Exhibit 10.3


 





EMPLOYMENT AND NON-COMPETE AGREEMENT


 


 


This Employment and
Non-Compete Agreement (the “Agreement”) is made as of April 1, 2015, between WidePoint Corporation, a Delaware corporation
(the “Company”); and Jin Kang ("Employee"). The parties agree that the terms and provisions of this Agreement
are subject to and contingent upon the approval of the Board of Directors of the Company. Subject to the foregoing, the Company
and Employee hereby agree as follows:


 


1.Employment. The Company
agrees to employ Employee in the position of Chief Operations Officer of the Company; and Employee accepts such employment by the
Company, all upon the terms and conditions set forth in this Agreement, for the period beginning on the date of this Agreement
and ending on December 31, 2016, unless otherwise terminated by the Company or Employee as provided in paragraph 4 (the "Employment
Period").


 


2.Compensation and Benefits.
In consideration for the valuable services to be rendered by Employee and for Employee's agreement not to compete against the Company
as described in paragraph 5, the Company hereby agrees that commencing as of April 6, 2015 and continuing during the Employment
Period the Company will pay Employee a gross Base Salary (the “Base Salary”) of $265,000 per annum. Employee also shall
be entitled to (1) reimbursement for actual business expenses which have been pre-approved in writing by the Company; (2) comparable
combined paid vacation/sick leave and medical and other benefits consistent with those received by other similarly situated employees
of the Company; and (3) bonus compensation in amounts as determined in the reasonable discretion of the Compensation Committee
and the Board of Directors of the Company. Employee shall also be eligible to receive incentive-based stock awards and/or common
stock options from the Company as determined in the reasonable discretion of the Compensation Committee of the Board of Directors
of the Company. Employee shall be covered by the directors and officers liability insurance coverage of the Company so long as
Employee maintains a position with the Company as either an officer or director of the Company as further defined under the Company’s
Directors and Officers Insurance Plan.


 


3.Services. During the Employment
Period, Employee agrees to devote Employee's best efforts and substantially all of Employee's business time and attention to the
business affairs of the Company. During the Employment Period, Employee agrees to render additional functional services as the
Company may from time to time direct. During the Employment Period, Employee agrees that Employee will not, except with the prior
written consent of the Company, with such consent not to be unreasonably withheld, become engaged in or render services for any
business other than the business of the Company.


 


4.Termination. In addition
to the provisions of paragraph 1, the Employment Period also may be terminated as follows: (a) by Employee's death or permanent
disability which renders the Employee unable to perform Employee's duties hereunder (as determined by the Company in its good faith
judgment), (b) by Employee's resignation upon prior written notice to the Company of one hundred eighty (180) days, (c) by the
Company for Cause, or (d) by the Company without Cause upon prior written notice to Employee of one hundred eighty (180) days.
For purpose of this paragraph 4, "Cause" shall mean (i) the repeated failure or refusal of Employee to follow the lawful
directives of the Company, or its designee (except due to sickness, injury or disabilities), after prior notice to Employee and
a reasonable opportunity to cure by Employee of up to thirty (30) days, (ii) gross inattention to duty or any other willful, reckless
or grossly negligent act (or omission to act) by Employee, which, in the good faith judgment of the Company, materially injures
the Company, including the repeated failure to follow the policies and procedures of the Company, after prior written notice to
Employee and a reasonable opportunity to cure by Employee of up to thirty (30) days, (iii) a material breach of this Agreement
by Employee, after prior written notice to Employee and a reasonable opportunity to cure by Employee of up to thirty (30) days,
(iv) the commission by Employee of a felony or other crime involving moral turpitude or the commission by Employee of an act of
financial dishonesty against the Company, or (v) a proper business purpose of the Company, which shall be limited to the elimination
of the position filled by Employee as a result of a material decrease in revenues and/or profits of the Company, but with other
cost cutting measures and the termination of other employees being first considered and instituted as determined in the sole judgment
of the Company prior to the termination of Employee; provided, however, that in the event the Company terminates Employee under
this subparagraph (v), then (I) the scope of the non-compete under Paragraph 5 shall be limited to the products and services offered
by the Company as of the termination of Employee under subparagraph (v) and (II) the Company shall pay to Employee a continuation
of Base Salary and benefits each month for the six (6) month period immediately following such termination under subparagraph (v).
In the event the Company terminates Employee without Cause under paragraph 4(d) of this Agreement, the Company shall pay to Employee
a continuation of Base Salary and benefits each month for the six (6) month period immediately following such termination.


 



    	 



    	 



    




5. Non-Compete.


 


(a)In the event the Employment
Period is terminated under paragraphs 4(b) or 4(c) above, then the non-compete provisions of this paragraph 5 will apply to Employee.
In the event the Employment Period is otherwise terminated, such as without Cause, then no part of this paragraph 5 will apply
to Employee.


 


(b)Employee recognizes and acknowledges
that by virtue of accepting employment hereunder, Employee will acquire valuable training and knowledge, enhance Employee's professional
skills and experience, and learn proprietary trade secrets and Confidential Information of the Company. In consideration of the
foregoing and the benefits conferred to Employee under this employment contract, Employee agrees that during the Employment Period
and for one (1) year thereafter (the "Non-Compete Period"), Employee will not directly or indirectly (whether as employee,
director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult
with, advertise on behalf of, render services for or in any manner engage in any competitive business of soliciting or providing
any computer, technology, IT, cybersecurity, telecommunications expense management, telecommunications lifecycle management or
mobile device management services (including consulting services) or products of any type whatsoever to any federal, state and/or
local governments and/or to any existing or targeted customers or clients of the Company, with the term “targeted”
meaning customers or clients that the Company has contacted within the last 12 months or included in a sales or strategic plan
of the Company prior to the date of termination of the Employment Period; nor shall Employee solicit any other Person to engage
in any of the foregoing activities or knowingly request, induce or attempt to influence any then existing or targeted customers,
clients or suppliers of the Company to curtail any business they are currently, or in the last 24 months have been, transacting
with the Company (the "Non-Compete”). Nothing herein will prevent Employee from being a passive owner of not more than
1% of the outstanding stock of any class of a corporation which is engaged in a competitive business of the Company and which is
publicly traded, so long as Employee has no participation in the business of such corporation. Furthermore, during the Non-Compete
Period, Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage
or attempt to influence any existing employee or recruit to leave or discourage their employment with the Company. Employee agrees
that the restraint imposed under this paragraph 5 is reasonable and not unduly harsh or oppressive.


