Exhibit 10.20


 


KCM, INC.


 


EMPLOYMENT
AGREEMENT


 


This agreement, effective
the 28th day of October, 1996, (The “Effective Date”), by and between KCM,
INC., a Maryland Corporation (hereinafter referred to as the “Employer”), and
Wallace W. Birdseye of 2524 N. Quincy Street, Arlington, Virginia 22207
(hereinafter referred to by his or her surname or as the “Employee”).


 


Background


 


Employer is engaged in
the business of providing data processing consulting services to its customers.  Employee desires to become engaged by
Employer as a Vice President.  Employer
and Employee desire to enter into this Agreement to set forth the terms and
conditions of such employment.


 


IN CONSIDERATION of the
premises, the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:


 


1.                      Employment.  Employer
agrees to employ Employee as a Vice President, and Employee accepts such
employment on the terms and conditions set forth in this Agreement.


 


2.                      Term.  The
term of employment under this agreement begins on the Effective Date, and shall
continue thereafter until expiration at midnight on 1 year from current date,
unless terminated earlier pursuant to Section 17 below.  The term of employment hereunder shall be
automatically renewed from year to year thereafter, unless terminated sooner
pursuant to Section 17 below.


 


3.                      Salary.  For
services rendered by the Employee under this Agreement, Employee shall be
entitled to a base salary on an annualized basis of $140,000.00, which shall be
payable in monthly installments of $11,666.67 or a proportionate amount for
time actually worked.


 





















 


4.                      Bonus Plan.  As of January 1,
1997, employee will be eligible
to receive additional compensation
based on the following criteria.


 


4.1            Meeting projected sale forecast’s for
existing services in the Washington Metropolitan area.


 


4.2            Meeting projected sales goals for project
oriented business.


 


4.3            Surpassing overall corporate revenue and
profitability forecasts.


 


Further definition of this plan will be available prior to January 1,
1997 and will involve participation by employee with the 1997 sales forecast.  The targeted bonus plan will be $60,000.


 


5.                      Benefits.  Subject to Employee’s insurability, Employee
shall be eligible to participate in such medical, dental, life, disability, and
other plans as may be made available by Employer generally to its employees, in
accordance with Employer’s policies in existence and as modified from time to
time.


 


6.                      Vacation.  Employee is eligible for three weeks vacation
annually, to be scheduled for times mutually convenient to Employee and
Employer.  Annual leave is accrued at a
rate of 10 hours per month.


 


7.                      Other Leave.  Employee
shall be entitled to holiday leave and sick leave in accordance with the
general policies of Employer, as such policies may he modified from time to
time.


 


8.                      Expenses.  Employer shall pay or reimburse Employee,
upon submission of vouchers or receipts, for all reasonable, ordinary, and
necessary out-of-pocket expenses for travel, meals, and lodging incurred by him
directly in the course of his employment. 
Any extraordinary expenses must be authorized by Employer in writing.


 


9.                      Deductions.  Employer is authorized to deduct from the
actual compensation of Employee (i) such sums as may be required to be
deducted or withheld under the provisions of any law now in effect or hereafter
becoming effective during the term of this Agreement, including, but not
limited to, social security and unemployment and income withholding taxes, (ii) any
payments of compensation made in advance of the date(s) due to be paid to
Employee, and (iii) any other amount(s) loaned Employee or otherwise due
from Employee to Employer.


 


10.                Duties.  During
the term of employment hereunder, Employee shall faithfully and diligently
exercise his best efforts, on a full time basis, to perform such duties and


 





















 


to assume such responsibilities exclusively for Employer as Employer
may direct, which duties shall include, but not limited to,


 


10.1           Maintain and expand existing services in the Washington Metropolitan area.


 


10.2           Develop a new line of services related to project oriented business.


 


10.3           Management of sales staff.


 


10.4           Management of technical staff on assigned accounts.


 


10.5           Other duties as assigned.


 


11.                Compliance with Laws.  Employee
will not do any act or engage in any conduct, or permit, condone or acquiesce
in any act or conduct of other persons, which could cause Employer to be in
violation of any law or statute and Employee shall indemnify and hold Employer
harmless against any and all liabilities,
claims, damages, fees, losses and expenses of any kind or nature whatsoever
attributable directly or indirectly to such act or conduct committed by him.


