Exhibit
10.1


EMPLOYMENT
AGREEMENT


EMPLOYEE’S
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 23,
2007, by and between CIBER, Inc., a Delaware corporation (together with its
affiliates, the “Company”) and Marcia M. Kim (“Employee”).


Agreement


THE PARTIES AGREE
AS FOLLOWS:


1.             Duties.  Employee agrees to be employed by and to
serve the Company as its Senior Vice President/Federal Government Practice
President, and the Company agrees to employ and retain Employee in such
capacity, subject to the terms of Employee’s Agreement. Employee shall devote
all of Employee’s business time, energy and skill to the affairs of the
Company, subject to the direction of executive officers of the Company and as
further identified on Annex A hereto. 
Employee shall have powers and duties commensurate with Employee’s
position in the Company.  Employee shall
comply with the general management policies of the Company as announced from
time to time and made available to Employee in writing.  Employee’s principal place of business with
respect to Employee’s services to the Company shall be within twenty-five (25)
miles of the central business district of McLean, VA.  Employee shall be required at various times
to travel as part of Employee’s duties.


2.             Term of Employment.


2.1           Basic Term.  The initial term of employment of Employee by
the Company shall be from the date of Employee’s Agreement through the current
calendar year, unless terminated earlier pursuant to Employee’s Agreement.  Employee’s Agreement shall renew
automatically on an annual basis thereafter, subject to the termination
provisions hereof on the same terms contained herein unless the Company or
Employee provides written notice of its or Employee’s intention not to renew.


3.             Salary, Benefits
and Bonus Compensation.


3.1           Base Salary.  Commencing on the date of Employee’s
Agreement, the Company agrees to pay to Employee a “Base Salary” at the
annualized rate as described on Annex A, payable in twenty-six (26) equal
biweekly installments in accordance with the Company’s regular payroll
practice.


3.2           Bonuses.  Employee will be eligible to receive a bonus
as determined in accordance with Annex A attached hereto for each fiscal year
of the Company completed during the term of Employee’s employment.  The estimated award will be adjusted with a
final reconciliation in the first month of the following fiscal year.



 1
 









3.3           Additional Benefits.  For purposes of determining the benefits or
benefit levels to which Employee is entitled, Employee shall receive credit for
Employee’s length of employment with the Company. During the term of Employee’s
employment, Employee shall be entitled to the following fringe benefits:


3.3.1        Employee Benefits.  Employee shall be eligible to participate in
such of the Company’s benefit and compensation plans as may be generally
available to Employees of the Company. 
All such benefit plans may be amended or discontinued in the sole
discretion of the Company.


3.3.2        Business Expenses.  The Company shall reimburse Employee for all
reasonable and necessary expenses incurred in carrying out Employee’s duties
under Employee’s Agreement, including travel and entertainment expenses, in
accordance with the Company’s policies in effect from time to time.  Employee shall present promptly to the Company
an itemized account of such expenses in such form as may be required by the
Company.


3.3.3        Vacation.  Employee shall be entitled to vacation time
pursuant to the Company’s policy during which time Employee’s compensation
shall be paid in full.  In addition,
Employee shall be entitled to paid holidays and personal days off in accordance
with the Company’s policies in effect from time to time.


4.             Termination of
Employment.


4.1           Termination for
Cause.  Termination for Cause (as
defined below) of Employee’s employment may be effected by the Company at any
time without liability except as specifically set forth in Employee’s
Subsection. The termination shall be effected by written notification to
Employee and shall be effective as of the time set forth in such notice.  At the effective time of a Termination for
Cause, Employee immediately shall be paid all accrued Base Salary and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s duties hereunder, all to the effective time of
termination.  In addition, Employee shall
be entitled to benefits under any benefit plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans.


