Exhibit 10.23


EMPLOYMENT AGREEMENT


EMPLOYEE’S EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into
as of January 3, 2007, by and between CIBER, Inc., a Delaware corporation
(together with its affiliates, the “Company”) and Wally Birdseye (“Employee”).


Agreement


THE PARTIES AGREE AS
FOLLOWS:


1.             Duties.
Employee agrees to be employed by and to serve the Company as its SVP and
President/Federal Government Practice, and the Company agrees to employ and
retain Employee in such capacity, subject to the terms of Employee’s Agreement.
Employee shall devote all of Employee’s business time, energy and skill to the
affairs of the Company, subject to the direction of executive officers of the
Company and as further identified on Annex A hereto. Employee shall have powers
and duties commensurate with Employee’s position in the Company. Employee shall
comply with the general management policies of the Company as announced from
time to time and made available to Employee in writing. Employee’s principal
place of business with respect to Employee’s services to the Company shall be
within fifty (50) miles of the central business district of Washington, D.C.
Employee shall be required at various times to travel as part of Employee’s
duties.


2.             Term
of Employment.


2.1 Basic Term. The
initial term of employment of Employee by the Company shall be from the date of
Employee’s Agreement through the current calendar year, unless terminated
earlier pursuant to Employee’s Agreement. Employee’s Agreement shall renew
automatically on an annual basis thereafter, subject to the termination
provisions hereof on the same terms contained herein unless the Company or
Employee provides written notice of its or Employee’s intention not to renew.


3.             Salary,
Benefits and Bonus Compensation.


3.1 Base Salary. Commencing
on the date of Employee’s Agreement, the Company agrees to pay to Employee a “Base
Salary” at the annualized rate as described on Annex A, payable in twenty-six
(26) equal biweekly installments in accordance with the Company’s regular
payroll practice.


3.2 Bonuses. Employee
will be eligible to receive a bonus as determined in accordance with Annex A
attached hereto for each fiscal year of the Company completed during the term
of Employee’s employment. The estimated award will be adjusted with a fmal
reconciliation in the first month of the following fiscal year.



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3.3 Additional Benefits. For
purposes of determining the benefits or benefit levels to which Employee is
entitled, Employee shall receive credit for Employee’s length of employment
with the Company. During the term of Employee’s employment, Employee shall be
entitled to the following fringe benefits:


3.3.1 Employee Benefits. Employee shall be eligible to
participate in such of the Company’s benefit and compensation plans as may be
generally available to Employees of the Company. All such benefit plans may be
amended or discontinued in the sole discretion of the Company.


3.3.2 Business Expenses. The Company shall reimburse Employee
for all reasonable and necessary expenses incurred in carrying out Employee’s
duties under Employee’s Agreement, including travel and entertainment expenses,
in accordance with the Company’s policies in effect from time to time. Employee
shall present promptly to the Company an itemized account of such expenses in
such form as may be required by the Company.


3.3.3 Vacation. Employee shall be entitled to vacation time
pursuant to the Company’s policy during which time Employee’s compensation
shall be paid in full. In addition, Employee shall be entitled to paid holidays
and personal days off in accordance with the Company’s policies in effect from
time to time.


4.             Termination
of Employment.


4.1 Termination for
Cause. Termination for Cause (as defined below) of Employee’s employment
may be effected by the Company at any time without liability except as
specifically set forth in Employee’s Subsection. The termination shall be
effected by written notification to Employee and shall be effective as of the
time set forth in such notice. At the effective time of a Termination for
Cause, Employee immediately shall be paid all accrued Base Salary and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s duties hereunder, all to the effective time of termination. In
addition, Employee shall be entitled to benefits under any benefit plans of the
Company in which Employee is a participant to the full extent of Employee’s
rights under such plans.


4.2 Termination Other
Than for Cause. The Company may effect a Termination Other Than for Cause
(as defined below) of Employee’s employment at any time upon giving written
notice to Employee of such termination and without liability except as
specifically set forth in Employee’s Subsection. The termination shall be
effective as of the time set forth in such notice. At the effective time of any
Termination Other Than for Cause, Employee shall immediately be paid all
accrued Base Salary and any reasonable and necessary business expenses incurred
by Employee in connection with Employee’s duties hereunder, all to the
effective time of termination. Employee shall also be entitled to any unpaid
bonus compensation. Unpaid bonus compensation for the purposes of Section 4.2
shall be pro rated based on the number of full calendar months of Employee’s
employment during the fiscal year in which termination occurs. Employee shall
also be



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entitled to benefits under any benefit plans
of the Company in which Employee is a participant to the full extent of
Employee’s rights under such plans.


