exv10w20



 




EXHIBIT 10.20


EMPLOYMENT AGREEMENT



         THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made this 14th day of
February, 2000, by and between IIT RESEARCH INSTITUTE (the “Company”) and GARY
AMSTUTZ (the “Employee”).


         The parties agree:


         1.      Employment. Company hereby employs the Employee as Chief Financial
Officer and Treasurer, and agrees to continue the Employee in that position (or
in any other position upon which the parties mutually agree) during the term of
this Agreement unless terminated earlier in accordance with Paragraph 10 of
this Agreement (“Term and Termination”).


         2.      Definitions.


                  A.       “Company” means IIT Research Institute, its subsidiaries, affiliates,
successors and assigns.



                  B.       “Company Proprietary Information” means any information, data, computer
software, invention, design, idea, concept, specification, formula, device,
equipment, plan, process, document or material, whether tangible or intangible
(including without limitation information relating to marketing strategies or
plans, pricing policies or plans, proposals, lists of customers or clients and
any other information that, in any way whatsoever, pertains to marketing or
sales), which is a trade secret or proprietary in nature and which: (i) belongs
to or is in the possession of Company or any client or customer of Company; or
(ii) is learned or developed, in whole or in part, by Employee or otherwise
comes into Employee’s possession, control or knowledge in connection with, or
arising out of Employee’s employment by Company.



                  C.       “Client(s)” and/or “Customer(s)” means all entities with whom the
Company has a contract or is offering or proposing to enter into a contract,
including without limitation, federal government agencies, whether defense or
civil.



         3.      Compensation.


                  A.       The Employee’s initial salary during the term of this Agreement shall
be one-hundred fifty-five thousand ($155,000) per annum (the “Base Salary”).
Commencing with Company’s first
performance review cycle after the effective date of employment, the
Employee shall participate in the Company’s annual performance review process,
at which time the Company shall review Employee’s performance and total annual
compensation. In addition, the Employee will be eligible to participate in the
IITRI Incentive Compensation Plan for each Company fiscal year of employment to
an extent consistent with similarly placed management of the Company, and
provided Employee is an employee in good standing of the Company at the time of
each annual performance review. During the first performance review process
under the term of this Agreement, the incentive compensation goal is $50,000,
subject to the approval of the Compensation Committee.



                  B.       The Employee shall also be eligible to participate in the IITRI
Flexible Option Plan to an extent consistent with similarly placed management
of the Company; provided, however, that both



 







 





adoption of the Flexible Option
Plan and Employee’s participation therein are subject to approval by Company’s
Board of Governors. During the first performance review process under the term
of this Agreement, the Flexible Option compensation goal is $50,000, subject to
the approval of the Compensation Committee.


         4.      Duties.


                  A.       During the term of this Agreement, the Employee shall serve as the
Chief Financial Officer and Treasurer of the Company. The Employee shall
report directly to the President of the Company. He shall have such powers and
shall perform such duties as are incident and customary to his office. During
the term of this Agreement, the Employee shall serve in any additional offices
or positions of the Company which are pertinent and customary to his office,
and to which he may be elected or appointed by appropriate action of the
Company.



                  B.       The Employee shall devote his full time, attention, skill, and energy
to the performance of his duties under this Agreement, and shall comply with
all reasonable professional requests of Company; provided, however, that the
Employee will be permitted to engage in and manage personal investments
(subject to the terms of Section 9 below) and to participate in community and
charitable affairs, so long as such activities do not interfere with his duties
under this Agreement. The Employee shall be headquartered in the Company
office currently located at 1750 Tysons Boulevard, Suite 1300, McLean, Virginia
22102-4213.



                  C.       Company agrees to nominate Employee for approval as a Senior Vice
President at the first meeting of Company’s Board of Governors following
execution of this Agreement.



                  D.       Employee shall execute the Employee Intellectual Property Agreement
attached hereto as Exhibit A.



                  E.       Company shall not, during the Term of this Agreement, demote the
Employee or reduce his responsibilities as set forth in this Section 4, or
otherwise reduce his stature in Company except as authorized under this
Agreement.



