exv10w19



 




EXHIBIT 10.19

EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 31 day of
December, 2001, by and between IIT RESEARCH INSTITUTE (the “Company”) and
Stephen J. Trichka (the “Employee”).


         WHEREAS, the Company and Employee entered into an Employment Agreement
dated September 29, 2000 (the “Original Employment Agreement’) to serve as
General Counsel of the Company effective October 1, 2000;


         WHEREAS, the Company desires to amend and restate the Original Employment
Agreement as of the date hereof.


         NOW THEREFORE, in consideration of the foregoing recitals and mutual
promises and conditions set forth herein, and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Employee agree as follows:


         1.      Employment. Upon the terms and subject to the conditions contained
herein, the Company hereby employs the Employee as Senior Vice President and
General Counsel, 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 Section 12 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 the Company or any client or customer of the 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 the 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 base salary during the term of this Agreement
shall be One Hundred Fifty-Five Thousand Dollars and No/100 Cents ($155,000)
per annum (“Annual Base Salary”). During the term of this Agreement, the
Company shall not reduce Employee’s initial base salary without the consent of
both parties. Commencing with the 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 increase total annual compensation as deemed
appropriate by the Company. 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 that Employee is an employee in good standing of the
Company at the time of each annual performance review.



                  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 the
Company’s Board of Governors.



                  C.      The Company shall lease and insure, for the use and benefit of
Employee, an automobile for his or her use during the term of employment with
the Company. Any automobile lease provided and/or executed by Company shall
have a maximum monthly reimbursement allowance of one thousand dollars
($1,000).



         4.      Incentive Compensation Upon Sale.


                  A.      During Employee’s employment hereunder, upon the sale, lease, exchange
or similar transfer (in a single transaction or in a series of related
transactions) of all or substantially all of the assets of the Company, to
another corporation, foundation, association or other entity (“Successor
Organization”) to the extent the proceeds from such transfer (after the payment
of all expenses related to such sale including any payments made pursuant to
this Agreement) exceeds $125,000,000 the Employee shall receive a value
enhancement payment as set forth on Exhibit A attached hereto and incorporated
herein by reference (“Value Added Payment”). The Value Added Payment shall be
granted to Employee within thirty (30) days of the closing of any such transfer
in the form of an IITRI Flexible Option II plan to be established by Company.
The vesting terms for such Flexible Option II plan shall be one hundred percent
(100%) at six (6) months after granting of the Value Added Payment, or
termination of employment, for any reason, with IITRI or the Successor
Organization, whichever is earlier. All amounts that do not vest are retained
by Company. Notwithstanding the foregoing, Employee
acknowledges that neither the IITRI Board of Governors nor the members of
the Illinois Institute of Technology (“IIT”) Executive Committee acting in
their capacity as the members of IITRI have any obligation to enter into a
sale, lease, exchange or similar transfer of all or substantially all of the
assets of IITRI.



                  B.      Employee expressly recognizes that the Company is a charitable
organization described in Section 501(c)(3) of the Internal Revenue Code of
1986 and affirmatively represents and



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warrants that he or she will not
sacrifice the charitable purposes of the Company in order to increase his
incentive payments under this Section.


         5.      Retention Payment. The Retention Incentive Agreement dated September
1, 2001 entered into by Company and Employee, attached as Exhibit B to this
Agreement, remains in effect in its original form and is incorporated herein by
reference.


         6.      Duties.


                  A.      During the term of this Agreement, the Employee shall serve as the
General Counsel of the Company. The Employee shall report directly to the
President of the Company. He or she shall have such powers and shall perform
such duties as are incident and customary to his or her 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 or her
office, and to which he or she may be elected or appointed by appropriate
action of the Company.



                  B.      The Employee shall devote his or her full time, attention, skill, and
energy to the performance of his or her duties under this Agreement, and shall
comply with all reasonable professional requests of the Company; provided,
however, that the Employee will be permitted to engage in and manage personal
investments (subject to the terms of Section 11 below) and to participate in
community and charitable affairs, so long as such activities do not interfere
with his or her 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.      The Company agrees to maintain Employee’s status as a Senior Vice
President as long as the Employee’s obligations under this Agreement are
fulfilled and subject to the continued approval by the Company’s Board of
Governors.



                  D.      The Company shall not, during the Term of this Agreement, demote the
Employee or reduce his or her responsibilities as set forth in this Section 6,
or otherwise reduce his or her stature in the Company except as authorized
under this Agreement.