 


12.                Rights of Others.  Employee
represents, warrants and covenants that in the performance of Employee’s duties
hereunder Employee will not infringe, make use of incorporate, or otherwise
exploit any proprietary information, trade secrets, copyrights, patents or
other proprietary rights of any person or entity without express written
authorization of such person or entity.  Employee
represents and warrants that Employee is under no obligation or duty to any
other party inconsistent with or in conflict with this Agreement, or which
would prevent, limit or impair in any way his performance of obligations
hereunder.  Employee shall indemnify and
hold Employer harmless from and against any and all liabilities, claims,
damages, fees, losses, costs and expenses of any kind of nature arising out of
or in any manner connected with a breach of the foregoing warranties,
representations and covenants committed by him.


 


13.                Confidential Information.  Employee
acknowledges that during the course of his employment (and prior to executing
this Agreement) Employee will have and has (while in a relationship of trust
and confidence) had access to confidential information relating to Employer and
Employer’s customers, including, but not limited to, customer information, computer
software, programs, flow charts, specifications, codes designs, works,
documentation, methods of operation, and trade secrets (“Confidential
Information”).  Employee shall not at any
time, during or after the term of this Agreement, directly or indirectly copy,
use, disclose, release or publish any such Confidential Information, except as
expressly


 





















 


required or authorized by Employer. 
Employee acknowledges that in the course of his employment and as a
necessary result of the performance of her duties Employee will have access to
certain Confidential Information which may be fixed by him or by others in a
tangible medium or form of expression, including but not limited to, lists of
customers and prospective customers, brochures, coding lists, screens, works,
data bases, manuals, documentation, tapes, disks, and copies thereof.  It is hereby acknowledged by Employee that
all such items, media and all copies are and shall remain the exclusive
property of Employer, Employee shall deliver or return all such property,
copies, media or items to Employer at Employer’s request, and in any event
immediately upon termination of employment for any reason.  In the event that any person furnishing
Confidential Information of any kind to Employer requires assurances of protection of confidentiality
be given by Employee, Employee shall, at Employer’s request, execute
appropriate documents containing covenants providing for such protection.


 


14.                Works, Ideas and Concepts.  All
works, inventions, discoveries, improvements, innovations, new ideas or
concepts made or developed by Employee either solely or jointly with others and
arising out of and in the course of employment, and relating to the business
and services provided by Employer to its customers and to the development of
computer programs and software for use by Employer or for possible sale or
license to others, are made for the exclusive benefit and use of Employer and
shall belong exclusively to Employer.  Immediately
upon making or creating any works, inventions, discoveries, or improvements,
Employee shall notify Employer thereof and shall at any time upon Employer’s
request execute and deliver to Employer without further compensation such
documents as may be necessary to prepare inventions, discoveries or improvements
and to assign and transfer to Employer all rights (including copyrights), title
and interest in and to said works (and all copies thereof), inventions,
discoveries and improvements, and copyrights and patents therefor.  Employee acknowledges that all works shall be
considered to be “work made for hire” as that term is defined in Section 101
of the U.S. Copyright Act.


 


15.                Protection of Business.  As a
Vice President, Employee is expected and encouraged to develop close working
relationships with customers of Employer. 
Employee is expected and encouraged to assume responsibility for
performing services without close supervision by Employer.  Loyalty to Employer’s interest is essential
for those conditions to occur successfully. 
Employee recognizes and acknowledges that Employee is employed to
develop such relationships, and that such relationships constitute extremely
valuable assets of Employer and Employee recognizes and acknowledges that
Employer is entitled to and should protect valuable interests and assets
through the following covenants:


 





















 


15.1                    During Employment.  During
the term of this Agreement, Employee shall not engage in, be employed by, or
participate either directly or indirectly in any other business engaging in
providing data processing consulting services of any kind or nature, or in the
design or development of computer software, or in employee recruiting or
placement.  Employee acknowledges that
all business opportunities generated by or on behalf of Employer during the
term of this Agreement shall belong to Employer, and agrees that Employee shall
not, during the term hereof, directly or indirectly take advantage of or
participate in such opportunities except as the Employee of Employer.