 


(c)If, at the time of enforcement
of any provision of paragraph 5(b) above, a court or arbitrator holds that the restrictions stated therein are unreasonable or
unenforceable under circumstances then existing, the Company and Employee agree that the maximum period, scope, or geographical
area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area.


 



    	 



    	 



    




(d)Since a material purpose of
this Agreement is to protect the Company's investment in the Employee and to secure the benefits of Employee's background and general
experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this paragraph 5 or paragraph 6. Therefore, in the event of a breach by Employee of any of the provisions
of this paragraph 5 or paragraph 6, the Company, or its successors or assigns may, in addition to other rights and remedies existing
in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violations of such provisions of this Agreement.


 


6.Confidential Information.
Employee acknowledges that the information, data and trade secrets (collectively, "Confidential Information") obtained
by Employee during the course of Employee's performance under this Agreement, and previously if Employee has already been an employee
of the Company, concerning the business or affairs of the Company are the property of the Company. For purposes of this Agreement,
"trade secret" means any method, program or compilation of information which is used in the Company's business, including
but not limited to: (a) techniques, plans and materials used by the Company, (b) marketing methods and strategies employed by the
Company, and (c) all lists of past, present or targeted customers, clients or suppliers of the Company. Employee agrees that Employee
will not disclose to any unauthorized Person or use for Employee's own account any of such Confidential Information without the
written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available
for use by the public other than as a result of Employee's acts or omissions to act or become known to Employee lawfully outside
the scope of Employee's employment under this Agreement. Employee agrees to deliver to the Company at the termination of Employee's
employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (and
copies thereof) relating to the business of the Company which Employee may then possess or have under Employee's control.


 



    	 



    	 



    




7.Notices. Any notice provided
for in this Agreement shall be in writing and shall be either personally delivered, sent by overnight courier (e.g., Federal
Express) or mailed by first class certified mail, return receipt requested, to the recipient at the address below indicated:








 


	 	To the Company:	Mr. James T. McCubbin
	 	 	WidePoint Corporation
	 	 	7926 Jones Branch Drive Suite 520
	 	 	McLean, Virginia 22102
	 	 	 
	 	To Employee:	Jin Kang
	 	 	4201 N. Ocean Blvd. #C301
	 	 	Boca Raton, FL 33431







 


or such other address or to the attention
of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under
this Agreement will be deemed to have been given when so delivered, sent or mailed.


 


8.Miscellaneous.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law. The parties agree that (i) the provisions of this Agreement shall be severable in the event that any of the provisions hereof
are for any reason whatsoever invalid, void or otherwise unenforceable, (ii) such invalid, void or otherwise unenforceable provisions
shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise
unenforceable provisions but are valid and enforceable and (iii) the remaining provisions shall remain enforceable to the fullest
extent permitted by law. This Agreement embodies the complete agreement and understanding among the parties and supersedes and
preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way. This Agreement may be executed on separate counterparts, each of which is deemed to be
an original and all of which taken together constitute one and the same agreement. Transmission of facsimile copies of signed
original signature pages of this Agreement shall have the same effect as delivery of the signed originals. 
This Agreement is intended to bind and inure to the benefit of
and be enforceable by Employee and the Company, and their respective successors and assigns. Employee may not assign Employee's
rights or delegate Employee's obligations hereunder without the prior written consent of the Company. The Company may assign its
respective rights and delegate its duties hereunder without the consent of Employee to Permitted Transferees. All questions concerning
the construction, validity and interpretation of the Agreement will be governed by the internal law, and not the law of conflicts,
of the Commonwealth of Virginia. All parties hereby consent to subject matter jurisdiction, personal jurisdiction and venue in
the appropriate state or federal courts located in Fairfax, Virginia for disputes under this Agreement. The parties hereby waive
any and all objections to personal jurisdiction and venue solely as they relate to the enforcement of the terms of this Agreement
in the state and federal courts located in Fairfax, Virginia. Any
provision of this Agreement may be amended or waived only with the prior written consent of the Company and Employee. If either
party breaches this Agreement, the prevailing party shall be entitled to recover costs, including reasonable attorney’s
fees, from the non-prevailing party.


 



    	 



    	 



    




9.Definitions. "Person"
shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and
a governmental entity or any department or agency thereof. "Permitted Transferee" shall mean a subsidiary (direct
or indirect), affiliate or successor of the Company.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement on the day and year first above written.


  


 


	WITNESS:



	 	EMPLOYEE:




	 	 	 
	 	 	 
	 	 	/s/ Jin Kang
	 	 	Jin Kang




	 	 	 	 





 


  





	Attest (Seal):	 	WIDEPOINT CORPORATION
	 	 	 	 
	 	 	 	 
	/s/ James T. McCubbin	 	By:	/s/ Steve L. Komar
	James T. McCubbin	 	 	Steve L. Komar
	Secretary	 	  	Chairman & Chief Executive Officer







 


 


DATED: April 9, 2015