Employment agreement (Condo 10/24/2005)


    

      October
        26, 2005

       

      


       

      Mr.
        Patrick Condo

      1013
        Kimberly Court

      Great
        Falls, VA 22066-1546

      


      Dear
        Pat:

       

      This
        is
        to confirm you employment arrangement as President and Chief Executive Officer
        with Convera Corporation.

       

       

      
        	1.  	
                Compensation.

              


      

       

      a.  Base
        Salary.
        As
        payment for the services to be rendered by you and subject to the provisions
        hereinafter stated, the Company shall pay you a base salary at an annualized
        rate of $480,000 per year, payable on the Company’s normal payroll schedule (the
“Base Salary”).

       

      b.  Bonus.
        In
        addition to your Base Salary, you will be eligible for an annual bonus (the
        “Bonus”) of up to $200,000 per year, calculated and paid on a quarterly basis
        (up to $50,000 per quarter) based upon performance targets established by
        the
        Company’s Board of Directors (or independent directors or Compensation Committee
        as required by the rules and regulations of Nasdaq). 

       

       

      
        	2.  	
                Employee
                  Benefits.

              


      

       

      a.  Benefits.
        As a
        full-time employee you shall be eligible to participate in such of the Company’s
        benefit plans as are now generally available or later made generally available
        to full time employees of the Company, including 401(k) plan, medical, dental,
        vision, life and long-term disability insurance plans. 

       

      b.  Expense
        Reimbursement.
        The
        Company agrees to reimburse you for all reasonable, ordinary and necessary
        travel and entertainment expenses incurred by you in conjunction with your
        services to the Company consistent with the Company’s standard reimbursement
        policies. The Company shall pay travel costs incurred by you in conjunction
        with
        your services to the Company consistent with the Company’s standard travel
        policy.

       

       

      
        	3.  	
                At-Will
                  Employment.
                  

              


      

       

      Your
        employment with the Company will be on an “at will” basis, meaning that either
        you or the Company may terminate your employment at any time for any reason
        or
        no reason, without further obligation or liability. The Company also reserves
        the right to modify or amend the terms of your employment at any time for
        any
        reason. This policy of at-will employment is the entire agreement as to the
        duration of your employment and may only be modified in an express written
        agreement duly authorized by the Company’s Board of Directors.

       

       

      
        	4.  	
                Severance
                  Benefits.
                  

              


      

       

      General
        Terms.
        In no
        way limiting the Company’s policy of employment at-will, if your employment is
        terminated (i) by the Company without Cause (as defined below), or (ii)
        terminated by you for Good Reason (as defined below), in either case, whether
        or
        not following or in connection with a Change in Control and other than as
        a
        result of your death or disability, the Company will provide you with the
        following:

       

      a.  Severance.
        Equal
        to 18 months of your then-current regular Base Salary and Bonus paid out
        over
        the Company’s regular payroll schedule following the effective date of your
        release. Your health and dental insurance coverage for your then-current
        Convera
        plans will be paid by Convera through the COBRA vehicle for 18 months unless
        you
        receive comparable coverage under another company’s plan before the end of that
        period at which point Convera’s payments would cease. 

       

      b.  Stock
        Options.
        Your
        stock options will continue to vest through the duration of the severance
        period.

       

      As
        a
        condition to your receipt of such benefits, you are required to comply with
        your
        continuing obligations (including the return of any Company property), resign
        from all positions you hold with the Company, and execute the Company’s standard
        form of release agreement, which provides for, among other matters, the release
        of any claims you may have against the Company and your agreement not to
        complete or solicit employees or customers for a period of 18 months from
        termination of employment.

       

      Cause.
        For the
        purposes of this letter, “Cause” shall mean: (i) your repeated failure to
        perform one or more of your essential duties and responsibilities to the
        Company
        after 10 day written notice to you and a chance to cure; (ii) your failure
        to
        follow the lawful directives of the Company’s Board of Directors; (iii) your
        material violation of any Company policy, including any provision of a Code
        of
        Conduct or Code of Ethics adopted by the Company; (iv) your commission of
        any
        act of fraud, embezzlement, dishonesty or any other willful misconduct that
        in
        the reasonable judgment of the Board of Directors has caused or is reasonably
        expected to result in material injury to the Company; (v) your unauthorized
        use
        or disclosure of any proprietary information or trade secrets of the Company
        or
        any other party to whom you owe an obligation of nondisclosure as a result
        of
        your relationship with the Company; (vi) your conviction of a felony or
        misdemeanor (other than a traffic offense) or; (vii) your willful breach
        of any
        of your obligations under any written agreement with the Company.

       

      Good
        Reason.
        For
        purposes of this letter, “Good Reason” shall mean (i) the Company’s failure to
        make any required payment to you hereunder that remains unremedied for 10
        days
        after you have provided written notice of such failure to the Board of Directors
        of the Company, (ii) the substantial diminution of your position or duties
        or
        responsibilities; provided, however, that removal of position or title or
        a
        reduction of duties or responsibilities shall not be Good Reason if you continue
        to serve on the Company’s Board of Directors, (iii) a reduction in your Base
        Salary or target Bonus of more than 10%, unless such reduction is applied
        to all
        senior executives, (iv) if within 18 months of a Change of Control, your
        duties
        or responsibilities are substantially reduced, (v) the Company’s willful breach
        of any of its obligations under any written agreement with you that remains
        unremedied for 10 days after you have provided notice of such breach to the
        Board of Directors of the Company, or (vi) the relocation of the Company's
        executive offices to a site more than 75 miles from its present
        location.

       

      For
        purposes of this letter, a “Change in Control” means the happening of either of
        the following:

       

      A. The
        consummation of the sale or disposition by the Company of all or substantially
        all of the Company’s assets; or

       

      B. The
        Company combines or is consolidated with, or merges with or into, any other
        corporation, and following such transaction a person or persons other than
        a
        person, who alone or with others, as of the date of this Agreement beneficially
        owns more than ten percent (10%) of the Company’s outstanding voting securities,
        become the beneficial owner or owners of at least fifty percent (50%) of
        the
        total voting power represented by the outstanding voting securities of the
        Company or the surviving entity or its parent immediately after such
        combination, consolidation or merger, and a majority of the Board of Directors
        immediately after such transaction consists of individuals other than
        individuals who served as directors immediately prior to such
        transaction.

       

      Limitation.
        Notwithstanding the foregoing, if your employment is terminated without Cause
        or
        for Good Reason and, in either case, you still continue to serve on the
        Company’s Board of Directors, you shall not be entitled to the severance
        benefits contained in this Section 4.

       

      This
        letter, together with the Company’s Employee Proprietary Information and
        Inventions Agreement, stock option agreements related to your various stock
        option grants and Amended and Restated Deferred Stock Agreement, all of which
        will remain in full force and effect, set forth the terms of your employment
        with the Company and supersede any prior representations or agreements, whether
        written or oral. This letter will be governed by the laws of Virginia, without
        regard to its conflict of laws provisions, and may only be amended or modified
        by a writing signed by both parties and approved by the Board of Directors.
        

       

      We
        look
        forward to our continuing relationship and bright future for Convera.


       

      Very
        truly yours,

      


      CONVERA
        CORPORATION

      


      


      By: 

      Name:
        Ronald J. Whittier

      Title:
        Chairman of the Board

      


      ACCEPTED
        AND AGREED:

       

      PATRICK
        C. CONDO

       

      


       

       

      Signature

       

       

      Date