4.2.1 If Employee’s employment is terminated at the will of the Company
under Subsection 4.2, Employee shall receive severance compensation. For
purposes of determining the severance compensation in Employee’s Subsection,
the credit for Employee’s employment with the Company shall not apply. The
Company shall pay any severance compensation in accordance with the Company’s
regular payroll practice. There will be no severance compensation in the event
of a Termination for Cause.


4.2.1.1 If termination by the Company occurs within the initial twelve
(12) months, the severance compensation will equal to two (2) weeks of the then
applicable Base Salary.


4.2.1.2 If termination by the Company occurs between the thirteenth
(13) month and sixty (60) month, the severance compensation will equal to four
(4) weeks of the then applicable Base Salary plus one-fourth of the aggregate
fully earned bonus compensation for the most recent three months to the date of
termination.


4.2.1.3 Beginning the sixty-first (61) month, the severance
compensation will equal to eight (8) weeks of the then applicable Base Salary
plus one-third of the aggregate fully earned bonus compensation for the most
recent three months to the date of termination.


4.3 Termination by Reason
of Disability. If Employee, in the reasonable judgment of the Executive
Officers of the Company, has failed to perform Employee’s duties under Employee’s
Agreement on account of illness or physical or mental incapacity, and such
illness or incapacity continues for a period of more than six (6) months, then
the question of whether Employee’s illness or incapacity is reasonably likely
to continue shall be submitted to the Company or, if disability insurance is
maintained by Employee, Employee’s disability insurance carrier for determination.
In the event the Company or such insurance carrier determines that Employee is
subject to such an illness or incapacity, the Company sh’all have the right to
terminate Employee’s employment (“Termination for Disability”) by written
notification to Employee and payment to Employee of all accrued Base Salary,
unpaid bonus compensation (prorated as provided in Section 4.2) and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s duties hereunder, all to the date of termination. Employee
shall also be entitled to benefits under any benefit plans in which Employee is
a participant, including disability benefits, if any, to the full extent of
Employee’s rights under such plans.


4.4 Death. In the
event of Employee’s death during the term of employment, Employee’s employment
shall be deemed to have terminated as of the last day of the month during which
Employee’s death occurs, and the Company shall pay promptly to Employee’s
estate all accrued Base Salary, unpaid bonus compensation (prorated as provided
in Section 4.2) and any reasonable and necessary business expenses incurred by
Employee in connection with Employee’s



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duties hereunder. Employee’s estate shall
also be entitled to benefits under any benefit plans of the Company in which
Employee is a participant to the full extent of Employee’s rights under such
plans.


4.5 Voluntary
Termination. In the event of a Voluntary Termination (as defined below) by
Employee, the Company shall immediately pay all accrued Base Salary and any
reasonable and necessary business expenses incurred by Employee in connection
with Employee’s duties hereunder, all to the date of termination.


5.               Protection
of the Company’s Business. For purposes of determining the geographic areas
to protect the Company’s business in Subsection 5.1 and Subsection 5.2 below.


5.1 No Competition and No
Solicitation of Clients. Employee shall not, during the term of Employee’s
employment and for twelve (12) months following the termination of Employee’s
employment but not less than eighteen (18) months from the date hereof (unless
the Company grants Employee written authorization): (a) call upon, cause to be
called upon, solicit or assist in the solicitation of, any current client,
former client or potential client of the Company for the purpose of selling,
renting or supplying any product or service competitive with the products or
services of the Company; (b) provide any product or services to any current
client, former client or potential client of the Company which is competitive
with the products or services of the Company; or (c) request, recommend, or
advise any client or potential client to cease or curtail doing business with
the Company. Any individual, governmental authority, corporation, partnership or
other entity to whom the Company has provided services or products or has made
one or more sales calls during the twenty-four (24) month period preceding the
date of termination of Employee’s employment, shall be deemed a client or
potential client.


5.2 No Hire of Other
Employees or Independent Contractors. Employee shall not, during the term
of Employee’s employment and for twelve (12) months following the termination
of Employee’s employment but not less than eighteen (18) months from the date
hereof (unless the Company grants Employee written authorization): (a) except
on behalf of the Company, employ, engage or seek to employ or engage any
individual or entity, on behalf of Employee or any entity (including a client
of the Company), who was employed or engaged by the Company during the six (6)
month period preceding Employee’s termination or who is currently employed or
engaged by the Company; (b) solicit, recommend or advise any Employee of the
Company or independent contractor to terminate their employment or engagement
with the Company for any reason; (c) except on behalf of the Company, solicit
recruiting prospects and/or candidates whose files are actively maintained or
have been maintained during the last six (6) months prior to Employee’s termination
by the Company; or (d) enter into a business arrangement with any other person
or firm who is or has been an Employee or independent contractor of the Company
within the twelve (12) month period preceding Employee’s termination for the
purpose of providing services as described in Section 5.1 above.



