance of 2007 as well as purview into
the spirit of future performance objectives. I’m sure you will find these in
alignment with our many discussions.


 


As an employee of Consonus Technologies, Inc., you are eligible
to participate in our employee benefits programs, the provisions of which are
explained in the enclosed Benefits Summary. If you have any questions after
reading this material, please feel free to contact Debra Barie, our Human
Resources Manager, at (919) 379-8474.


 


Also enclosed with this offer letter, is our Employment
Agreement. These documents must be read, signed and returned before the commencement
of your employment with Consonus Technologies, Inc. If you have any questions
regarding this Agreement, please feel free to contact me.


 


Speaking for the Board of Directors and the entire Consonus
Technologies team, we are pleased to have you as a key member of our management
team. I will look forward to the many contributions I know you will make.


 


 


	
  /s/ Michael G. Shook

  	
   

  	
  /s/ John Roger

  	
   

  
	
  Michael G. Shook

  	
  John Roger

  
	
  President and CEO

  	
   

  
	
   

  	
  July 31, 2007

  	
   

  
	
   

  	
  Date

  



 


 


	
   

  	
  301 Gregson
  Drive

  	
  919 379 8000  phone

  
	
   

  	
  Cary, NC  27511

  	
  919 379 8100  fax

  
	
   

  	
   

  	
  www.stratech.com

  
				



 

















 


	
  Consonus Technologies Inc.

  	
   

  	
  July
  26, 2007

  



Executive Vice President &
Chief Operating Officer (COO)


Job Description


 


Position Summary:


 


The Executive Vice
President & COO is responsible for the effective execution of the Company’s
business strategy. The COO is responsible for the development, maintenance and
delivery of products and services that meet client needs and build shareholder
value. In order to meet the Company’s objectives, the COO must ensure that
there is an appropriate quantity and quality of management and staff. The COO
is responsible for establishing professional and effective management practices
in the development and delivery of client solutions that provide for a high growth
services strategy.


 


Responsibilities:


 


Effective planning,
organization and control of management and staff to deliver competitive and
profitable suite of professional business solutions to clients.


 


Directs the timely
planning, development and implementation of products and services to meet
present and future client needs and expectations.


 


Ensures that products and
services contribute to the Company’s differentiation from its competitors and
delivers optimal corporate revenue growth.


 


Ensures the complete and
accurate costing and pricing of products and services leading to profitablilty
of offerings and building of shareholder value.


 


Responsible for the
optimal delivery of services to clients; accountable for client satisfaction
and retention.


 


Effective recruitment,
retention and development of employees to enable business activities.


 


Development and
implementation of effective business processes, policies and procedures
reflecting best practices, contributing to corporate profitability and providing
a strong foundation for business development and growth.


 


Effective planning for
future business growth; ensures appropriate lead time for effective transitions
and implementation.


 


Manages resources (human,
financial and physical) to ensure achievement of annual business plan.


 

















 


Ability to quickly adapt
and lead management and staff in a business environment subject to significant
change due to competition, mergers, acquisitions, emergencies and other
challenges.


 


Constantly questions and
challenges the status quo to ensure that the organization is being managed to
its optimal efficiency and effectiveness.


 


Relationships:


 


Reports to the President
& Chief Executive Officer


 


Has a temporary dotted
line reporting structure with the Chairman of the Board. Communication
structure with the Chairman will be via defined bi-monthly, one on one phone
calls discussing key goals and objectives progress.


 


Reporting to the COO are:
Sr. Vice President Hosting Infrastructure, Vice President Managed Services
Business Development, Vice President Customer Support, Director of Service
Management and Infrastructure Solutions and Services Directors


 


Extensive contact with
clients


 


Knowledge and Skills:


 


University degree and a
minimum of 15 years progressive management and leadership experience, with a
substantial portion of this experience in a major corporation recognized as a
leader in best practices.


 


Strong financial
management skills including product and cost accounting


 


Superior human relations
skills, ability to motivate people to deliver exceptional performance


 


Ability to sell ideas and
concepts


 


Effective verbal and
written communications skills


 


Ability to work under
pressure in a rapidly changing environment


 


Thorough knowledge of
modern business practices required to deliver professional solutions to clients.


 

















 


Key Objectives for the first 12
months.


 


• develop
a thorough knowledge of the business, its SWATS, staff and clients


 


• develop
a strong positive working relationship with members of the  management team and staff


 


• transitioning
the operation from reselling services to full managed service provider.


