xedar8krakeex102_7208.htm


     

    
      

      

    

     

    Exhibit 10.2

    
 

    XEDAR
CORPORATION

    


    


    July 1,
2008

    


    Mr. Don
W. Rakestraw

    Atlantic
Systems Corporation

    1215
South Clark Street

    Suite
1102

    Arlington,
VA 22202

    


    Dear
Don:

    


    This
letter confirms the terms of your employment by Atlantic Systems Corporation
(Atlantic) as of the above date, and replaces any preceding employment
agreements written or verbal.  All terms of this agreement shall
remain in effect for two years after you have realized $2.640 million in stock
sales from the shares you received when Atlantic Systems was acquired by XeDAR
unless your employment is terminated for any reason pursuant to the Termination
section below. 

    


    
      	
              Position

            	
              Chief
      Executive Officer of Atlantic Systems, a wholly-owned subsidiary of XeDAR
      Corporation.

            
	 
      	 
      
	
              Base
      Salary

            	
              Your
      Base Salary for this position will be $25,416.67 per month (expressed as
      $305,000 per annum).  You will receive annual cost of living
      increases of at least 3.0% of your then base salary through the term of
      this agreement, with adjustments taking place annually on the first day of
      each calendar year.  

            
	 
      	 
      
	
              Incentive

            	
              You
      will receive cash annual incentive compensation based on a graduated
      percentage of Atlantic’s annual EBITDA as follows:

            
	 
      	
              1.  20%
      of EBITDA between $0 and $100,000

            
	 
      	
              2.  15%
      of the additional EBITDA between $100,000 and $500,000

            
	 
      	
              3.  10%
      of the additional EBITDA over $500,000

            
	 
      	 
      
	 	Payments
      pursuant to this incentive plan will be paid on the next payroll following
      the release of Xedar's audited financial statements.
	 	 
	
              Expenses

            	
              Reasonable
      business travel and entertainment expenses, reimbursed monthly based on
      approved expense reports.

            
	 
      	 
      
	
              Restricted

              Stock

            	
              You
      will receive a restricted stock unit (RSU) grant of 20% of your then base
      compensation on the date of the next payroll following the release of
      Xedar's audited financial statements.   You will pay taxes
      on any restricted stock grant, and XeDAR will comply with any applicable
      withholding requirements.

            
	 
      	 
      
	 
      	 
      
	
              Termination

            	
              If
      you are terminated, except for cause (which is defined as your death or
      permanent disability, a conviction for a crime of moral turpitude, a
      felony, or a conviction resulting from actions by you which harm Atlantic
      or its parents (but shall not include a conviction related to a minor
      traffic or other petty offense)), you will receive termination pay as
      follows:

            
	 
      	
              1.  Your
      salary will continue to be paid on normal pay dates until you received at
      least $2.640 million from XeDAR stock sales, as noted
      above.

            
	 
      	
              2.  Once
      you have received at least $2.640 million from the sale of XeDAR
      stock, you will also receive a final termination payment of
      $550,000.

               

            
	 
      	
              If
      you are terminated for cause, you will receive compensation through your
      date of termination only, and will receive no additional
      compensation.

            
	 
      	 
      
	
              Benefits

            	
              In
      accordance with the benefits of Atlantic/Point One as set forth in the
      previous "terms of employment letter" dated March 20,
  2007.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    This
letter does not constitute an employment contract, either express or
implied.  Any employment by Atlantic is on an “at will” basis and may
be terminated by the Board of XeDAR at any time, with or without
cause.

    


    Sincerely,

    


    


    


    
      	
              /s/ Hugh
      H. Williamson III

            	
              /s/
      John P. Moreno

            
	
              Hugh
      H. Williamson III

            	
              John
      P. Moreno, Chair

            
	
              Chairman
      and CEO

            	
              Compensation
      Committee

            
	
              XeDAR
      Corporation

            	
              XeDAR
      Corporation

            


    

    


    


    Accepted:

    


    /s/
Don
W. Rakestraw

    Don
W. Rakestraw