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6.             Confidentiality.


6.1 Confidential
Information and Materials. All of the Confidential Information and
Materials, as defined herein, are and shall continue to be the exclusive
confidential property and trade secrets of the Company. Confidential
Information and Materials have been or will be disclosed to Employee solely by
virtue of Employee’s employment with the Company and solely for the purpose of
assisting Employee in performing Employee’s duties for the Company. “Confidential
Information and Materials” refers to all information belonging to or used by
the Company or the Company’s clients relating to internal operations,
procedures and policies, finances, income, profits, business strategies,
pricing, billing information, compensation and other personnel information,
client contacts, sales lists, employee lists, technology, software source
codes, programs, costs, marketing plans, developmental plans, computer
programs, computer systems, inventions, developments, personnel manuals,
computer program manuals, programs and system designs, and trade secrets of
every kind and character, whether or not they constitute a trade secret under
applicable law, including such of the foregoing developed by Employee during
Employee’s employment with the Company whether developed by Employee during or
after business hours. Employee acknowledges and agrees all Confidential
Information and Materials shall, to the extent possible, be considered works
made for hire for the Company under applicable copyright law. To the extent any
Confidential Information and Materials are not deemed to be a work made for
hire, Employee hereby assigns to the Company any rights Employee may have or
may acquire in such Confidential Information and Materials as they are created,
throughout the world, in perpetuity. Further, Employee hereby waives any and
all moral rights Employee may have in such Confidential Information and
Materials. Notwithstanding the foregoing, the Company acknowledges that it shall
have no right to inventions or other material for which no equipment, supplies,
facilities or Confidential Information and Material of the Company is used and
which are developed entirely on Employee’s own time and (i) do not relate
directly to the business of the Company, or (ii) do not result from any work
performed by Employee hereunder or from Employee’s work at the Company.


6.2 Non-disclosure and
Non-use. Employee may use Confidential Information and Material while an
Employee of the Company and in the course of that employment to the extent
reasonably deemed necessary by the Company for the performance of Employee’s
responsibilities. Such permission expires upon termination of Employee’s
employment with the Company or on notice from the Company. Employee shall not,
either during or after Employee’s employment with the Company, disclose any
Confidential Information or Materials to any person, firm, corporation,
association or other entity for any reason or purpose unless expressly
permitted by the Company in writing or unless required by law. Employee shall
not use, in any manner other than to further the Company’s business, any
Confidential Information or Materials of the Company. Upon termination of
Employee’s employment, Employee shall immediately return all Confidential
Information or Materials or other property of the Company or its clients or
potential clients in Employee’s possession or control.



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7.             Definitions.


7.1           Definitions. For purposes of Employee’s Agreement,
the following terms shall have the following meanings:


7.1.1 “Termination for Cause” shall mean termination by the Company of
Employee’s employment by the Company by reason of Employee’s conviction of any
felony crime, Employee’s dishonesty towards, fraud upon or injury or attempted injury
to the Company or its clients, Employee’s breach of Employee’s Agreement, or
any reason that constitutes “cause” under applicable law.


7.1.2 “Termination Other Than for Cause” shall mean termination by the
Company of Employee’s employment by the Company other than a Termination for
Cause, Termination for Disability, or for any or no reason.


7.1.3 “Voluntary Termination” shall mean termination by Employee of
Employee’s employment with the Company, but shall not include constructive
termination by the Company by reason of material breach of Employee’s Agreement
by the Company.


8.             Remedies.


8.1           Liquidated Damages.


8.1.1 If Employee violates Subsection 5.1, Employee shall pay to the
Company as liquidated damages, the greater of Company’s gross billings to the
client to which products or services are supplied in violation of Subsection
5.1 during the year immediately prior to the first improper solicitation or
$25,000, to compensate the Company for its lost revenue, client development
expenses and other damages.


8.1.2 If Employee violates Subsection 5.2, Employee shall pay to the
Company as liquidated damages, in compensation for its recruitment and training
costs, lost revenues and other damages the greater of $25,000 ($50,000 if an
officer of the Company) or the actual identifiable damages of the Company for
each employee or independent contractor hired or engaged in violation of
Subsection 5.2.


8.1.3 Employee and the Company have carefully considered the issue of
liquidated damages and after negotiation agree that they are a reasonable
compromise after attempting to estimate what the actual damages would be and
assessing the risk of collection.


8.1.4 Employee authorizes the Company to disclose the terms of Sections
5, 6 and 8 of Employee’s Agreement to any subsequent employer or client of
Employee.