4.2           Termination Other
Than for Cause. The Company may effect a Termination Other Than for Cause
(as defined below) of Employee’s employment at any time upon giving written
notice to Employee of such termination and without liability except as
specifically set forth in Employee’s Subsection.  The termination shall be effective as of the
time set forth in such notice.  At the
effective time of any Termination Other Than for Cause, Employee shall
immediately be paid all accrued Base Salary and any reasonable and necessary
business expenses incurred by Employee in connection with Employee’s duties
hereunder, all to the effective time of termination.  Employee shall also be entitled to any unpaid
bonus compensation.  Unpaid bonus
compensation for the purposes of Employee’s Section 4.2 shall be pro rated
based on the number of full calendar months of Employee’s employment during the
fiscal year in which termination occurs. Employee shall also 



 2
 









be entitled to benefits under any benefit plans of the
Company in which Employee is a participant to the full extent of Employee’s
rights under such plans.


4.2.1        If Employee’s employment
is terminated at the will of the Company under Subsection 4.2, Employee shall
receive severance compensation. For purposes of determining the severance
compensation in Employee’s Subsection, the credit for Employee’s employment
with the Company shall not apply.  The
Company shall pay any severance compensation in accordance with the Company’s
regular payroll practice. There will be no severance compensation in the event
of a Termination for Cause.


4.2.1.1     If termination by the Company
occurs within the initial twelve (12) months, the severance compensation will
equal to eight (8) weeks of the then applicable Base Salary.


4.2.1.2     If termination by the Company
occurs between the thirteenth (13) month and sixty (60) month, the severance
compensation will equal to twelve (12) weeks of the then applicable Base Salary
plus one-fourth of the aggregate fully earned bonus compensation for the
most recent three months to the date of termination.


4.2.1.3     Beginning the sixty-first
(61) month, the severance compensation will equal to twenty-six (26) weeks of
the then applicable Base Salary plus one-half of the aggregate fully
earned bonus compensation for the most recent six months to the date of termination.


4.3           Termination by
Reason of Disability.  If Employee,
in the reasonable judgment of the Executive Officers of the Company, has failed
to perform Employee’s duties under Employee’s Agreement on account of illness
or physical or mental incapacity, and such illness or incapacity continues for
a period of more than six (6) months, then the question of whether Employee’s
illness or incapacity is reasonably likely to continue shall be submitted to
the Company or, if disability insurance is maintained by Employee, Employee’s
disability insurance carrier for determination. 
In the event the Company or such insurance carrier determines that
Employee is subject to such an illness or incapacity, the Company shall have
the right to terminate Employee’s employment (“Termination for Disability”) by
written notification to Employee and payment to Employee of all accrued Base
Salary, unpaid bonus compensation (prorated as provided in Section 4.2) and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s duties hereunder, all to the date of termination.  Employee shall also be entitled to benefits
under any benefit plans in which Employee is a participant, including
disability benefits, if any, to the full extent of Employee’s rights under such
plans.


4.4           Death.  In the event of Employee’s death during the
term of employment, Employee’s employment shall be deemed to have terminated as
of the last day of the month during which Employee’s death occurs, and the
Company shall pay promptly to Employee’s estate all accrued Base Salary, unpaid
bonus compensation (prorated as provided in Section 4.2) and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s 



 3
 









duties hereunder. 
Employee’s estate shall also be entitled to benefits under any benefit
plans of the Company in which Employee is a participant to the full extent of
Employee’s rights under such plans.


4.5           Voluntary
Termination.  In the event of a
Voluntary Termination (as defined below) by Employee, the Company shall
immediately pay all accrued Base Salary and any reasonable and necessary
business expenses incurred by Employee in connection with Employee’s duties
hereunder, all to the date of termination.


5.             Protection of the
Company’s Business.  For purposes of
determining the geographic areas to protect the Company’s business in the
Subsection 5.1 and Subsection 5.2 below, such protection shall be limited to
locations within the United States (as Federal is a “National” Practice).