                  E.      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.



                  F.      The Company shall maintain in force, at all times during the term of
this Agreement, Directors and Officers Liability insurance that covers Employee
against all legal liabilities that may arise and are incurred in the good faith
performance of duties as a member of the Company’s management.



         7.      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.


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


         9.      Fringe Benefits. 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 the Company for the benefit of its 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
or her position, including without limitation life insurance, health insurance,
vision insurance, dental insurance, and disability insurance.


         10.    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 the 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 the Company; and (c) except as required
in this Section, to not directly or indirectly, without the written consent of
the 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 or her personal
gain or profit.


         11.    Competitive Activities.


                  A.      During the period of employment by the 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 the Company.



                  B.      For a period of one (1) year after the end of Employee’s employment by
the Company, Employee agrees to not, either directly or indirectly, alone or in
concert with a third party, in any capacity, 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 the Company for work on any project with
respect to which: (i) the Company has bid or has prepared to bid during the
twelve (12) months preceding Employee’s termination from employment; or (ii)
Employee has knowledge of Company Proprietary Information. Throughout the term
of this one-year period, the Company shall continue to furnish to Employee the
pre-selected health, dental, vision, disability and life insurance coverage
through the Company’s insured welfare benefit plans and policies, and shall pay
the Employer’s contribution for such coverages.



                  D.      During the period of employment by the Company and for a period of one
(1) year 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



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was during the period of Employee’s employment by the Company, an employee or
consultant of the Company.


                  E.      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: (i) whose voting securities are listed on a national securities
exchange or traded in the over-the-counter market; or (ii) required to file
annual and quarterly reports with the U.S. Securities and Exchange Commission
in accordance with the Securities Exchange Act of 1934, as amended.



         12.      Term and Termination.


                  A.      Term. Unless terminated or extended in accordance with the term of
this Agreement, the term of this agreement shall be sixty-one (61) months,
commencing October 1, 2000 and
ending October 31, 2005 (“the Original Term”). Not less than nine (9)
months prior to the expiration of this Agreement, the 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. If both
parties are interested in and willing to extend the term of Employee’s
employment beyond the Original Term, the Company and Employee shall, not later
than six (6) months prior to the expiration of this Agreement, execute either
(i) an amendment to this Agreement that extends the Original Term and, as
mutually agreed to by the parties, modifies other provisions hereto; or (ii) a
new employment agreement. Failure of the parties to execute either an
amendment or a new employment agreement within the three (3) month period of
negotiation shall in no event obligate either party to extend the Original Term
of this Agreement.



                  B.      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.
For purposes of this Agreement, “Cause” is defined as the occurrence of one of
the following: (a) the Employee’s breach of any material provision of this
Agreement; (b) 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; (c) any
failure to perform, or gross negligence or incompetence in the performance of,
the duties specified in this Agreement; or (d) 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. 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.



                  C.      Termination Without Cause. The Company may terminate Employee’s
employment hereunder without cause, for any reason or no reason, by delivering
to Employee written notice of the Board’s intent to terminate. If the Company
terminates Employee’s employment without cause during the term of this
Agreement, the Company shall make a lump-sum severance payment to



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Employee
equal to the greater of (i) the amount of Employee’s Annual Base Salary as of
the effective date of such termination over the unexpired Term of this
Agreement up to a maximum of two (2) years or (ii) an amount equal to one (1)
year of Employee’s current Annual Base Salary. In addition, Employee shall
enjoy continued entitlement to such other accrued or earned and vested benefits
provided under the Company’s successor or assigns’ plans, programs, policies
and practices as of the effective date of termination without cause. 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 or
to the extent provided for in Section 11.B of this Agreement.


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



                  E.      Payment Upon Termination for Cause or Voluntary Termination. In the
event of any Termination for Cause or Voluntary Termination, the 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 the Company’s obligations to pay
Employee any salary and expense reimbursement, and provide any benefits,
accrued and unpaid by the Company as of the effective date of termination.



                  F.      Death or Total Disability. In the event of Employee’s death or total
disability (as defined in the Company’s long term disability insurance plan),
Employee’s employment under this Agreement shall terminate immediately. If
terminated due to Employee’s death, the Company shall pay to Employee’s heir or
personal representatives, as the case may be, six (6) monthly payments, each
equal to one-twelfth (1/12) of Employee’s then-current salary, commencing with
the first calendar month after termination. If terminated due to Employee’s
total disability, the Company shall pay to Employee six (6) monthly payments,
each equal to one-twelfth (1/12) of Employee’s then-current salary less any
payments under the Company’s long term disability insurance plan that Employee
receives or is entitled to receive in each such month, commencing with the
first calendar month after termination.



