Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”),
is dated as of December   20  , 2017, by and between WidePoint Corporation, a corporation
organized under the laws of the State of Delaware (the “Company”), and Jason Holloway (“Executive”).


 


WITNESETH:


 


WHEREAS, the Company and Executive
desire to provide for the employment of the Executive as the Executive Vice President and Chief Sales and Marketing Officer
and President and CEO of WCSC of the Company, to engage in such activities and to render such services under the terms and
conditions hereof; and


 


WHEREAS, the Company has authorized
and approved the execution of this Agreement, and Executive desires to be employed by the Company under the terms and conditions
hereinafter provided.


  


NOW, THEREFORE, in consideration
of the mutual covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:


 


1. Appointment, Title and Duties.  During
the Employment Term (as defined below), the Company shall employ Executive to serve as its Executive Vice President and Chief
Sales and Marketing Officer and President and CEO of WCSC.  In such capacity, Executive shall report to the Chief
Executive Officer of the Company, and shall have such duties, powers and responsibilities as are customarily assigned to a Executive
Vice President and Chief Sales and Marketing Officer and President and CEO of WCSC of a publicly held corporation.  In
addition, Executive shall have such other duties and responsibilities as the Chief Executive Officer may reasonably assign Executive
provided that such duties are commensurate with and customary for a senior executive officer bearing Executive’s experience,
qualifications, title and position.


 


The Executive is required to spend a majority
of his business time in McLean, Virginia and other Company locations to fulfill his obligations to the Company. Executive shall
be reimbursed for his actual business expenses in accordance with applicable written policies and guidelines of the Company.


 


2. Term of Employment. The term
of the Executive’s employment under this Agreement shall commence on January 1, 2018 (“Effective Date”)
and shall continue until, and including, the third (3rd) anniversary of the Effective Date, unless terminated earlier
in accordance with Section 6 of this Agreement or extended as set forth in this Section 2 (the “Employment Term”).
Unless either party delivers written notice of non-renewal to the other party no later than 90 days prior to the end of the then
effective Employment Term, the Employment Term shall automatically extend for an additional one-year period. Notwithstanding the
foregoing, unless either party has previously delivered written notice of termination of the Employment Term to the other party
in accordance with the terms of this Agreement, in the event that a Change in Control is consummated during the Employment Term
at a point in time when less than twelve (12) months shall remain until the expiration of the then-current Employment Term, the
then-current Employment Term shall automatically extend on the date of consummation of such Change in Control such that the Employment
Term shall continue until, and including, the one (1) year anniversary of the consummation of the Change in Control, unless terminated
earlier in accordance with Section 6 of this Agreement or extended as set forth in this Section 2.


 






     


     


    

 


3. Acceptance of Position; Outside
Activities. Executive accepts the position of Executive Vice President and Chief Sales and Marketing Officer and President
and CEO of WCSC, and agrees that during the Employment Term he will faithfully perform his duties and will devote substantially
all of his business time and attention to the business and affairs of the Company.  Notwithstanding the foregoing, the Executive
will be permitted: (a) from time to time, to serve as a member of the board of directors of other for-profit companies, but not
without the prior approval by the Chief Executive Officer, which approval may be withheld in the sole discretion of the Chief Executive
Officer; (b) from time to time, to serve as a member of the board of directors of other non-profit associations, community associations,
and not for profit groups and manage his personal investments in non-competitive entities without the approval of the Chief Executive
Officer; and (c) to participate in such outside business activities as are expressly approved by the Chief Executive Officer; provided
that, the activities described in clauses (a), (b) and (c) of this Section 3 do not interfere with the performance of Executive’s
duties and responsibilities to the Company as provided hereunder.   Any compensation or remuneration which Executive
receives in consideration of his service on the Board of Directors of other companies shall be the sole and exclusive property
of Executive, and the Company shall have no right or entitlement at any time to any such compensation or remuneration.


 


4. Salary and Benefits. During
the term of this Agreement:


 


(a) Salary. The Company shall
pay to Executive a base salary at an annual rate of (i) Two Hundred and Sixty Five Thousand Dollars ($$265,000) per
annum for the initial twelve (12) month period of the Employment Term; (ii) Two Hundred Sixty Five Thousand Dollars ($$265,000)
per annum for the second twelve (12) month period of the Employment Term; and (iii) Two Hundred Sixty Five Thousand Dollars
($$265,000) per annum for the third twelve (12) month period during the Employment Term]. The foregoing amounts
are hereafter collectively referred to as the “Base Salary” and shall be paid in approximately equal installments at
intervals based on any reasonable Company policy which is consistently applied to all other executives of the Company and in accordance
with applicable wage payment laws.  Executive's annual base salary, as in effect from time to time, is hereinafter referred
to as the “Base Salary.”