5.1           No Competition and
No Solicitation of Clients.  Employee
shall not, during the term of Employee’s employment and for twelve (12) months
following the termination of Employee’s employment but not less than eighteen
(18) months from the date hereof (unless the Company grants Employee written
authorization):  (a) call upon,
cause to be called upon, solicit or assist in the solicitation of, any current
client, former client or potential client of the Company for the purpose of
selling, renting or supplying any product or service competitive with the
products or services of the Company; (b) provide any product or services
to any current client, former client or potential client of the Company which
is competitive with the products or services of the Company; or (c) request,
recommend, or advise any client or potential client to cease or curtail doing
business with the Company.  Any
individual, governmental authority, corporation, partnership or other entity to
whom the Company has provided services or products or has made one or more
sales calls during the twenty-four (24) month period preceding the date
of termination of Employee’s employment, shall be deemed a client or potential
client.


5.2           No Hire of Other
Employees or Independent Contractors. Employee shall not, during the term
of Employee’s employment and for twelve (12) months following the termination
of Employee’s employment but not less than eighteen (18) months from the date
hereof (unless the Company grants Employee written authorization): (a) except
on behalf of the Company, employ, engage or seek to employ or engage any
individual or entity, on behalf of Employee or any entity (including a client
of the Company), who was employed or engaged by the Company during the six (6)
month period preceding Employee’s termination or who is currently employed or
engaged by the Company; (b) solicit, recommend or advise any Employee of
the Company or independent contractor to terminate their employment or
engagement with the Company for any reason; (c) except on behalf of the
Company, solicit recruiting prospects and/or candidates whose files are
actively maintained or have been maintained during the last six (6) months
prior to Employee’s termination by the Company; or (d) enter into a business
arrangement with any other person or firm who is or has been an Employee or
independent contractor of the Company within the twelve (12) month period
preceding Employee’s termination.



 4
 









6.             Confidentiality.


6.1           Confidential
Information and Materials.  All of
the Confidential Information and Materials, as defined herein, are and shall
continue to be the exclusive confidential property and trade secrets of the
Company. Confidential Information and Materials have been or will be disclosed
to Employee solely by virtue of Employee’s employment with the Company and
solely for the purpose of assisting Employee in performing Employee’s duties
for the Company. “Confidential Information and Materials” refers to all
information belonging to or used by the Company or the Company’s clients relating
to internal operations, procedures and policies, finances, income, profits,
business strategies, pricing, billing information, compensation and other
personnel information, client contacts, sales lists, Employee lists,
technology, software source codes, programs, costs, marketing plans,
developmental plans, computer programs, computer systems, inventions,
developments, personnel manuals, computer program manuals, programs and system
designs, and trade secrets of every kind and character, whether or not they
constitute a trade secret under applicable law, including such of the foregoing
developed by Employee whether developed by Employee during or after business
hours.  Employee acknowledges and agrees
all Confidential Information and Materials shall, to the extent possible, be
considered works made for hire for the Company under applicable copyright
law.  To the extent any Confidential
Information and Materials are not deemed to be a work made for hire, Employee
hereby assigns to the Company any rights Employee may have or may acquire in
such Confidential Information and Materials as they are created, throughout the
world, in perpetuity.  Further, Employee
hereby waives any and all moral rights Employee may have in such Confidential
Information and Materials. 
Notwithstanding the foregoing, the Company acknowledges that it shall
have no right to inventions or other material for which no equipment, supplies,
facilities or Confidential Information and Material of the Company is used and
which are developed entirely on Employee’s own time and (i) do not relate
directly to the business of the Company, or (ii) do not result from any work
performed by Employee hereunder or from Employee’s work at the Company.


6.2           Non-disclosure
and Non-use.  Employee may use
Confidential Information and Material while an Employee of the Company and in
the course of that employment to the extent reasonably deemed necessary by the
Company for the performance of Employee’s responsibilities.  Such permission expires upon termination of Employee’s
employment with the Company or on notice from the Company.  Employee shall not, either during or after
Employee’s employment with the Company, disclose any Confidential Information
or Materials to any person, firm, corporation, association or other entity for
any reason or purpose unless expressly permitted by the Company in writing or
unless required by law.  Employee shall
not use, in any manner other than to further the Company’s business, any
Confidential Information or Materials of the Company.  Upon termination of Employee’s employment,
Employee shall immediately return all Confidential Information or Materials or
other property of the Company or its clients or potential clients in Employee’s
possession or control.