 


• identify
and recommend remedial action to any obstacles to profitable growth.


 


• rethinking
of operational framework including products, services and delivery system to
drive overall margins to 5+% EBITDA


 


• develop
effective integration program with mapped out processes and clearly defined
tactics to minimize disruption and capture benefits.


 

















 


 


	
  

  	
  Executive
  Compensation Plan – John Roger Executive Vice President and Chief Operating
  Officer Annual Base Salary (Paid Monthly) $185,000 Annual Incentive Bonus
  Target $100,000 2007 incentive to include prorated July to December
  performance to be paid after 2007 financials have been reported. Annual
  incentive bonus for 2008 and beyond to be determined in concert with board
  directed executive compensation plans 0% of Bonus Target for performance
  under 75% of Plan 50% of Bonus Target for performance at 75% to 84% of Plan
  100% of Bonus Target for performance at 85% to 100% of Plan 15% of Bonus
  Target will be earned based on Qualitative Targets 85% of Bonus Target will
  be earned based on Quantitative Targets Additional Incentive Compensation for
  Exceeding Targets $50,000 Additional $50,000 Bonus for attaining 110% of Plan
  15% of Additional Bonus Target will be earned based on Qualitative Targets
  85% of Additional Bonus Target will be earned based on Quantitative Targets
  Performance Category - Quantitative Reducing STI SG&A by 10% to 15%
  annualized resulting in a run rate reduction of 2M to 3M dollars for 2007 In
  2008, quantitative measures will be based on the appropriate KPIs to be
  selected by CEO/ Board such as CTI EBITDA, CTI EBITDA Margin; CTI SG&A as
  % sales, Managed Services growth etc Performance Category – Qualitative
  Create an environment of cost consciousness and profit maximization
  throughout CTI Leading the development of an innovative business agenda
  Collaborating and advising existing CTI Customer Relationship Management team
  relative to requirements and best practices, processes, and enterprise
  integration Leading, developing and implementing a performance measurement
  and monitoring culture across the organization 

  



 













	
  

  	
  Executive
  Compensation Plan Stock Purchases Upon hiring Executive may purchase stock up
  to $50,000 at a valuation on the low end of the CTI valuation performed by
  KPMG Stock Award Upon hiring Executive will be awarded with restricted stock
  entitling him to earn 1.25% of the fully diluted shares of the company. The
  Award is performance based and will vest over 3 years based on the following
  schedule, subject to Executive meeting at least 75% of the plan/goals: -
  First 6 Months 30% - December 31, 2008 40% - December 31, 2009 20% - December
  31, 2010 10% Note: 2008 and beyond annual incentive bonus to be paid
  annually, consistent with the new compensation recommended by the board. Key
  compensation metrics to include performance to plan in categories such as
  EBITDA, EBITDA to sales percentage, SG&A to sales percentage and Managed
  Services growth. 

  



 













 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
is made and entered into as of July 31, 2007, by and between CONSONUS
TECHNOLOGIES, INC., a North Carolina corporation (the “COMPANY”), and JOHN
ROGER, an individual residing in Orange County, North Carolina (the “EMPLOYEE”).


 


WITNESSETH:


 


WHEREAS, the
Company desires to employ the Employee as Executive Vice President and Chief
Operating Officer and to enter into this Agreement with the Employee embodying
the terms of such employment; and


 


WHEREAS, the Employee
desires to accept such employment with the Company and to enter into this
Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


1.                                      Definitions.


 


“Agreement”
shall mean this Employment Agreement and any appendices, exhibits or schedules
affixed hereto.


 


“Agreement Date”
shall mean the date first above written.


 


“Cause” shall have
the meaning set forth in Subsection 6.1 of this Agreement.


 


“Change of Control”
shall have the meaning set forth in Subsection 6.3 of this Agreement.


 


“Company”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Company
Property” shall have the meaning set forth in Subsection 6.6 of this
Agreement.


 


“Confidential
Information” shall have the meaning set forth in Subsection 7.2 of this
Agreement.


 

















 


 “Covered Customer” shall have the
meaning set forth in Subsection 7.1 of this Agreement.


 


“Covered
Services” shall have the meaning set forth in Subsection 7.1 of this
Agreement.


 


“Covered
Territory” shall have the meaning set forth in Subsection 7.1 of this
Agreement.