  


(b) Annual Bonus. For each complete
calendar year of the Employment Term, Executive shall be eligible to receive an annual bonus (the "Annual Bonus").
Executive's annual target bonus opportunity shall be equal to 50% of Base Salary (the "Target Bonus") with
an annual opportunity to receive a maximum bonus of 100% of Base Salary, each based on the achievement of performance goals
mutually agreed upon by the Chief Executive Officer in consultation with the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") and the Executive; provided that, depending on results, Executive's
actual bonus may be higher or lower than the Target Bonus, as determined by the Compensation Committee based on the attainment
of the performance goals. If threshold performance goals are not achieved, then the Executive may not receive an Annual Bonus for
such calendar year. The dollar value of the Annual Bonus shall be paid by the Company one-half in cash and one-half in common stock
of the Company. All shares of common stock issued in connection with an Annual Bonus shall be fully vested as of the date of issuance.
The Annual Bonus will be paid within thirty (30) days prior to the filing of the Company’s Form 10-K for the applicable calendar
year. At the option of Executive, Executive may, in accordance with the terms and conditions of the applicable stock agreement
and the applicable stock incentive plan of the Company, elect to have the number of shares of common stock of the Company Executive
is to receive as part of an Annual Bonus reduced by, or Executive may tender back to the Company, an amount of shares sufficient
to satisfy applicable federal, state and local, if any, withholding taxes arising from the issuance of such shares to Executive.


 






     


     


    

 


(c) Additional Equity Award. The Company
shall, on January 2, 2018, grant to Executive 50,000  restricted shares of common stock of the Company, with the vesting
of the restrictions on such shares being performance-based, with such performance goals to be agreed upon by the Company and Executive.
The restricted shares of common stock shall be evidenced by a restricted stock agreement between Executive and the Company. The
restricted stock agreement shall provide that immediately prior to the occurrence of a Change in Control or upon the termination
of Executive’s employment with the Company due to Executive’s death or disability, the termination of Executive’s
employment by the Company without Cause or the voluntary resignation of Executive for Good Reason, the restrictions shall lapse
and the shares shall become fully vested. At the option of Executive, Executive may, upon the vesting of any such restricted shares,
elect to have the number of shares of common stock of the Company on which the restrictions have lapsed reduced by, or Executive
may tender back to the Company, an amount of shares sufficient to satisfy applicable federal, state and local, if any, withholding
taxes arising from the vesting of such shares.


 


(d) Benefits. During the Employment
Term, Executive shall be eligible to participate in all health, retirement, Company-paid insurance, sick leave, disability, expense
reimbursement and other benefit programs which the Company or its subsidiaries makes available to any of its senior executives.
Executive shall be entitled to receive four (4) weeks of paid vacation per calendar year.


 


(e) Clawback Provisions. Notwithstanding
any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to Executive
pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government
regulation, or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made
pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant
to any such law, government regulation or stock exchange listing requirement).


 






     


     


    

 


5. Certain Terms Defined. For
purposes of this Agreement:


 


(a) Executive shall be deemed to be “disabled”
or to suffer from a “disability” if a physical or mental condition shall occur and persist which, in the written opinion
of a licensed physician selected by the Chief Executive Officer in good faith, has rendered Executive unable to perform the duties
set forth in Section 1 hereof for a period of ninety (90) days or more and, in the written opinion of such physician, the condition
will continue for an indefinite period of time, rendering Executive unable to return to his duties.


 


(b) A
termination of Executive’s employment by the Company shall be deemed for “Cause” if, and only if, it is based
upon the following: (i) Executive's failure, neglect or refusal to perform Executive’s material duties (in each instance,
other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive's failure to comply with
any valid, material and legal directive of the Board of Directors or Chief Executive Officer; (iii) Executive's engagement
in dishonesty, illegal or disloyal conduct, or willful or grossly negligent misconduct, which is, in each case, injurious to the
interests, reputation or business of the Company or its Affiliates as determined by the Compensation Committee of the Board of
Directors or the Chief Executive Officer; (iv) Executive's embezzlement, misappropriation, or fraud, whether or not related to
the Executive's employment with the Company; (v) Executive's conviction of or plea of guilty or nolo contendere to a crime that
constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) any material
failure by Executive to comply with the Company's written policies or rules, as they may be in effect from time to time during
the Employment Term; or (vii) Executive's material breach of any material obligation under this Agreement or any other written
agreement between Executive and the Company.  The Company shall have the right to suspend Executive with pay, for a reasonable
period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or
to permit a felony charge to be tried.  Immediately upon the conclusion of such temporary period, unless Cause to terminate
this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never
occurred. The Company cannot terminate Executive’s employment for Cause unless the Company has provided written notice to
the Executive of the existence of the circumstances providing grounds for termination for Cause within 90 days of the Company’s
knowledge of such grounds, and, if the circumstances are susceptible to cure, the Executive has had at least 30 days from the date
such notice is provided to cure such circumstances; provided, however, that the Company shall be permitted to terminate Executive’s
employment for Cause without any such cure period in the event of any termination based on subsections (iii) – (v) of this
Section 5(b).