 5
 









7.             Definitions.


7.1           Definitions.  For purposes of Employee’s Agreement, the
following terms shall have the following meanings:


7.1.1        “Termination for Cause”
shall mean termination by the Company of Employee’s employment by the Company
by reason of Employee’s conviction of any felony crime, Employee’s dishonesty
towards, fraud upon or injury or attempted injury to the Company or its
clients, Employee’s breach of Employee’s Agreement, or any reason that
constitutes “cause” under applicable law.


7.1.2        “Termination Other Than
for Cause” shall mean termination by the Company of Employee’s employment by
the Company other than a Termination for Cause, Termination for Disability, or
for any or no reason.


7.1.3        “Voluntary Termination”
shall mean termination by Employee of Employee’s employment with the Company,
but shall not include constructive termination by the Company by reason of
material breach of Employee’s Agreement by the Company.


8.             Remedies.


8.1           Liquidated Damages.


8.1.1        If Employee violates
Subsection 5.1, Employee shall pay to the Company as liquidated damages, the
greater of Company’s gross billings to the client to which products or services
are supplied in violation of Subsection 5.1 during the year immediately prior
to the first improper solicitation or $25,000, to compensate the Company for
its lost revenue, client development expenses and other damages.


8.1.2        If Employee violates
Subsection 5.2, Employee shall pay to the Company as liquidated damages,
in compensation for its recruitment and training costs, lost revenues and other
damages the greater of $25,000 ($100,000 if an officer of the Company) or the
actual identifiable damages of the Company for each Employee or independent
contractor hired or engaged in violation of Subsection 5.2.


8.1.3        Employee and the Company
have carefully considered the issue of liquidated damages and after negotiation
agree that they are a reasonable compromise after attempting to estimate what
the actual damages would be and assessing the risk of collection.


8.1.4         Employee authorizes the
Company to disclose the terms of Sections 5, 6 and 8 of Employee’s
Agreement to any subsequent employer or client of Employee.



 6
 









8.2           Equitable Remedies.  The service rendered by Employee to the
Company and the information disclosed to Employee during Employee’s employment
are of a unique and special character, and any breach of Sections 5 or 6
hereof will cause the Company irreparable injury and damage which will be
extremely difficult to quantify. 
Although the parties have agreed on liquidated damages for some of the
potential breaches by Employee, they agree that because of the risk of
collection and intangibles which are impossible to measure, the Company will be
entitled to, in addition to all other remedies available to it, injunctive
relief to prevent a breach and to secure the enforcement of all provisions of
Sections 5 and 6.  Employee represents
Employee’s experience and knowledge will enable Employee to earn an adequate
living in a noncompetitive business and that the injunctive relief will not
prevent Employee from providing for Employee and Employee’s family.


8.3           Costs.  If litigation is brought to enforce or
interpret any provision contained herein, the court shall award reasonable
attorneys’ fees and disbursements to the prevailing party as determined by the
court.


8.4           Severability.  THE PARTIES HAVE CAREFULLY CONSIDERED ALL OF
SECTIONS 5, 6 AND 8 AND AGREE THAT THEY REPRESENT A PROPER BALANCING OF
THEIR INTERESTS.  It is the express
intent of the parties hereto that the obligations of, and restrictions on, the
parties as provided in Sections 5 and 6 shall be enforced and given effect
to the fullest extent legally permissible. 
If, in any judicial proceeding, a court shall refuse to enforce one or
more of the covenants or agreements contained in Employee’s Agreement because
the duration thereof is too long, the scope thereof is too broad or some other
reason, for the purpose of such proceeding, the court may reduce such duration
or scope to the extent necessary to permit the enforcement of such obligations
and restrictions.