                  F.       Employee shall conduct all assigned duties in compliance with the IITRI
Code of Ethics, Conduct, and Responsibility and all other Company policies and
procedures then in effect, and shall acknowledge and execute all documents
necessary to comply and/or evidence compliance with such codes, policies and
procedures.



         5.      Vacation, Holidays, and Sick Leave. The Employee shall be entitled to
paid vacations, holidays, and sick leave in accordance with the Company’s
policies, as in effect from time to time.


         6.      Expenses. Company shall reimburse the Employee for all reasonable
business-related expenses incurred in connection with his duties on behalf of
Company in a manner consistent with current Company policies and procedures.


         7.      Fringe Benefits.


                  A.       During the term of this Agreement, the Employee shall be entitled to
participate in any and all fringe benefit plans, programs and practices
sponsored by Company for the benefit of its



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employees, under the normal
conditions for all such employees (including contributions, if any, by
Employee, to the cost of such plans if contributions by the employee is normal)
and shall be furnished with other services and perquisites appropriate to his
position.


                  B.       Company agrees to provide, at its option, and consistent with Company
policy, either a leased automobile for Employee’s use or a monthly automobile
lease allowance. Use of any automobile provided or paid for by Company is
subject to taxation for the business use value, pursuant to the Federal
Internal Revenue Code.



         8.      Nondisclosure of Proprietary Company Information. During the term of
this Agreement and for a period of two (2) years thereafter, Employee agrees:
(a) to treat all Company Proprietary Information in a secret and confidential
manner, take all reasonable steps to maintain such secrecy, and comply with all
applicable procedures established by Company with respect to maintaining
the secrecy and confidentiality of Company Proprietary Information; (b) to
use Company Proprietary Information only as necessary and proper in the
performance of Employee’s duties as an employee of Company; and (c) except as
required in this Section, to not directly or indirectly, without the written
consent of Company, reproduce, copy, disseminate, publish, disclose, provide or
otherwise make available to any person, firm, corporation, agency or other
entity, any Company Proprietary Information. Under no circumstances shall
Employee use, directly or indirectly, any such Company Proprietary Information
for his personal gain or profit.


         9.      Competitive Activities.


                  A.       During the period of employment by Company, Employee agrees not to
directly or indirectly own, be a partner in, operate, be employed by, act as an
advisor, consultant, agent, officer, director, or independent contractor for,
or otherwise have an interest in any person or entity who is or intends to be
in competition with Company.



                  B.       For a period of two (2) years after the end of Employee’s employment by
Company, Employee agrees to not, either directly or indirectly, alone or in
concert with a third party, in any capacity: (i) call upon, solicit, divert, or
take away, or attempt to solicit, divert, or take away the business or
patronage of any client or customer of Company; or (ii) engage in the rendering
of services identical or fundamentally similar to those offered by Company to
any person or entity located within Company’s existing and planned markets.



                  C.       During the period of employment by Company and for a period of two (2)
years after the end of employment, Employee agrees to not, either directly or
indirectly, alone or in concert with a third party, in any capacity, recruit or
solicit or assist others in recruiting or soliciting any person who is, or was
during the period of Employee’s employment by Company, an employee or
consultant of Company.



                  D.       The foregoing provisions of this Section shall not prohibit the
ownership by Employee of less than five percent (5%) of any class of
outstanding voting securities (or any options, warrants, or rights to acquire
such securities or any securities convertible into such securities) of any
corporation whose voting securities are listed on a national securities
exchange or traded in the over-the-counter market.



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         10.    Term and Termination.


                  A.       This Agreement shall commence on February 14, 2000 and shall continue
until February 13, 2003 (the “Term”). Not less than one hundred and eighty
(180) days prior to the expiration of this Agreement, Company and Employee
shall meet to discuss the possibility of, and mechanisms to effect, the
continued employment of Employee beyond the term of this Agreement.