 


15.2                    After Termination.  For
a period of one year after termination of this Agreement for any reason,
Employee shall not, in any manner, directly or indirectly whether as owner,
partner, stockholder, employee, agent, or consultant (i) solicit or accept
any business relating to or similar to the business of Employer from any
customer of Employer, (ii) become an employee of any customer of Employer
for which the Employee performed any services, or to whom Employee was
introduced, or by whom Employee was interviewed, during the term of his
employment by Employer hereunder, or (iii) induce or attempt to induce any
person (a) who is an employee, consultant, independent contractor or
subcontractor of Employer, or (b) who had been, at any time during the
three months prior to termination of this Agreement, an employee, consultant,
independent contractor or subcontractor of Employer, to leave the Employer,
whether to join Employee in a similar enterprise or otherwise.


 


15.3                    Definition.  The
term “Customer of Employer” as used in this Section 15 means any individual
or entity which was a customer or client of Employer at the time of termination
of this Agreement, or whose business was being actively solicited by Employer at
the time of termination of this Agreement. 
In the event that Employer’s client is a division, department or other
specifically delineated segment of an entity, then only such division(s),
department(s) or other specifically delineated segment(s) of such entity shall
be the “Customer of Employer” within the meaning of this Section 15.  “Customer of Employer” shall also include any
individual, partnership, joint venture, corporation or other entity for which
Employee performed any services while an Employee of Employer.


 


15.4                    This section 15 and each subsection and
subparagraph thereof, constitute and are separate and divisible covenants and,
if for any reason one is held to be invalid or unenforceable, in whole or in
part, the same shall not be held to affect the validity or enforceability of
any other covenant or of any other provision of this Agreement.


 


16.                Remedy for Breach.  Employee
acknowledges that the restrictions on dealing with Employer’s customers, the
time and geographic restrictions and the description of the proscribed
activities contained in the covenants set forth in


 





















 


Section 15 and its subsections, as well as the proscribed
activities contained in the covenants set forth in Sections 11, 12, 13 and 14
are reasonable and that those covenants are necessary to protect the Employer’s
legitimate business interests.  Employee
further acknowledges that any breach or threatened breach of the provisions of
these sections would cause immediate and irreparable harm to Employer and
Employer shall be entitled to an injunction restraining such breach, in which
case no bond or other security shall be required in connection therewith.  In addition Employer may pursue such other
remedies for such breach or threatened breach as may be available to Employer
at law or in equity.


 


16.1                     Modification by Court.  In
the event that a court of competent jurisdiction should deem the restrictions
on dealing with Employer’s customer, the time restrictions and/or the
description of the proscribed activities as set forth in the covenants
contained in Sections 14 and 15 and its subsections of this Agreement not to be
reasonable, the parties hereto agree that the court may designate such
restrictions on dealing with Employer’s customers, time restrictions or
description of proposed activities as it deems reasonable and enforce the
covenants as modified.


 


16.2                     Prospective Enforcement of
Covenants.  If, after termination of employment, Employee
violates the covenants contained in Section 15 and its subsections of this
Agreement, the duration of the covenant after termination of employment shall
be computed from the date the Employee resumes compliance with the covenant or
from the date Employer is granted injunctive relief by a court of competent jurisdiction
enforcing such covenant, reduced by the number of days Employee was not in violation
of the covenant after termination of employment.


 


16.3                     Liquidated Damages.  If
the Employer is granted an injunction against Employee, or the Employee is
found guilty of violating Section 15, the Employer shall be entitled to
recover from the Employee as liquidated damages for the Employee’s violation of
the covenants set out in Section 15 and its subsections of this Agreement
50% of the dollar value of any business
diverted from the Employer as a result of the Employee’s breach of Section 15.  If the Employer is granted an injunction
against Employee or Employee is found guilty of violating Section 14, the
Employer shall be entitled to recover from the Employee as liquidated damages
for the Employee’s violation of the covenants set out in Section 14 of
this Agreement the higher of 100% of the compensation, royalties, or other remuneration
diverted from the Employer as a result of the Employee’s breach of Section 14,
or 100% of the value of the work, ideas, or concepts to the Employer.  This provision for liquidated damages shall
not prohibit the Employer from obtaining injunctive relief because the parties acknowledge
that damages for such breaches are difficult to ascertain, the liquidated
damages specified will not fully compensate the Employer for all of the damage
to the Employer as the result of such breach, the parties intend that the
covenants in Sections 14 and 15 and its subsections of this


 





















 


Agreement will be faithfully performed, and the parties intend for all
remedies to be cumulative.