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8.2 Equitable Remedies. The
service rendered by Employee to the Company and the information disclosed to
Employee during Employee’s employment are of a unique and special character,
and any breach of Sections 5 or 6 hereof will cause the Company irreparable
injury and damage which will be extremely difficult to quantify. Although the
parties have agreed on liquidated damages for some of the potential breaches by
Employee, they agree that because of the risk of collection and intangibles
which are impossible to measure, the Company will be entitled to, in addition
to all other remedies available to it, injunctive relief to prevent a breach
and to secure the enforcement of all provisions of Sections 5 and 6. Employee
represents Employee’s experience and knowledge will enable Employee to earn an
adequate living in a noncompetitive business and that the injunctive relief
will not prevent Employee from providing for Employee and Employee’s family.


8.3 Costs. If
litigation is brought to enforce or interpret any provision contained herein,
the court shall award reasonable attorneys’ fees and disbursements to the
prevailing party as determined by the court.


8.4 Severability. THE
PARTIES HAVE CAREFULLY CONSIDERED ALL OF SECTIONS 5, 6 AND 8 AND AGREE THAT
THEY REPRESENT A PROPER BALANCING OF THEIR INTERESTS. It is the express intent
of the parties hereto that the obligations of, and restrictions on, the parties
as provided in Sections 5 and 6 shall be enforced and given effect to the
fullest extent legally permissible. If, in any judicial proceeding, a court
shall refuse to enforce one or more of the covenants or agreements contained in
Employee’s Agreement because the duration thereof is too long, the scope
thereof is too broad or some other reason, for the purpose of such proceeding,
the court may reduce such duration or scope to the extent necessary to permit
the enforcement of such obligations and restrictions.


9.             Miscellaneous.


9.1 Payment Obligations. The
Company’s obligation to pay Employee the compensation provided herein is
subject to the condition precedent that Employee performs Employee’s
obligations.


9.2 Waiver. The
waiver of the breach of any provision of Employee’s Agreement shall not operate
or be construed as a waiver of any subsequent breach of the same or other
provision hereof.


9.3 Entire Agreement;
Modifications. Employee’s Agreement represents the entire understanding
between the parties with respect to the subject matter hereof, and Employee’s
Agreement supersedes any and all prior understandings, agreements, plans and
negotiations, whether written or oral, with respect to the subject matter
hereof, including, without limitation, any understandings, agreements or
obligations respecting any past or future compensation, bonuses, reimbursements
or other payments to Employee from the Company. All modifications to Employee’s
Agreement must be in writing and signed by the party against whom enforcement
of such modification is sought.



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9.4 Notices. All
notices and other communications under Employee’s Agreement shall be in writing
and shall be given by hand delivery, or first-class mail, certified or
registered with return receipt requested, or by commercial overnight courier or
by fax and shall be deemed to have been duly given upon hand delivery, receipt
if mailed, the first business day following delivery to a commercial overnight
courier or upon receipt of a fax, addressed as follows:


If to the Company:


CIBER,
Inc.


5251 DTC Parkway, Suite 1400


Greenwood Village, Colorado 80111


Attention: Mac Slingerlend


Phone:
(303) 220-0100


Fax: (303) 267-3899


If
to Employee:


Wally
Birdseye


2524
N. Quincy Street


Arlington, VA 22207


Any party may change such party’s address for notices by notice given
pursuant to Employee’s Section 9.4.


9.5 Headings. The
Section headings herein are intended for reference and shall not by themselves
determine the construction or interpretation of Employee’s Agreement.


9.6 Governing Law;
Consent to Jurisdiction. Employee’s Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado without
application of its conflict of laws rules.


9.7 Severability. Should
a court or other body of competent jurisdiction determine that any provision of
Employee’s Agreement is excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible, and all
other provisions of the Agreement shall be deemed valid and enforceable to the
extent possible.


9.8 Binding Effect;
Assignment. Employee’s Agreement shall be binding upon and inure to the
benefit of the parties herein and their respective executors, administrators,
heirs, successors and assigns. The provisions of Employee’s Agreement relating
to the duties and obligations of the Company are transferable, assignable and
delegable by the Company. Those provisions relating to the duties and
obligations of the Employee are not transferable, assignable or delegable.



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9.9 Counterparts. Employee’s
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same Agreement.


9.10 Withholdings. All
compensation and benefits to Employee hereunder shall be reduced by all
federal, state, local and other withholdings and similar taxes and payments
required by applicable law. The Company may withhold amounts due it from
Employee from amounts due under Employee’s Agreement to Employee.


THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.



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IN WITNESS WHEREOF, the
parties hereto have executed Employee’s Agreement as of the date first above
written.


	
  Employee



  	
  CIBER, Inc., a Delaware corporation



  
	
  /s/ Wally
  Birdseye

  	
   

  	
  By:

  	
  /s/ Mac Slingerlend

  
	
  Wally Birdseye

  	
   

  	
  Mac Slingerlend, President & CEO

  
				



 


 


 


 



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