 


(c) A resignation by Executive shall
not be deemed to be voluntary and shall be deemed to be a resignation with “Good Reason” if it is based upon (i) a
material diminution in Executive’s title, duties, responsibilities, authority or salary; (ii) a material reduction in
bonus target or benefits; (iii) a direction by the Board of Directors or Chief Executive Officer that Executive report to
any person or group other than the Board of Directors and the Chief Executive Officer; (iv) a requirement that the Executive relocate;
or (v) the Company’s material breach of this Agreement. Executive cannot terminate Executive’s employment for Good
Reason unless Executive has provided written notice to the Company of the existence of the circumstances providing grounds for
termination for Good Reason within 90 days of Executive’s knowledge of the initial existence of such grounds and the Company
has had at least 30 days from the date on which such notice is provided to cure such circumstances if they are susceptible to cure.
If Executive does not terminate Executive’s employment for Good Reason within 180 days after the first occurrence of the
applicable grounds, then Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect
to such grounds.


 






     


     


    

 


(d) “Affiliate” means with
respect to any Person, a Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by or
is under common control, with the Person specified.


 


(e) “Beneficial Owner” shall
have the meaning given to such term in Rule 13d-3 under the Exchange Act.


 


(f) A “Change in Control”
occurs if in one or in a series of transactions:


 


(i) Any Person or related group of
Persons (other than Executive and his Related Persons, the Company or a Person that directly or indirectly controls, is controlled
by, or is under common control with, the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;


 


(ii) The stockholders of the Company
approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires 33 1/3% or more of the combined voting power of the Company’s then outstanding securities shall
not constitute a Change in Control; or


 


(iii) The stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets.


 


(g) “Code” means the Internal
Revenue Code of 1986, as amended.


 


(h) “Exchange Act” means
the Exchange Act of 1934, as amended.


 


(i) “Person” means any individual,
control group as defined in the Exchange Act, corporation, partnership, limited liability company, trust, association or other
entity.


 


(j) “Related Person” means
any immediate family member (spouse, partner, parent, sibling or child, whether by birth or adoption) of the Executive and any
trust, estate or foundation, the beneficiary of which is the Executive and/or an immediate family member of the Executive.


 






     


     


    

 


(k) “Termination Date” shall be
determined as follows: (i) if the Executive's employment hereunder terminates on account of the Executive's death, the date of
the Executive's death; (ii) if the Executive's employment hereunder is terminated on account of the Executive's disability, the
date that it is determined that the Executive has a disability; (iii) if the Company terminates the Executive's employment hereunder
for Cause, the last date of employment of Executive; (iv) if the Company terminates the Executive's employment hereunder without
Cause, the date specified in the notice of termination; (v) if the Executive terminates his employment hereunder with or without
Good Reason, the date specified in the Executive's notice of termination; provided that, the Company may waive all or any part
of the notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the
Executive's Termination Date shall be the date determined by the Company; and (vi) if the Executive's employment hereunder terminates
due to the expiration of the Employment Term, the last date of the applicable Employment Term. Notwithstanding anything contained
herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation from service"
within the meaning of Section 409A of the Code (“Section 409A”).


 


6. Certain Benefits Upon Termination. Executive’s
employment shall be terminated upon the earlier of (i) the expiration of the Employment Term; (ii) the voluntary resignation
of Executive with or without Good Reason; (iii) Executive’s death or disability; or (iv) upon the termination of
Executive’s employment by the Company for any reason at any time.  In the event of such termination, the provisions
of Section 6(a) shall apply, and in the event of a Change in Control, the provisions of Section 6(b) shall apply.


 


(a) Termination Other Than in Connection
with a Change in Control.


 


(i) Termination on or Prior to the First
Anniversary of the Effective Date. If Executive’s employment by the Company terminates on or prior to the first anniversary
of the Effective Date for any reason other than as a result of a termination by the Company for Cause or a voluntary resignation
by Executive without Good Reason, then the Company shall pay Executive a lump sum severance payment in cash equal to six (6) months
of Executive’s Base Salary at the time of such termination (“Year 1 Cash Severance Payment provided that
if employment terminates by reason of Executive’s death or disability on or prior to the first anniversary of the Effective
Date, then Executive (or Executive’s estate, if applicable) shall solely be entitled to receive the Year 1 Cash
Severance Payment under this Section 6(a)(i). The Year 1 Cash Severance Payment shall be paid within 75 days following the Termination
Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall
not be made until the beginning of the second taxable year.