 


17.                Termination of Employment.  Anything
to the contrary notwithstanding, either party may terminate employment under
this Agreement, with or without cause, by giving the other party written notice
at least 15 days prior to the date of termination of employment.  Employment may be otherwise terminated by Employer at any time,
without notice, in the event of inattention to or neglect of Employee’s duties,
willful or intentional waste or misuse of assets of Employer, embezzlement,
dishonesty, fraud or other acts of criminal nature, or involving moral
turpitude, refusal to follow reasonable directions given to Employee by Employer,
or material breach of any covenant contained in this Agreement.  Any payments of compensation made by Employer
in advance of the date(s) due to be paid to Employee, or any other amounts
loaned or advanced to Employee or otherwise due from Employee to Employer shall
be immediately due and payable to Employer upon the date of termination of
Employment.  Any salary due Employee upon
termination shall be immediately due and payable to Employee according to the
terms and conditions of this Agreement.


 


18.                General Conditions.


 


18.1                    Assignment, Successors and
Assigns.  The rights and obligations of KCM hereunder
shall inure to the benefit of and shall be binding upon the parties, their
heirs, personal representatives, successors and permitted assigns, except that the
rights, duties and obligations of Employee are personal to him and no such
rights, duties or obligations shall be subject to voluntary alienation,
assignment or transfer.


 


18.2                    Notice.  Any
notice required or permitted to be given under this Agreement shall be
sufficient if in writing, and if sent by registered or certified mail to
Employee at her residence as indicated above in this Agreement, and to Employer
at 4061 Powdermill Road, Suite 500, Calverton, MD 20705, or at such other
place as may be designated by either party by written notice to the other.


 


18.3                    Waiver of Breach.  The
waiver by either party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach by either
party.


 


18.4                    Entire Agreement.  This
Agreement constitutes the entire Agreement between the parties and there are no
representations, warranties, covenants or obligations except as set forth
herein.  This Agreement supersedes all
prior and contemporaneous agreements, understandings, negotiations and
discussions, written or oral, of the parties hereto, relating to the employment
of the Employee contemplated by the Agreement. 
Except as otherwise especially provided herein, nothing in this
Agreement is intended or shall be construed to confer upon or to


 





















 


give any person other than parties hereto any rights or remedies under
or by reason of this Agreement.


 


18.5                    Amendments.  This
Agreement may be amended only in writing executed by the parties hereto
affected by such amendments.


 


18.6                    Gender and Number.  Unless
the context otherwise requires, whenever used in this Agreement the singular
shall include the plural, the plural shall include the singular, and the
masculine gender shall include neuter or feminine gender and vice verse.


 


18.7                    Severability.  The
terms, clauses and provisions of this Agreement shall be separate and severable
so that if any such term, clause or provision shall be deemed to be invalid or
unenforceable by a court of competent jurisdiction in the State of Maryland,
then that term, clause or provision shall be deemed void and of no effect and
the remainder of this Agreement shall be valid and binding upon the parties
hereto.


 


18.8                    Governing Law.  This
agreement shall be governed by and construed in accordance with the laws of the
State of Maryland.


 


18.9                    Survival.  The
obligations set forth in Sections 12, 13, 14, 15, and 16 of this Agreement
shall survive termination of employment, for any reason.  The successful party in any lawsuit will have
its legal fees and cost paid by the unsuccessful party.


 





















 


18.10               Legal Fees.  The
successful party in any lawsuit
will have its legal fees and costs paid by the unsuccessful party


 


EXECUTED under
seal on the date(s) indicated below.


 


	
  ATTEST/ATTEST

  	
  KCM, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Gary P. Anderson

  	
   

  
	
   

  	
  Gary P. Anderson

  
	
   

  	
   

  
	
   

  	
  10/23/96

  	
   

  
	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Wallace W. Birdseye

  	
   

  
	
   

  	
  Wallace W. Birdseye

  
	
   

  	
   

  
	
   

  	
  11/6/96

  	
   

  
	
   

  	
  Date