                  C.       Termination for Cause. Upon the issue of a written notice of
termination, the Company may terminate this Agreement for Cause and all
obligations of the Company to Employee shall cease on the date of termination.
“Cause” is defined as: (i) the Employee’s breach of any material provision of
this Agreement; (ii) any act, failure to act, series of acts or failures to
act, or course of conduct of Employee constituting reckless, willful, or
criminal misconduct in the performance of duties specified in this Agreement;
(iii) any failure to perform, or gross negligence or incompetence in the
performance of, the duties specified in this Agreement; (iv) the Employee’s
commission of a crime involving conversion, misappropriation, larceny, theft,
fraud, dishonesty, embezzlement, moral turpitude or any other felony,
regardless of whether such crime involves the Company; or (v) the Employee
becoming disabled and the disability continues for more than three (3) months
after the onset of disability. Following an initial determination by the
President that Cause exists, the President shall provide Employee with written
notice of the details of the alleged Cause and opportunity to a hearing before
the Chairman of the Board of Governors to contest the validity of the initial
determination. The President, with the concurrence of the Chairman of the
Board of Governors, shall thereafter make a final determination as to whether
Cause exists.



                  D.       Termination Without Cause. In the event that Company terminates the
employment relationship with Employee without Cause, Company shall make a
lump-sum severance payment to Employee equal to the amount of Employee’s Base
Salary (as of the effective date of such termination) over the unexpired Term
of this Agreement or an amount equal to six (6) months base pay, whichever is
greater. Employee shall have no further rights under this Agreement to future
compensation or benefits, including payments under the IITRI Incentive
Compensation Plan and the IITRI Flexible Option Plan, except to extent provided
for in such plans.



                  E.       Voluntary Termination. Any resignation from employment submitted by
Employee to Company, regardless of the reason for such resignation, shall be
deemed a Voluntary Termination. Employee shall give Company not less than
thirty (30) days’ notice prior to the effective date of a Voluntary
Termination.



                  F.       Payment Upon Termination for Cause or Voluntary Termination. In the
event of any Termination for Cause or Voluntary Termination, Company shall have
no further obligations to
Employee under this Agreement, including without limitation payment of
future compensation or benefits; provided, however, that termination for Cause
shall not affect Company’s obligations to pay Employee any salary and expense
reimbursement, and provide any benefits, accrued and unpaid by Company as of
the effective date of termination. Pursuant to Paragraph 10.C, should the
Employee remain disabled for a



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period of greater than three (3) months, Employee
would remain eligible for and would participate in the Company’s Long Term
Disability coverage plan.


         11.    Return of Company Information. Immediately upon termination of
employment under this Agreement, the Employee shall promptly deliver to Company
all documents, software, and other tangible information in the possession or
control of Employee and that relate to, are connected with, or arise out of
Employee’s employment by Company, including without limitation all Company
Proprietary Information.


         12.    Notice of Subsequent Employment. For a period of two (2) years after
termination of employment under this Agreement, the Employee agrees to notify
Company of the name and address of each employer with whom Employee accepts
employment. The Employee further authorizes Company to contact any such
employer during the two-year period for the limited purpose of making the
employer aware of this Agreement and protecting the Company’s rights under this
Agreement.


         13.    Termination of All Other Agreements. Notwithstanding anything
contained herein to the contrary, Employee acknowledges and agrees that Company
has no obligations or responsibility to Employee under any previous agreements
or understandings, whether oral or written, that Employee may have had or
entered into with Employee’s previous employer, Science Applications
International Corporation (“SAIC”), including without limitation any
arrangements for compensation, bonus, or stock appreciation rights. Employee
agrees to look solely to SAIC for satisfaction of any rights or payments
accruing to Employee under any contracts, agreements, or understandings with
SAIC.


         14.    Remedies.


                  A.       The parties agree and acknowledge that the Company will be irreparably
injured by the breach of any material provision of this Agreement, including
without limitation Sections 8, 9, and 11, and that money damages alone may not
be an appropriate measure of the harm to the Company from such continuing
breach. Thus, the parties further agree that equitable relief, including
specific performance of these provisions by injunction, is an appropriate
remedy for breach of these provisions in addition to money damages, if
applicable.