 


“Employee”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Invention or
Discovery” shall mean any new process, machine, apparatus, manufacture, or
composition of matter, or any new use therefore or improvement thereon, any new
design or configuration of any kind or work of authorship of any kind,
including, without limitation, compilations and derivative works, whether or
not patentable or copyrightable.


 


Wherever from the context
it appears appropriate, each term stated in either the singular or plural shall
include the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, the feminine and the
neuter.


 


2.             Employment.
Subject to and upon the terms and conditions herein provided, the Company
hereby agrees to employ the Employee and the Employee hereby agrees to be
employed by the Company for the term of this Agreement, which term shall begin
as of the Agreement Date and shall terminate as provided in Section 6.


 


3.             Position and
Responsibilities. During the term hereof the Employee shall be employed as
Executive Vice President and Chief Operating Officer of the Company. In such
capacity, the Employee shall, in the sole discretion of the Company, report to
Michael G. Shook. In accordance with such position, Employee is hereby granted
responsibilities, duties and authority that are appropriate to Employee’s
position and otherwise assigned to Employee by the Employee’s Manager. While so
employed, the Employee agrees to devote his best efforts, skills and abilities
to further the interests of the Company. Employee further agrees to obtain
prior written consent from Company before engaging in any outside business
activities, such as consulting, during the Term of Employment, that involves a
vendor, customer, or competitor of Company.


 


4.             Compensation.
For services rendered hereunder, the Company shall compensate Employee as set
forth in that certain offer letter to Employee from Company dated July 31,
2007, a copy of which is attached hereto as Exhibit A. Such compensation
shall be payable in accordance with the Company’s normal payroll practices.


 


2

















 


5.            Employee Benefits;
Reimbursement of Expenses.


 


5.1           Company Plans.
The Employee shall be entitled to participate in all the Company’s health,
accident, retirement, disability and other benefit plans, programs or practices
from time to time in effect for similarly situated employees of the Company.


 


5.2           Expenses. The
Company shall promptly reimburse the Employee for all reasonable and documented
expenses incurred in connection with the performance of his/her duties
hereunder; provided, however, that the Company may from time to
time, require that expenses in excess of a given amount shall be approved by an
authorized officer of Company, prior to the Employee incurring any such
expenditure.


 


6.             Termination.
This Agreement shall terminate upon the occurrence of any one of the following
events:


 


6.1           With Cause. The
Company may terminate this Agreement, at any time for Cause, with or without
prior notice to Employee. The term “Cause” as used herein, shall mean (a) the
Employee, in carrying out his/her duties hereunder, has been guilty of gross
negligence or willful and wanton misconduct which in either case results in
material harm to the financial condition, business, assets, or prospects of the
Company; (b) the conviction of , or entering of plea of no contest by, the
Employee for (1) fraud, misappropriation, or embezzlement relating to the
Company, (ii) any felony, or (iii) any other offense that results in an active
sentence of at least thirty (30) days imprisonment; (c) any material breach of
this Agreement by the Employee; (d) the loss, suspension or material impairment
of any license, certification, registration or other professional credential
(“License”) held by Employee, if Company deems such License necessary for
Employee to remain qualified to perform his/her responsibilities hereunder; or
(e) the Employee fails to carry out directions (consistent with his/her
position as set forth in Section 3 above) of the President, Chief Executive
Officer, or the Board of Directors of the Company, which failure cannot be
cured or shall not have been cured within thirty (30) days after receipt by the
Employee of written notice from the Company specifying in reasonable detail the
failure to so carry out such directions.


 


6.2           Without Cause.
Employee’s employment hereunder shall be an employment at will. Accordingly,
either the Company or Employee may terminate this Agreement and Employee’s employment
hereunder, at any time, for any or no reason, with or without cause.


 


6.3           Change of Control.
Employee may terminate this Agreement for “Good Reason” within six (6) months
of a Change of Control. Change of Control is defined as:


 


(a)           acquisition of beneficial
ownership of more than 50% of the voting power of outstanding securities of the
Company, excluding (i) acquisitions by Michael G. Shook, his affiliates, or
(ii) acquisitions by employee benefit plans sponsored by the Company or an
affiliate;


 


(b)           approval by the
shareholders of the Company of a reorganization or merger, unless (i) the
merger results in outstanding voting securities of the Company continuing to
represent more than 80% of the voting securities of the surviving entity 


 


3

















 


immediately after the
merger; or (ii) the merger is effected to recapitalize the Company, and no
person acquires more than 30% of the voting securities;


 


(c)           approval by the
shareholders of the Company of a complete liquidation, dissolution, or sale of
all or substantially all of the assets of the Company; or


 


(d)           a merger in which the
Company is the survivor in a merger if it becomes a subsidiary corporation of
another entity.


