Exhibit 10.1




 




SECOND ADDENDUM




TO




EXECUTIVE MANAGEMENT SEVERANCE AGREEMENT




AND CONVERSION TO




EXECUTIVE RETENTION AGREEMENT




 




SECOND

ADDENDUM, dated as of September 1, 2002, to Executive Management Severance

Agreement dated August 11, 1999, between John F. McCabe, (the “Executive”)

residing at 10700 Schindel Court, Great Falls, Virginia 22066, and Condor

Technology Solutions, Inc., a Delaware corporation (the “Company” or “Condor”),

with offices at 2745 Hartland Road, Falls Church, Virginia 22043, which was amended

by an ADDENDUM, dated as of December 31, 2001 (together the “Agreement”).




 




WHEREAS, the

Agreement provides for certain compensation and benefits to the Executive

following a Change of Control of the Company; and




 




WHEREAS, the

Company effected a restructuring of its debt and issued shares of Common Stock

to its lender group in connection therewith equaling approximately 55% of all

shares outstanding and sold substantially all of its assets to CACI

International Inc, both events constituting a Change of Control of the Company

for purposes of the Agreement; and




 




WHEREAS, the

Executive is entitled to receive upon his voluntary termination of employment

under the Agreement the amount of $525,000; and




 




WHEREAS, the

Company desires to convert the Agreement into a retention agreement, to ensure

the continuing services of the Executive; and




 




WHEREAS, the

Executive desires to assist the Company in implementing its plan of liquidation

and with other matters, now therefore,




 




IN

CONSIDERATION of the premises and other good and valuable consideration, the

Company and the Executive agree that:




 




1.               The Executive shall continue as an

employee of the Company reporting to the President and Chief Executive Officer

of the Company, or shall serve as President of the Company, at the direction of

the Board of Directors of the Company. 

The Executive shall devote such time as is required to wind up the

affairs of the Company and the implementation of the Plan of Liquidation

adopted by the Board of Directors, subject to stockholder approval, and perform

such other duties as shall be determined from time to time by the President and

Chief Executive Officer or the Board of Directors of Company.




 




2.               The Executive’s salary shall be at the

annual rate of $140,000 for the first twelve months following the date first

set forth above in this Second Addendum to the Agreement (the “Effective Date”)

and at the annual rate of $70,000 for the second twelve months following the

Effective Date, paid semi-monthly, plus employee benefits, including medical

and dental coverage, provided to non-executive full-time employees of the

Company, or equivalent fringe benefits. 

The Executive shall also receive a payment of $200,000, in cash less

applicable tax withholdings, within five (5) business days of the Effective

Date.




 




3.               Upon the termination of employment of

the Executive for any reason other than for cause, the Executive shall be paid,

in cash, an amount of severance benefits (“Severance Benefit”) equal to

$210,000, less the aggregate amount of base salary received by him from the

Effective Date through the date of his termination of employment; provided the

Executive does not voluntarily terminate his employment or is terminated by the

Company for cause, as defined in this Agreement, prior to a date 24 months from

the Effective Date.  In the event that

the Executive’s employment is terminated by the Company other than for cause

prior to a date 24 months from the Effective Date, the Executive shall be paid

the Severance Benefit upon such termination.




 




1





























 




4.             Executive shall be paid a bonus of

twenty percent (20%) of amounts collected from sources other than from the sale

of the operating assets of the Government Solutions Division, Langhorne (CHMC)

Division, or the Titan Division of the Company, as such amounts are

received.  Currently known possible

sources are set forth on Schedule A to this Agreement.




 




5.             The Company shall use its

reasonable best efforts to obtain as soon as practical following the Effective

Date, a Payment Consent Agreement from Wachovia Bank, National Association, to

the terms of this Agreement, or shall use its reasonable best efforts to

establish a trust or other mechanism for the payment of the Severance Benefit

provided in Sections 2 and 3, above, under a Plan of Liquidation adopted by the

Company.




 




6.             Except for amounts payable under

this Second Addendum to the Agreement, the Executive, on behalf of himself and

his heirs, executors, administrators, successors and assigns and all others

claiming through or under him, hereby releases, acquits, remises and forever

discharges Condor and its past and present directors, predecessors, successors

and assigns, and from any and all actions, causes of action, claims, suits,

demands, rights, damages, costs, attorneys’ fees, payments, expenses, accounts,

debts, claims that are asserted or that could have been asserted and any and

all other claims or liabilities of any kind or nature whatsoever, either in law

or in equity, whether known or unknown, foreseen or unforeseen, matured or

unmatured, accrued or unaccrued, direct or indirect, which Executive ever had,

now has, or can, shall or may have against Condor, either alone or in

combination with others, from the beginning of the world to the date of this

general release.




 




7.             Except as set forth above, the

Agreement shall remain in full force and effect.




 




IN WITNESS WHEREOF, the parties have executed this Second Addendum to

the Agreement as of the day and year first set forth above.




 




	

  ATTEST


  	

   


  	

   


  	

  CONDOR

  TECHNOLOGY SOLUTIONS, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  J. L. Huitt,

  Jr., President and


  Chief Executive Officer


  	

   


  
	

  WITNESS


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  John F. McCabe


  	

   


  
								





 




 




Schedule A




 




	

  TMLP Holdback


  	

   


  	

  $


  	

  50,000


  	

   


  
	

  TMLP Performance Bond release


  	

   


  	

  $


  	

  150,000


  	

   


  
	

  FCC Rent Deposit


  	

   


  	

  $


  	

  206,266


  	

   


  
	

  Sale of FCC or lease assignment


  	

   


  	

  $


  	

  150,000


  	

   


  
	

  Income Tax Refund


  	

   


  	

  $


  	

  400,000


  	

   


  





 




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