                  B.       If found to have violated any covenant or material provision contained
in this Agreement, the Employee shall be liable for Company’s reasonable
attorneys’ fees and all costs of litigation necessary to enforce the covenants
and material provisions. The terms “costs” shall include, without limitation,
all filing fees and court costs, investigator, witness and expert witness fees,
deposition costs, travel, long-distance telephone charges, photocopying,
printing, and any other costs reasonably necessary to prosecute the action.



                  C.       The existence of any claim or cause of action that Employee or any such
other person or entity may have against the Company shall not constitute a
defense or bar to the enforcement of any action under the covenants set forth
in this Agreement. If the Company must resort to legal proceedings to enforce
any covenant which has a fixed term, then such term shall be extended for a
period of time equal to the period during which a breach of such covenant was
occurring, beginning on the



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date of a final order of a court or other tribunal
(without right of appeal) holding that such a breach occurred or, if later, the
last day of the original fixed term of such covenant.


         15.    Miscellaneous.


                  A.       Any notices required by this Agreement shall: (i) be delivered by
messenger or made in writing and mailed by certified mail, return receipt
requested, with adequate postage prepaid; (ii) be deemed given when so
delivered or mailed; and (iii) in the case of Company, be delivered or mailed
to its office at 1750 Tysons Boulevard, Suite 1300, McLean, Virginia
22102-4213, Attn: General Counsel, or in the case of the Employee, be mailed to
the last address that the Employee has given to Company.



                  B.       The obligations and duties of the Employee under this Agreement are
personal and not assignable. This Agreement shall be binding upon and inure to
the benefit of, the parties, their successors, assigns, personal
representatives, distributes, heirs, and legatees.



                  C.       If any dispute arises under this Agreement, such dispute shall be
referred to a panel of three (3) arbitrators for resolution. The
three-arbitrator panel shall be selected as follows: Company will designate
one arbitrator, the Employee will designate one arbitrator, and the two
designees will mutually select the third. Procedures for the arbitration shall
be governed by the American Arbitration Association’s Voluntary Labor
Arbitration Rules, unless the three arbitrators unanimously agree to adopt a
different rule or rules. Notwithstanding the foregoing, and specifically in
the event of a dispute over the Employee’s termination by Company, Employee
may, at his option, elect to have a court rather than an arbitrator resolve the
dispute.



                  D.       If any term or provision of this Agreement is held to be illegal or
invalid, such illegality or invalidity shall not affect the remaining terms or
provisions hereof, and each such remaining term and provision of this Agreement
shall be enforced to the fullest extent permitted by law. If any covenant is
determined to be unenforceable in equity because of its scope, duration,
geographic area, or similar factor, the court or arbitrator making such
determination shall have the power to reduce or limit such scope, duration,
area, or other factor and such covenant shall then be enforceable in equity in
its reduced or limited form.



                  E.       This Agreement may be altered, amended or modified only by written
agreement signed by both the Employee and Company. No oral modification of
this Agreement, or of any part of this Agreement including this paragraph,
shall have any force or effect. No waiver by either of such parties of their
rights under this Agreement shall be deemed to constitute a waiver with respect
to any subsequent occurrences or transactions hereunder unless such waiver
specifically states that it is to be construed as a continuing waiver.



                  E.       In any action or claim brought by either party against the other under
or pursuant to this Agreement, the substantially prevailing party shall be
entitled to an award of all actual attorney’s fees, costs and expenses incurred
by the substantially prevailing party.



                  F.       This Agreement contains the entire understanding between the parties
and supersedes any prior written or oral agreement(s) between the Company and
the Employee. This Agreement shall not be modified or waived except by written
instrument signed by the parties.



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                  G.       This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Virginia.




	 	 	 
	 	 	
IIT RESEARCH INSTITUTE
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
/s/ Bahman Atefi
	 	 	


	 	 	
Signature
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Bahman Atefi
	 	 	


	 	 	
Name and Title
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
EMPLOYEE
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
/s/ Gary Amstutz
	 	 	


	 	 	
Signature
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Gary W. Amstutz
	 	 	


	 	 	
Name
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 




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