parkereeagreement2022exn






Exhibit 10.1  {N0412479  }   EXECUTIVE EMPLOYMENT AGREEMENT    THIS AGREEMENT is made as of the 30th day of September, 2022 by and between  Zachary Parker (the “Executive”) and DLH HOLDINGS CORP., a New Jersey corporation (the  “Company”) and is effective as of the 1st day of October, 2022 (the “Effective Date”).     W I T N E S S E T H:    WHEREAS, the Company and its subsidiaries are engaged in the business of providing  professional and technical services; and    WHEREAS, the Executive is currently employed by the Company as the Chief Executive  Officer and President of the Company, and the Company desires to continue the employment of  the Executive and secure for the Company the experience, ability and services of the Executive;  and    WHEREAS, the Executive desires to continue his employment with the Company,  pursuant to the terms and conditions herein set forth, superseding all prior oral and written  employment agreements, and term sheets and letters between the Company, its subsidiaries  and/or predecessors and Executive;    NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:    ARTICLE I  DEFINITIONS    1.1   Accrued Compensation.  “Accrued Compensation” shall mean an amount which  shall include all amounts earned or accrued through the Termination Date (as defined below) but  not paid as of the Termination Date, including (a) Base Salary, (b) reimbursement for business  expenses incurred by the Executive on behalf of the Company, pursuant to the Company’s  expense reimbursement policy in effect at such time, (c) vacation pay, and (d) unpaid bonuses  and incentive compensation earned and awarded prior to the Termination Date.    1.2   Cause.  “Cause” shall mean: (a) willful disobedience by the Executive of a  material and lawful instruction of the Board of Directors of the Company; (b) the Executive’s  indictment for, conviction of, or plea of guilty or nolo contendere to any crime involving fraud,  embezzlement, bribery, kickback, theft or dishonesty, or any felony; (c) conduct amounting to  fraud, dishonesty, gross negligence, or willful misconduct; or (d) failure to substantially perform  his duties hereunder, other than during any period of illness or Disability. Notwithstanding the  foregoing, however,  the Company shall not have the right to terminate the employment of  Executive pursuant to the foregoing clauses (a), (c), and (d) above unless written notice  specifying such breach shall have been given to the Executive and, in the case of breach which is  capable of being cured, the Executive shall have failed to cure such breach within thirty (30)  days after his receipt of such notice.    





 






    {N0412479  }    2  1.3   Change in Control.   A “Change in Control” shall mean any of the following  events:     (a)  (i) An acquisition (other than directly from the Company) of any voting  securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used  for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the  “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the  meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of the  combined voting power of the Company’s then outstanding Voting Securities (49% if such  Person is Wynnefield Capital Inc. and its affiliates); provided, however, that in determining  whether a Change in Control has occurred, Voting Securities which are acquired in a “Non- Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a  Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an employee  benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any  corporation or other Person of which a majority of its voting power or its equity securities or  equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the  Company or any Subsidiary.        (ii)  Notwithstanding the foregoing, a Change in Control shall not be  deemed to occur solely because a Person (the “Subject Person”) gained Beneficial Ownership of  more than the permitted amount of the outstanding Voting Securities as a result of the acquisition  of Voting Securities by the Company which, by reducing the number of Voting Securities  outstanding, increases the proportional number of shares Beneficially Owned by the Subject  Person, provided that if a Change in Control would occur (but for the operation of this sentence)  as a result of the acquisition of Voting Securities by the Company, and after such share  acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional  Voting Securities which increases the percentage of the then outstanding Voting Securities  Beneficially Owned by the Subject Person, then a Change in Control shall occur.      (b) The individuals who, as of the date this Agreement is approved by the  Board, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at  least two-thirds of the Board; provided, however, that if the election, or nomination for election  by the Company’s stockholders, of any new director was approved by a vote of at least two- thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be  considered and defined as a member of the Incumbent Board; and provided, further, that no  individual shall be considered a member of the Incumbent Board if such individual initially  assumed office as a result of either an actual “Election Contest” (as described in Rule 14a-11  promulgated under the 1934 Act) or other solicitation of proxies or consents by or on behalf of a  Person other than the Board (a “Proxy Contest”); or      (c) Approval by stockholders of the Company of:      (i) A merger, consolidation or reorganization involving the Company,  unless: (1) the stockholders of the Company, immediately before such merger, consolidation or  reorganization, own, directly or indirectly immediately following such merger, consolidation or  reorganization, at least sixty percent (60%) of the combined voting power of the outstanding  voting securities of the corporation resulting from such merger or consolidation or reorganization  





 