 


(ii) Termination Subsequent to the First
Anniversary of the Effective Date. If Executive’s employment by the Company terminates subsequent to the first anniversary
of the Effective Date for any reason other than as a result of a termination by the Company for Cause, a voluntary resignation
by Executive without Good Reason or the expiration of the Employment Term, then the Company shall pay Executive a lump sum severance
payment in cash equal to twelve (12) months of Executive’s Base Salary at the time of such termination (“Full Cash
Severance Payment; provided that if employment terminates by reason of Executive’s death or disability, then
Executive (or Executive’s estate, if applicable) shall solely be entitled to receive the Full Cash Severance Payment under
this Section 6(a)(ii). The Full Cash Severance Payment shall be paid within 75 days following the Termination Date; provided that,
if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the
beginning of the second taxable year.


 






     


     


    

 


(iii) Release and Compliance with Agreement.
Notwithstanding anything in this Agreement to the contrary, Executive’s entitlement to any payments under this Section 6(a)
in connection with the termination of Executive’s employment by the Company without Cause or the termination of Executive’s
employment with the Company by the voluntary resignation of Executive for Good Reason shall be subject to Executive's compliance
with Section 7, Section 17, Section 18 and Section 22 of this Agreement and Executive’s execution of a release of claims
in favor of the Company, its Affiliates and their respective officers and directors in a form provided by the Company that is reasonably
satisfactory and does not release the Company from its obligations hereunder that are intended to survive termination or vested
and unforfeited rights under the Company’s employee benefit and compensation plans (including without limitation, the equity
grants and the acceleration of vesting specified herein) and contains standard carveouts (the "Release") and such
Release becoming effective within 60 days following the Termination Date (such 60-day period, the "Release Execution Period"),
to the extent permitted by law.


 


(iv) Limitations. The Company shall
have no liability under this Section 6(a) if Executive’s employment pursuant to this Agreement is terminated due to the expiration
of the Employment Term, by the Company for Cause, or by Executive without Good Reason. If the Executive is paid under this Section
6(a), then the Executive shall not receive payments under Section 6(b).


 


(b) Termination in Connection with
a Change in Control.


 


(i) General. If the Executive’s
employment is terminated by the Executive or the Company for any reason within ninety (90) days prior to or twenty four (24) months
following a Change in Control of the Company other than as a result of (i) a termination by the Company for Cause, (ii) a voluntary
resignation by Executive without Good Reason, or (iii) the expiration of the Employment Term,  then the Company shall
pay Executive a lump sum severance payment in cash equal to the Full Cash Severance Payment; provided that if employment
terminates by reason of Executive’s death or disability, then Executive (or Executive’s estate, if applicable)
shall solely be entitled to receive the Full Cash Severance Payment.  The Full Cash Severance Payment shall be paid within
75 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another
taxable year, payment shall not be made until the beginning of the second taxable year.


 


(ii) [Intentionally omitted].


 


(iii) Release and Compliance with Agreement.
Notwithstanding anything in this Agreement to the contrary, Executive’s entitlement to any payments under this Section 6(b)
shall be subject to Executive's compliance with Section 7, Section 17, Section 18 and Section 22 of this Agreement and Executive’s
execution of the Release and such Release becoming effective within the Release Execution Period, to the extent permitted by law.


 






     


     


    

 


(iv) Limitations. If Executive
is paid under this Section 6(b), then the Executive shall not receive payments under Section 6(a). The Company shall have no liability
under this Section 6(b) if Executive’s employment pursuant to this Agreement is terminated (A) due to the expiration of the
Employment Term, (B) by the Company for Cause, or (C) by Executive without Good Reason.


 


(c) Accrued Amounts. If Executive’s
employment is terminated for any reason, Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued
but unused vacation which shall be paid in accordance with the Company's customary payroll procedures; (ii) any earned but unpaid
Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date, which shall be paid on the
otherwise applicable payment date; provided that, if the Executive's employment is terminated by the Company for Cause, then any
such earned but unpaid Annual Bonus shall be forfeited; and (iii) reimbursement for unreimbursed business expenses properly incurred
by Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy.


 


(d) Timing of Payments. Except as expressly
set forth herein, the Company shall make all payments pursuant to the foregoing subsections (a) through (c) concurrently with the
Termination Date.  Any such termination payments payable hereunder shall be considered as part-consideration for the
covenants provided by Executive in Section 7 below.