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         13.    Severance Benefits.


                  A.      If eligibility for severance benefits from the Company’s successor or
assign (or any of its respective affiliates) is established (pursuant to
Section 15 below) (the “Severance Benefits”), the Severance Benefits payable to
Employee shall consist of the following: (i) a lump sum severance payment equal
to the greater of (a) the amount of Employee’s Annual Base Salary as of the
Termination Date over the unexpired Term of this Agreement up to a maximum of
two (2) years or (b) an amount equal to one (1) year of Employee’s current
Annual Base Salary; and (ii) continued eligibility to participate throughout
the Severance Period in the Company’s successor’s or assigns’ insured welfare
benefit plans and policies (including, without limitation, health, dental,
vision, disability and term life insurance benefits) at the same level of
employee cost and at the same level of coverage provided to Employee as of the
Termination Date, it being understood that the Company’s successor or assign
has and reserves the right to amend, modify or replace such plans or policies
to provide substantially similar insured coverage during the Severance Period.
For purposes of the Company’s successor or assigns welfare benefit plans and
policies subject to the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended (“COBRA”), Employee’s “qualifying event” for COBRA purposes shall be
the Termination Date.



                  B.      Employee shall enjoy continued entitlement to such other accrued or
earned and vested benefits provided under the Company’s successor or assigns’
plans, programs, policies and practices as of the Termination Date.



                  C.      It is expressly understood by both parties that under no circumstances
is the Company responsible for the payment of Severance Benefits.



         14.    Severance Period. The Severance Period shall begin on the effective
date of termination of Employee’s employment under the conditions specified in
Section 15, and end on the last day of the twenty-four (24) month period
beginning on the Termination Date.


         15.    Eligibility for Severance Benefits. If Employee terminates employment
(other than on account of circumstances described in Section 16 below) with any
successor or assign (or any of their respective affiliates) of the Company at
any time during the twenty-four (24) month period beginning on the effective
date of a Change in Control (the “Protection Period”), he shall be entitled to
Severance Benefits as follows. If during the Protection Period, Employee
terminates his employment for Good Reason (as defined below) by delivering to
the successor or assign of the Company (or its respective affiliate), as
applicable, each no later than thirty (30) days after learning of the
occurrence of an event constituting Good Reason: (i) a Preliminary Notice of
Good Reason (as defined below); and (ii) a Notice of Termination (as defined
below); Employee shall have the right, in his sole and reasonable discretion,
to commence Severance Benefits. Any termination of Employee’s employment that
qualifies for Severance Benefits under Sections 13, 14 and 15 of this Agreement
shall supersede and take precedence over the provisions of Sections 12.D and
12.E. For purposes of this Agreement, the following terms shall have the
respective meanings:


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                  A.      “Good Reason” shall only result upon the occurrence, without Employee’s
prior written consent, of one or more of the following events, as determined by
Employee in good faith, during the Protection Period: (i) Employee’s authority
or responsibility has materially diminished as compared to Employee’s authority
and responsibility in effect immediately prior to a Change in Control; (ii)
Employee has been assigned duties inconsistent with his position,
responsibility and status with the Company immediately prior to the Protection
Period; (iii) there has been an adverse change in Employee’s title or office as
in effect immediately prior to the Protection Period; (iv) Employee’s base pay
or incentive compensation has been reduced; or (v) Employee’s principal work
location is more than ten (10) miles away from the principal work location as
immediately prior to the Protection Period; provided, however, that “Good
Reason” shall not include (x) acts not taken in bad faith that are cured by the
Company’s successor or assign in all respects, including without limitation
restoration of all back pay and incentive compensation through the Termination
Date, not later than thirty (30) days from the date of receipt by the successor
or assign of the Company (or its respective affiliate), as applicable, of a
written notice from Employee identifying in reasonable detail the act or acts
constituting “Good Reason” (a “Preliminary Notice of Good Reason”), or (y) acts
for which Employee does not provide a Preliminary Notice of Good Reason within
thirty (30) days of learning of the occurrence of the event constituting Good
Reason.



                  B.      “Notice of Termination” shall mean a notice that indicates the specific
termination provision relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Employee’s employment under the provision so indicated.



                  C.      “Termination Date” shall mean the date specified in the Notice of
Termination for termination of Employee’s employment under this Agreement.