 


Employee may not
terminate his obligations hereunder for Good Reason without first giving the
Company thirty (30) days prior written notice of the grounds for such
termination for Good Reason and the opportunity for the Company to cure such
grounds for Good Reason. Good Reason is defined as follows:


 


(e)           diminution in office,
title, reporting requirements or responsibilities;


 


(f)            material reduction in
the Employee’s base salary, bonus or benefits taken as a whole without the
Employee’s consent; or


 


(g)           a change in the
location of the Employee’s office of more than 50 miles without the Employee’s
prior consent.


 


6.4           Death. This
Agreement shall terminate immediately upon the death of Employee.


 


6.5           Certain Payments
Upon Termination. Upon termination of this Agreement and Employee’s
employment hereunder, for whatever reason, the Company shall pay the Employee
or his/her beneficiary such salary as he/she may be entitled to receive for
services rendered prior to the date of such termination.


 


(a)           If Employee is
terminated by the Company for Cause as defined herein, or if Employee’s
employment ends due to Employee’s death, or if Employee voluntarily resigns,
the Company shall not be liable for any other payments to the Employee.


 


(b)           If Employee is
terminated by the Company without Cause, the Company shall give Employee at
least one (1) year prior written notice of such termination or, at the
Company’s election, the Company will pay to Employee an amount equal to
Employee’s regular base salary for a period of four (4) weeks in lieu of all or
a part of such notice.


 


(c)           If the Employee
terminates his employment for Good Reason arising from a Change of Control, the
Company will pay to Employee an amount equal to Employee’s regular base salary
for a period of four (4) weeks.


 


6.6           Return of Company
Property. Upon termination of Employee’s employment with Company for any
reason, Employee shall leave with or return to Company all personal property
belonging to Company (“Company Property’) that is in Employee’s possession or
control as of the date of such termination of employment, including, without
limitation, all 


 


4

















 


records, papers,
drawings, notebooks, specifications, marketing materials, software, reports,
proposals, equipment, or any other device, document or possession, however
obtained, whether or not such Company Property contains Confidential
Information.


 


7.             Restrictive
Covenants.


 


7.1           Noncompetition.
Upon the termination of Employee’s employment for any reason, whether by the
Company, with or without Cause, or through Employee’s resignation, Employee
hereby covenants and agrees that for a period of one (1) year after such
termination, Employee shall not, on his/her own behalf or for others, directly
or indirectly, provide the Covered Services (as herein defined) in competition
with Company (whether as a proprietor, partner with another, shareholder, agent
or consultant of, employee of or lender to, another) to any Covered Customer
(as herein defined) in the Covered Territory (as herein defined). For purposes
of this Agreement, the “Covered Services” shall mean systems integration, and
the marketing and selling of computer solutions for the manufacturing,
distribution and financial services marketplace; “Covered Customer” shall mean
any client or customer of Company or any prospective client or customer of
Company with whom Employee has had any business contacts on behalf of Company
within the last twelve (12) months of Employee’s employment with Company; and
the “Covered Territory” shall include: the States of North Carolina, South
Carolina, Virginia, Tennessee, Florida and Georgia. Employee further agrees
that for a period of one (1) year following his/her termination of employment
with Company, he/she will provide written notice to Company of the name and address
of any other employer with whom Employee accepts employment at least 24 hours
prior to commencement of such employment.


 


7.2           Nondisclosure.
The Employee agrees that he/she will not at any time disclose to any person,
partnership or other entity who or which is, or reasonably may be expected to
be, in competition with the Company in the computer software integration
business, any confidential information or trade secrets of the Company
(“Confidential Information”) or use such Confidential Information for his/her
own benefit, unless such disclosure or use is with the prior express written
consent of the Company. For purposes of this Agreement, “Confidential
Information” shall mean any scientific, technical, merchandising, production,
management, or financial information, any design, process, procedure, any
formula, pattern, improvement, device, idea, concept, information or
compilation of information, including but not limited to employee lists,
customer or client lists, lists of prospective clients or other contracting
parties with the Company, sales plans, marketing surveys and plans, business
plans and opportunities, business records, any Invention or Discovery during
the Term of Employment (whether discovered, made, conceived or developed by
Employee alone or in conjunction with others, whether or not during working
hours, whether or not on the Company’s premises and whether or not with the use
of Company’s facilities, equipment, materials, personnel or funds) and
proprietary information of customers and clients of the Company. The foregoing
shall not prevent the Employee from responding to the request of a governmental
agency or pursuant to court order or as otherwise required by law and shall not
apply to any Confidential Information that (i) has been voluntarily disclosed
by Company (or by a third party with the lawful right to make such disclosure)
to the Public, (ii) is in Employee’s possession prior to disclosure to Employee
by Company, or (iii) has otherwise legally entered the public domain.