 


(e) [RESERVED]


 


(f) Gross-Up.


 


(i) If it shall be determined that
any payment, distribution or benefit received or to be received by Executive from the Company (whether payable pursuant to the
terms of this Agreement or any other plan, arrangements or agreement with the Company or an Affiliate (“Payments”))
would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive shall
be entitled to receive an additional payment (the “Excise Tax Gross-Up Payment”) in an amount such that the
net amount retained by Executive, after the calculation and deduction of any Excise Tax on the Payments and any federal, state
and local income taxes and Excise Tax on the Excise Tax Gross-Up Payment provided for in this Section 6(f), shall be equal to the
Payments.  In determining this amount, the amount of the Excise Tax Gross-Up Payment attributable to federal income taxes
shall be reduced by the maximum reduction in federal income taxes that could be obtained by the deduction of the portion of the
Excise Tax Gross-Up Payment attributable to state and local income taxes.  Finally, the Excise Tax Gross-Up Payment shall
be reduced by income or Excise Tax withholding payment made by the Company or any Affiliate to any federal, state or local taxing
authority with respect to the Excise Tax Gross-Up Payment that was not deducted from compensation payable to Executive.


 






     


     


    

 


(ii) All determinations required to be made
under this Section 6(f), including whether and when an Excise Tax Gross-Up Payment is required and the amount of such Excise Tax
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, except as specified in Section 6(f)(i) above,
shall be made by the Company’s independent auditors (the “Accounting Firm”), which shall provide detailed
supporting calculations both to the Company and Executive.  Such determination of tax liability made by the Accounting
Firm shall be subject to review by Executive’s tax advisor and, if Executive’s tax advisor does not agree with such
determination reached by the Accounting Firm, then the Accounting Firm and Executive’s tax advisor shall jointly designate
a nationally recognized public accounting firm, which shall make such determination.  All reasonable fees and expenses
of the accountants and tax advisors retained by either Executive or the Company shall be borne by the Company.  Any Excise
Tax Gross-Up Payment, as determined pursuant to this Section 6(f), shall be paid by the Company to Executive within five days after
the receipt of such final determination in writing.  Any determination by a jointly designated public accounting firm
shall be binding upon the Company and Executive.


  


(iii) As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial determination thereunder, it is possible that Excise
Tax Gross-Up Payments will not have been made by the Company in an amount that should have been made consistent with the calculations
required to be made hereunder (“Underpayment”).  In the event that Executive thereafter is required
to make a payment of any Excise Tax, any such Underpayment calculated in accordance with and in the same manner as the Excise Tax
Gross-Up Payment in Section 6(f)(i) above shall be promptly paid by the Company to or for the benefit of Executive.  In
the event that the Excise Tax Gross-Up Payment exceeds the amount subsequently determined to be due, such excess shall be repaid
by the Executive to the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) within one hundred
eighty (180) days from the date that Executive receives written notice of the final determination of such excess payment.


 


(g) COBRA. If Executive timely and
properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"),
the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s
dependents. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the
month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until
the earliest of: (i) the six-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive
COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage
from another employer. Notwithstanding the foregoing, if the Company's making payments under this Section 6(g) would violate the
nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result
in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree
to reform this Section 6(g) in a manner as is necessary to comply with the ACA. Notwithstanding anything to the contrary set forth
herein, the rights of Executive under this Section 6(g) shall only apply following the termination of the employment of Executive
other than (i) as a result of Executive’s death, (ii) by the Company for Cause, (iii) by the voluntary resignation of Executive
without Good Reason, or (iv) by expiration of the Employment Term.


 






     


     


    

 


7. Non-competition; Non-Solicitation


 


(a)     Executive
agrees that at all times while he is employed by the Company and for a period of twelve (12) months thereafter if Executive’s
employment is terminated by Executive without Good Reason, by Executive with or without Good Reason under Section 6(b)(ii) of this
Agreement, or by the Company with Cause, he will not, as a principal, agent, employee, employer, consultant, stockholder, investor,
director or co-partner of any person, firm, corporation or business entity other than the Company, or in any individual or representative
capacity whatsoever, directly or indirectly, without the express prior written consent of the Company:


 


(i) engage or participate in any business
whose products or services are directly competitive with that of the Company and which conducts or solicits business, or transacts
with suppliers or customers located, within the United States, Great Britain or the European Union;


 


(ii) aid or counsel any other person, firm,
corporation or business entity to do any of the above; or


  


(iii) become employed by a firm, corporation,
partnership or joint venture which competes with the business of the Company within the United States, Great Britain or the European
Union;