         16.    Ineligibility for Severance Benefits. Notwithstanding any other
provision under this Agreement, Employee shall not be entitled to receive
Severance Benefits in the event that: (i) the Company’s successor or assign (or
any of its respective affiliates) terminates Employee’s employment for Cause
(as defined in Section 12.B); (ii) Employee dies (in which case the terms of
Section 12.F shall apply); (iii) Employee is determined to be totally and
permanently disabled (in which case the terms of Section 12.F shall apply);
(iv) the Company’s successor or assign (or any of its respective affiliates)
terminates Employee’s employment without cause (in which case the terms of
Section 12.C shall apply); or (v) Employee resigns other than for Good Reason
(in which case Sections 12.D and 12.E apply). In any such event, Employee, in
addition to any benefits payable in accordance with this Agreement, shall be
entitled only to his salary and benefits accrued or earned and vested
under other plans, programs, policies, practices and coverages of the Company’s
successor or assign (or any of its respective affiliates).


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         17.    Return of Company Information. Immediately upon termination of
employment under this Agreement, the Employee shall promptly deliver to the
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 the Company, including without limitation
all Company Proprietary Information.


         18.    Notice of Subsequent Employment. For a period of one (1) year after
termination of employment under this Agreement, the Employee agrees to notify
the Company of the name and address of each employer with whom Employee accepts
employment. The Employee further authorizes the Company to contact any such
employer during the one-year period for the limited purpose of making the
employer aware of this Agreement and protecting the Company’s rights under this
Agreement.


         19.    Change in Control. For the purposes of this Agreement, a “Change of
Control” shall mean and shall be effective upon the closing date of: (i) the
dissolution or liquidation of the Company; (ii) the merger or consolidation of
the Company with any other corporation, foundation, association or other
entity; (iii) the amendment of the Company’s corporate documents to grant a
party other than IIT, through its Executive Committee, the right to designate,
elect or remove a majority of the Company’s voting directors; or (iv) the
transfer to another corporation, foundation, association or other entity in a
sale, lease, exchange or other similar transfer (in a single transaction or in
a series of related transactions) of all or substantially all of the assets of
the Company.


         20.    Termination of All Other Agreements. Notwithstanding anything
contained herein to the contrary, Employee acknowledges and agrees that the
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 employers, including without
limitation any arrangements for compensation, bonus, or stock appreciation
rights. Employee agrees to look to the previous employers for satisfaction of
any rights or payments accruing to Employee under any contracts, agreements, or
understandings with those employers.


         21.    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 10, 11, and 17, 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.      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.



         22.    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 the 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 the 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: the Company will
designate one arbitrator, the Employee will designate one arbitrator, and the
two designees will mutually select the third. The American Arbitration
Association’s Voluntary Labor Arbitration Rules shall govern procedures for the
arbitration, 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 the Company, Employee
may, at his or her 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 the 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.



                  F.      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.



                  G.      This Agreement contains the entire understanding between the parties
and supersedes any prior written or oral agreement(s) between the Company and
Employee relating to the



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subject matter contained herein, and supercedes,
cancels and annul all prior and contemporaneous agreements between the parties,
including without limitation, the Employment Agreement dated September 29,
2000, which is hereby terminated. This Agreement shall not be modified or
waived except by written instrument signed by the parties.


                  H.      This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Illinois.




	 	 	 
	IIT RESEARCH INSTITUTE	 	
EMPLOYEE
	
	
	
	

	 	 	 
	
	
	
	

	 	 	 
	
	
	
	

	/s/ Bahman Atefi	 	
/s/ Stephen J. Trichka
	
	
	
	

	
	 	


	
	
	
	

	Signature	 	
Signature
	
	
	
	

	 	 	 
	
	
	
	

	President & CEO	 	
Stephen J. Trichka
	
	
	
	

	
	 	


	
	
	
	

	Name and Title	 	
Name



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Exhibit A



Value Added Payment



         Upon the sale of the Company, Employee shall receive a payment at the time
of sale in accordance with the following schedule:



	 	 	 	 	 	 	 
	IITRI Sale Proceeds1	 	 	 	 
	(after expenses)2	 	Value Added Payment
	(Millions)	 	 	 	 
	$125-$150	 	$	440,000	 
	
	
	
	

	>$150-$175	 	$	660,000	 
	
	
	
	

	>$175	 	$	1,100,000	 








	 	 	1 Equity value of business.
	
	
	
	

	 	 	2 Expenses are related to the investment banking fees, legal fees, and value
added payments to management.


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Exhibit B



Retention Incentive Agreement



 



 



 



 



 



 



 




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