 


5

















 


7.3           Nonsolicitation.
Employee agrees that during and after the Term of Employment he/she will not
contact, solicit, interfere with or attempt to entice in any form, fashion or
manner any other employee of Company for the purpose of inducing such employee
to terminate his/her employment with Company or act in any way that would or
could be detrimental to the best interests of the Company.


 


Notwithstanding the
termination or expiration of this Agreement for any reason whatsoever, the
Employee’s obligations under this Section 7 shall survive and remain in full
force and effect in accordance with their terms.


 


8.             Injunctive Relief.
The Employee acknowledges and agrees that the Company would suffer irreparable
injury in the event of breach or threatened breach of any of the provisions of
Section 7 above and, accordingly, that the Company shall be entitled to an
injunction restraining the Employee from any breach or threatened breach
thereof. Nothing herein shall be construed, however, as prohibiting the Company
from pursuing other remedies at law or in equity which it may have for any
breach or threatened breach hereof by the Employee, including the recovery of
damages from the Employee.


 


9.             Freedom to
Contract. The Employee represents, warrants and covenants that he/she has
the right and power to enter into this Agreement and to perform his/her
obligations hereunder, that he/she neither has made nor will he/she make any
contractual or other commitments that would conflict with the performance of
his/her obligations hereunder and that the Employee will neither do acts or
enter into any commitments in derogation of his/her obligations hereunder.


 


10.           Amendment. This
Agreement contains the entire agreement of the parties with respect to the
matters set forth of the parties herein, and may only be amended by subsequent
written agreement of the parties hereto. All prior agreements between the
Employee and the Company, whether in writing or not, relating to terms and
conditions of the Employee’s employment with the Company are hereby canceled.
No waiver by either party of any breach by the other party of any term,
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same or any prior or subsequent time.


 


11.           Binding Effect.
Except as otherwise expressly provided in this Agreement, the Employee’s rights
and obligations under this Agreement shall not be transferable by assignment or
otherwise, such rights shall not be subject to commutation, encumbrances, or
the claims of the Employee’s creditors, and any attempt to do any of the
foregoing shall be null and void. The provisions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the Employee and
his/her heirs, beneficiaries and personal representatives, and shall be binding
upon and inure to the benefit of, and be enforceable by, the Company, its
successors and assigns.


 


12.           Governing Law; Severability.
Except as otherwise set forth herein, this Agreement is governed by and is to
be construed and enforced in accordance with the laws of the State of North
Carolina without regard to principles of conflicts of law. If any provision or
portion of this Agreement shall be determined to be invalid unenforceable for
any reason, in 


 


6

















 


whole or in part, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.


 


13.           Withholding of Taxes.
The Company may withhold from any compensation payable under this Agreement all
federal, state, city, or other taxes as shall be required pursuant to any law,
regulation or ruling.


 


14.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


15.           Notices. Any
notice given to either party hereto shall be in writing and shall be deemed to
have been given when delivered personally or sent by certified or registered
mail, postage prepaid, return receipt requested, duly and properly addressed to
the party concerned at the address indicated below or to such changed address
as party may subsequently give notice of:


 


If to the Company:


 


Consonus
Technologies, Inc.


301
Gregson Drive


Cary,
North Carolina 27511


Attention:
Michael G. Shook, President


 


with a
copy to:


 


Wyrick,
Robbins, Yates & Ponton, L.L.P.


4101
Lake Boone Trail, Suite 300


Raleigh,
North Carolina 27607


Attention:
Eric A. Vernon, Esq.


 


If to
the Employee:


 


John
Roger


709
Meadowmont Lane


Chapel
Hill, NC  27517


 


16.           Headings. The
headings contained in this Agreement are for reference purposes only and shall
not be deemed to be part of the Agreement or to affect the meaning or
interpretation of this Agreement.


 


7

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Employment Agreement as of the date and year
first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSONUS TECHNOLOGIES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael G. Shook

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael G. Shook

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Roger