 


provided that Executive shall be permitted to provide services
to a Competitive Entity (as defined below) that engages in a business whose products or services are competitive with that of the
Company so long as (A) Executive does not perform, directly or indirectly, any services for that part of the business of such Competitive
Entity that competes with the Company, including, but not limited to, any services performed in a supervisory role as an employee
of a direct or indirect parent company of any entity performing such competitive business, and (B) the gross revenues generated
by that part of the business of such Competitive Entity that competes with the Company shall not exceed ten percent (10%) of the
gross revenues of such Competitive Entity, on a consolidated basis, as of either of (1) the end of the fiscal year immediately
preceding the date that such employment by Executive with such Competitive Entity shall commence or (2) the end of the fiscal quarter
immediately preceding the date that such employment by Executive with such Competitive Entity shall commence. For purposes of this
Agreement, “Competitive Entity” shall mean any entity, including all direct and indirect parent companies, subsidiary
companies and Affiliates of such entity, that engages in a business whose products or services are competitive with that of the
Company.


 






     


     


    

 


(b)     Executive
agrees that at all times while he is employed by the Company and for a period of twenty-four (24) months thereafter (“Non-Solicitation
Period”) if Executive’s employment is terminated by Executive without Good Reason, by Executive with or without
Good Reason under Section 6(b)(ii), or by the Company with Cause, he will not, as a principal, agent, employee, employer, consultant,
stockholder, investor, director or co-partner of any person, firm, corporation or business entity other than the Company, or in
any individual or representative capacity whatsoever, directly or indirectly, without the express prior written consent of the
Company, knowingly request, induce or attempt to influence any then existing customer of the Company to curtail any business they
are currently, or in the last 36 months have been, transacting with the Company. Furthermore, during the Non-Solicitation Period,
Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly solicit or encourage
or attempt to influence any employee who was employed with the Company at any time during the two (2) year period prior to the
Termination Date to leave the employment of the Company.


 


For purposes of the definition of stockholder or investor
used in this Section 7, the Executive may hold a non-control position as stockholder or investor in the securities of publicly
traded companies without the prior written consent of the Company.


 


(c)     Since a material
purpose of this Agreement is to protect the Company’s investment in Executive and to secure the benefits of Executive’s
background and general experience in the industry and to protect the Confidential Information of the Company, the parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Sections 7, 17, 18 or
22 of this Agreement and that any such breach may cause the Company irreparable harm. Therefore, in the event of a breach by Executive
of any of the provisions of Sections 7, 17, 18 or 22 of this Agreement, 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 the provisions of this Agreement.


 


(d)     Executive
specifically authorizes and permits the Company to provide any Person with which Executive serves (or may serve) as an employee,
director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general
description of some or all of the terms of this Agreement.


 


8. Indemnification. The
Company shall indemnify Executive and hold Executive harmless from and against all claims, losses, damages, expenses or liabilities
(including expenses of defense and settlement) based upon or in any way arising from or connected with his employment by the Company.  To
the fullest extent permitted by law, the Company shall advance to Executive all expenses necessary in connection with the defense
of any action or claim which is brought if indemnification cannot be determined to be available prior to the conclusion of such
action or the investigation of such claim.  The Company hereby represents that it maintains and will continue to maintain
during the Employment Term (and for the applicable statute of limitations thereafter) director and officer insurance in an amount
of no less than One Million Dollars ($1,000,000) in coverage and shall include Executive as an insured in any directors’
and officers’ insurance policy it maintains. The provisions of this Section 8 shall survive any termination or expiration
of this Agreement.


 






     


     


    

 


9. Attorney Fees and Costs. In
the event that any action or proceeding is brought to enforce the terms and provisions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorney fees and costs.


 


10. Notices. All notices
and other communications provided to either party hereto under this Agreement shall be in writing and delivered by certified or
registered mail, postage prepaid, or by national overnight delivery service (such as Federal Express), to such party at its/his
address set forth below its/his signature hereto, or at such other address as may be designated by either party in conformity with
the provisions of this Section 10, with any such notices being deemed given when actually received by the recipient.