9.             Miscellaneous.


9.1           Payment Obligations.  The Company’s obligation to pay Employee the
compensation provided herein is subject to the condition precedent that
Employee performs Employee’s obligations.


9.2           Waiver.  The waiver of the breach of any provision of
Employee’s Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or other provision hereof.


9.3           Entire Agreement;
Modifications.  Employee’s Agreement
represents the entire understanding between the parties with respect to the
subject matter hereof, and Employee’s Agreement supersedes any and all prior
understandings, agreements, plans and negotiations, whether written or oral,
with respect to the subject matter hereof, including, without limitation, any
understandings, agreements or obligations respecting any past or future
compensation, bonuses, reimbursements or other payments to Employee from the
Company.  All modifications to Employee’s
Agreement must be in writing and signed by the party against whom enforcement
of such modification is sought.



 7
 









9.4           Notices.  All notices and other communications under
Employee’s Agreement shall be in writing and shall be given by hand delivery,
or first-class mail, certified or registered with return receipt requested,
or by commercial overnight courier or by fax and shall be deemed to have been
duly given upon hand delivery, receipt if mailed, the first business day
following delivery to a commercial overnight courier or upon receipt of a fax,
addressed as follows:


If to the Company:


CIBER, Inc.


5251 DTC Parkway, Suite
1400


Greenwood Village,
Colorado 80111


Attention:  Mac Slingerlend


Phone:  (303) 220-0100


Fax:  (303) 267-3899


If to Employee:


Marcia M. Kim


8920 Saunders Lane


Bethesda, Maryland
20817


Any party may
change such party’s address for notices by notice given pursuant to Employee’s
Section 9.4.


9.5           Headings.  The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of Employee’s Agreement.


9.6           Governing Law;
Consent to Jurisdiction.  Employee’s
Agreement shall be governed by and construed in accordance with the laws of the
State of Colorado without application of its conflict of laws rules.


9.7           Severability.  Should a court or other body of competent
jurisdiction determine that any provision of Employee’s Agreement is excessive
in scope or otherwise invalid or unenforceable, such provision shall be
adjusted rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and all other provisions of the Agreement shall be
deemed valid and enforceable to the extent possible.


9.8           Binding Effect;
Assignment. Employee’s Agreement shall be binding upon and inure to the
benefit of the parties herein and their respective executors, administrators,
heirs, successors and assigns. The provisions of Employee’s Agreement relating
to the duties and obligations of the Company are transferable, assignable and
delegable by the Company. Those provisions relating to the duties and
obligations of the Employee are not transferable, assignable or delegable.



 8
 









9.9           Counterparts.  Employee’s Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one and the
same Agreement.


9.10         Withholdings.  All compensation and benefits to Employee
hereunder shall be reduced by all federal, state, local and other withholdings
and similar taxes and payments required by applicable law.  The Company may withhold amounts due it from
Employee from amounts due under Employee’s Agreement to Employee.


IN WITNESS
WHEREOF, the parties hereto have executed Employee’s Agreement as of the date
first above written.


	
  EMPLOYEE

  	
  CIBER, Inc., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Marcia M.
  Kim

  	
   

  	
  By:

  	
  /s/ Mac Slingerlend

  	
   

  
	
  Marcia M. Kim

  	
   

  	
   

  	
  Mac Slingerlend, President/CEO

  	
   

  



 



 9














ANNEX A


To the Employment Agreement of Marcia
M. Kim


Dated April 23, 2007
 (Effective April 23, 2007)


The following terms are
annexed to Ms. Kim’s employment agreement: 
Base salary of $216,000 for the period from April 23, 2007 to December
31, 2007; bonus target – balance of 2007 - $125,000 based upon achievement of
quantitative levels of revenue and EBITA, plus qualitative factors; stock
options (separately filed); a New Deal bonus component; Change of Control
provisions – first six months - $150,000, seventh to eighteenth month - one
time base + bonus; thereafter 1.5 times base + bonus as defined.