 


WidePoint Corporation


7926 Jones Branch Drive


Suite 520


McLean, VA 22102


Attn: Legal Counsel, WidePoint Corporation


 


11. Construction. In construing
this Agreement, if any portion of this Agreement shall be found to be invalid or unenforceable, the remaining terms and provisions
of this Agreement shall be given effect to the maximum extent permitted without considering the void, invalid or unenforceable
provisions.  In construing this Agreement, the singular shall include the plural, the masculine shall include the feminine
and neuter genders as appropriate.  Without limitation to the foregoing, nothing in this Agreement is intended to violate
the Sarbanes-Oxley Act of 2002, and to the extent that any provision of this Agreement would constitute such a violation, such
provision shall be modified to the extent required by such Act, or, to the extent that such provision cannot be so modified and
is found to be invalid or unenforceable, the remaining terms and provisions shall be given effect to the maximum extent permitted
without considering the void, invalid or unenforceable provision. Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. No party to this
Agreement shall be considered the draftsman. On the contrary, this Agreement shall be construed and interpreted according to the
ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of all parties hereof.


 


12. Headings. The section
headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.


 


13. Governing Law; Arbitration;
Jury Trial Waiver. 


 


(a)     This Agreement,
and any statements, conduct, claims, causes of action, liabilities or other matters relating to or arising out of or in connection
with this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard
to choice of law or conflict of law principles.


 






     


     


    

 


(b)     Except as
set forth in Section 7(c), Executive and Company agree that in the event a dispute arises concerning or relating, directly or indirectly,
to the interpretation, application or enforcement of this Agreement, such dispute shall be submitted to binding arbitration in
accordance with the employment arbitration rules of the American Arbitration Association (“AAA”) by a single
impartial arbitrator experienced in employment law selected as follows: if Company and Executive are unable to agree upon an impartial
arbitrator within ten days of a request for arbitration, the parties shall request a panel of employment arbitrators from AAA and
alternatively strike names until a single arbitrator remains. The arbitration shall take place in Washington, D.C., and both Executive
and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with AAA’s rules and procedures.
To the maximum extent permitted by law, Executive and the Company further agree that arbitration as provided for in this section
will be the exclusive remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived,
except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance
with applicable law. The parties further agree that the award of the arbitrator shall be final and binding on both parties. The
arbitrator shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator
deems appropriate. The Company and Executive will bear in equal shares any filing fees and costs of the arbitration proceeding
itself (for example, arbitrators’ fees, conference room, transcripts), but each party shall be responsible for its own attorneys’
fees (except as set forth in Section 9 of this Agreement). THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO
ARBITRATE, THEY ARE IRREVOCABLY AND UNCONDITIONALLY WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER
STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.


 


14. Entire Agreement. This
Agreement (together with the stock option agreement and the restricted stock agreements referred to herein) constitutes the entire
agreement and supersedes all other prior agreements and undertakings, both written and oral, among Executive and the Company, with
respect to the subject matter hereof.


 


15. Successors and Assigns. This
Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective
successors and assigns. Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder without
the prior written consent of the Company.


 


16. Counterparts. This Agreement
may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further
agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original
signatures.


 






     


     


    

 


17. Non-Disparagement.
Executive agrees and covenants that Executive will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of
its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. The Company
and its directors and executive officers will not at any time make, publish or communicate to any person or entity or in any public
forum any defamatory or disparaging remarks, comments, or statements concerning the Executive. This Section 17 does not, in any
way, restrict or impede Executive or the Company and its officers and directors from exercising protected rights to the extent
that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court
of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the
law, regulation, or order. Executive or the Company shall promptly provide written notice of any such order to the Chief Financial
Officer of the Company or the Executive, as applicable.


 


18. Confidential Information. Executive
acknowledges that the information, data and trade secrets (collectively, “Confidential Information”) obtained
by Executive during the course of Executive’s performance under this Agreement 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, suppliers, business partners, teaming members and/or other Persons who have done business with
the Company. Executive agrees that Executive will not, during the term of Executive’s employment with the Company and for
a period of twenty-four (24) months thereafter, disclose to any unauthorized Person or use for Executive’s own account any
of such Confidential Information without the written consent of the Company. Executive agrees to deliver to the Company at the
termination of Executive’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 Executive may then possess or have
under Executive’s control. Notwithstanding the terms of this Agreement, Confidential Information may be disclosed by Executive
when and to the limited extent compelled by written notice from a government agency or when and to the limited extent compelled
by legal process or court order by a court of competent jurisdiction, provided that, to the extent legally permissible, Executive
shall give the Company prompt written notice of such request or order and the Confidential Information to be disclosed as far in
advance of its disclosure as possible so that the Company may seek appropriate an protective order. Notwithstanding the terms of
this Agreement, Executive may disclose the Confidential Information of the Company in connection with the proposed performance
by Executive of Executive’s duties under this Agreement, subject to the Company’s prior approval. Confidential Information
does not include information which (a) is generally known to the industry or the public other than as a result of a breach of this
Agreement or any other agreements by Executive, or (b) is or becomes available to Executive on a non-confidential basis from a
source other than the Company or its subsidiaries or Affiliates or their respective directors, employees or agents.


 


19. Withholding. Anything to the
contrary notwithstanding, all payments required to be made by the Company hereunder to Executive or his beneficiaries, including
his estate, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.  In lieu of withholding such amounts, in whole or in part, the Company
may, in its sole discretion, accept other provisions for payment of taxes as permitted by law, provided it is satisfied in its
sole discretion that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.


 






     


     


    

 


20. Survival. The respective rights
and obligations of the parties hereunder, including under Sections 7, 17, 18, 20, 21, 22, 24 and 25 of this Agreement, shall survive
any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.


 


21. Resignation of Offices. Promptly
following the termination of Executive’s employment with the Company for any reason other than his death, Executive shall
promptly deliver to the Company reasonably satisfactory evidence of Executive’s resignation from all positions that Executive
may then hold as an employee, officer or director of the Company or any Affiliate.


 


22. Disclosure and Assignment to Company
of Inventions and Innovations.


 


(a) Executive agrees to disclose and assign
to the Company as the Company’s exclusive property, all inventions and technical or business innovations, including but not
limited to all patentable and copyrightable subject matter (collectively, the “Innovations”) developed, authored
or conceived by Executive solely or jointly with others during the period of Executive’s employment, including during Executive’s
employment prior to the date of this Agreement, (1) that are along the lines of the business, work or investigations of the Company
to which Executive’s employment relates or as to which Executive may receive information due to Executive’s employment
with the Company, or (2) that result from or are suggested by any work which Executive may do for the Company or (3) that are otherwise
made through the use of Company time, facilities or materials. To the extent any of the Innovations is copyrightable, each such
Innovation shall be considered a “work for hire.”


 


(b) Executive agrees to execute all necessary
papers and otherwise provide proper assistance (at the Company’s expense), during and subsequent to Executive’s employment,
to enable the Company to obtain for itself or its nominees, all right, title, and interest in and to patents, copyrights, trademarks
or other legal protection for such Innovations in any and all countries.


 


(c) Executive agrees to make and maintain
for the Company adequate and current written records of all such Innovations.


 


(d) Upon any termination of Executive’s
employment, employee agrees to deliver to the Company promptly all items which belong to the Company or which by their nature are
for the use of Company employees only, including, without limitation, all written and other materials which are of a secret or
confidential nature relating to the business of the Company.


 






     


     


    

 


(e) In the event the Company is unable for
any reason whatsoever to secure Executive’s signature to any lawful and necessary documents required, including those necessary
for the assignment of, application for, or prosecution of any United States or foreign application for letters patent or copyright
for any Innovation, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents
as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of letters patent
or registration of copyright thereon with the same legal force and effect as if executed by Executive. Executive hereby waives
and quitclaims to the Company any and all claims, of any nature whatsoever, which Executive may now have or may hereafter have
for infringement of any patent or copyright resulting from any such application.


 


23. Amendment. Any provision of this
Agreement may be amended or waived only with the prior written consent of the Company and Executive.  Notwithstanding anything
in this Agreement to the contrary, the Company shall unilaterally have the right to amend this Agreement to comply with Section 409A
of the Code so long as such amendment does not impair the rights of the Executive (in which case they shall reasonably cooperate);
provided that any adjustment in the timing of the payments to be received by Executive hereunder shall not be deemed to be an impairment
of the rights of Executive.


 


24.
Tolling. Should
Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run
from the first date on which Executive ceases to be in violation of such obligation.


 


25.
Section 409A.


 


(a) General
Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed
and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under
this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments
under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service
or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each
installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement
upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that
may be incurred by Executive on account of non-compliance with Section 409A.


 


(b) Specified
Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in
connection with Executive’s termination of employment is determined to constitute "nonqualified deferred compensation"
within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the
Termination Date or, if earlier, on Executive's death (the "Specified Employee Payment Date"). The aggregate of
any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump
sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with
their original schedule.


 






     


     


    

 


(c) Reimbursements.
Solely to the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided
in accordance with the following:


 


(i)  the amount of expenses eligible
for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other calendar year;


 


(ii)  any reimbursement of an
eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which
the expense was incurred; and


 


(iii) any right to reimbursements or in-kind
benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


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IN WITNESS WHEREOF, this Agreement
shall be effective as of the date specified in the first paragraph of this Agreement.


 


	 	 	WIDEPOINT CORPORATION:	 
	 	 	 	 
	 	 	 	 
	 	 	Name:  Jin H. Kang	 
	 	 	Title:  Chief Executive Officer	 


 


	 	 	EXECUTIVE:	 
	 	 	 	 
	 	 	 	 
	 	 	Name: Jason Holloway