    {N0412479  }    3  (the “Surviving Corporation”) in substantially the same proportion as their ownership of the  Voting Securities immediately before such merger, consolidation or reorganization, (2) the  individuals who were members of the Incumbent Board immediately prior to the execution of the  agreement providing for such merger, consolidation or reorganization constitute at least two- thirds of the members of the board of directors of the Surviving Corporation, and (3) no Person  (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part  thereof) maintained by the Company, the Surviving Corporation or any Subsidiary) becomes  Beneficial Owner of twenty percent (20%) or more of the combined voting power of the  Surviving Corporation’s then outstanding voting securities as a result of such merger (49% if  such Person is Wynnefield Capital Inc. and its affiliates), consolidation or reorganization, a  transaction described in clauses (1) through (3) shall herein be referred to as a “Non-Control  Transaction”; or       (ii)  An agreement for the sale or other disposition of all or  substantially all of the assets of the Company, to any Person, other than a transfer to a  Subsidiary, in one transaction or a series of related transactions;        (iii) The stockholders of the Company approve any plan or proposal for  the liquidation or dissolution of the Company.      (d) Notwithstanding anything contained in this Agreement to the contrary, if  the Employee’s employment is terminated prior to a Change in Control and the Executive  reasonably demonstrates that such termination (i) was at the request of a third party who has  indicated an intention or taken steps reasonably calculated to effect a Change in Control (a  “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a Change in  Control, then for all purposes of this Agreement, the date of a Change in Control with respect to  the Executive shall mean the date immediately prior to the date of such termination of the  Executive’s employment.     1.4   Continuation Benefits. “Continuation Benefits” shall be the continuation of the  Benefits, as defined in Section 5.1, for the period commencing on the Termination Date and  terminating 18 months thereafter (the “Continuation Period”) at the Company’s expense on  behalf of the Executive and his dependents, by payment of Executive’s COBRA premiums or  otherwise; provided, however, that (a) any COBRA continuation benefit shall expire at an earlier  date as provided by COBRA or in order to ensure that such benefit is not deemed to be a  “discriminatory insured plan” as contemplated by the Public Health Service Act (as added by the  Patient Protection and Affordable Care Act); and (b) the level and availability of benefits  provided during the Continuation Period shall at all times be subject to the post-employment  conversion or portability provisions of the benefit plans.  The Company’s obligation hereunder  with respect to the foregoing benefits shall also be limited to the extent that if the Executive  obtains any such benefits pursuant to a subsequent employer’s benefit plans, the Company may  reduce the coverage of any benefits it is required to provide the Executive hereunder as long as  the aggregate coverage and benefits of the combined benefit plans is no less favorable to the  Executive than the coverage and benefits required to be provided hereunder. This definition of  Continuation Benefits shall not be interpreted so as to limit any benefits to which the Executive,  his dependents or beneficiaries may be entitled under any of the Company’s employee benefit  





 






    {N0412479  }    4  plans, programs or practices following the Executive’s termination of employment, including,  without limitation, retiree medical and life insurance benefits.     1.5  Disability.  “Disability” shall mean either (A) the Executive’s mental or physical  condition which renders the Executive eligible to receive disability benefits and is approved for  payment by the Company’s long-term disability plan then in effect or (B) a physical or mental  infirmity which impairs the Employee’s ability to substantially perform his duties with the  Company for a period of ninety (90) consecutive days and the Employee has not returned to his  full time employment prior to the Termination Date as stated in the “Notice of Termination” (as  defined below).     1.6   Good Reason. “Good Reason” shall mean without the written consent of the  Executive: (a) a material breach of any provision of this Agreement by the Company; (b) failure  by the Company to pay when due any compensation to the Executive; (c) a reduction in the  Executive’s total cash compensation payable hereunder as compared to the total cash  compensation paid to the Executive hereunder for the prior year period; excluding, however, for  the purposes of this provision, any compensation payable to Executive that is subject to, or based  on, Executive’s achievement of performance targets; (d) failure by the Company to maintain the  Executive in the positions referred to in Section 2.1 of this Agreement; (e) assignment to the  Executive of any duties materially and adversely inconsistent with the Executive’s positions,  authority, duties, responsibilities, powers, functions, reporting relationship or title or any other  action by the Company that results in a material diminution of such positions, authority, duties,  responsibilities, powers, functions, reporting relationship or title; or (f) within 180 days of the  date on which a Change of Control event is legally consummated, either of the following events  occurs without the written consent of the Executive: (A) the Executive ceases to serve as an  “executive officer” of the Company (as such term is defined by the Securities Exchange Act of  1934) or (B) any successor to the Company does not expressly assume all obligations of the  Company under this Agreement. Notwithstanding the foregoing, however, the Executive agrees  not to terminate his employment for Good Reason pursuant to this Section 1.6 unless (i) the  Executive has given the Company at least 30 days’ prior written notice of his intent to terminate  his employment for Good Reason, which notice shall specify the facts and circumstances  constituting Good Reason; and (ii) the Company has not remedied such facts and circumstances  constituting Good Reason to the reasonable and good faith satisfaction of the Executive within a  30-day period after receipt of such notice.    1.7   Notice of Termination.  A “Notice of Termination” shall mean a written notice  from the Company, or the Executive, of termination of the Executive’s employment which  indicates the provision in this Agreement relied upon, if any and which sets forth in reasonable  detail the facts and circumstances claimed to provide a basis for termination of the Executive’s  employment under the provision so indicated. A Notice of Termination served by the Company  shall specify the effective date of termination.     1.8   Pro Rata Bonus.  “Pro Rata Bonus” shall mean an amount equal to the maximum  bonus Executive had an opportunity to earn pursuant to Section 4.3 multiplied by a fraction, the  numerator of which shall be the number of days from the commencement of the fiscal year to the  





 






    {N0412479  }    5  Termination Date, and the denominator of which shall be the number of days in the fiscal year in  which Executive was terminated.    1.9   Severance Payment.  “Severance Payment” shall mean an amount equal to the  sum of 12 months of Executive’s Base Salary in effect on the Termination Date. The Severance  Payment shall be payable in equal installments on each of the Company’s regular pay dates for  executives during the twelve months commencing on the first regular executive pay date  following the Termination Date.  The Severance Payment is conditioned on the Executive  executing a termination agreement and release in a form reasonably acceptable to the Executive  and the Company.      1.10   Termination Date.  “Termination Date” shall mean (a) in the case of the  Executive’s death, his date of death; (b) in the case of Good Reason, 30 days from the date the  Notice of Termination is given to the Company, provided the Company has not remedied such  facts and circumstances constituting Good Reason to the reasonable and good faith satisfaction  of the Executive; (c) in the case of termination of employment on or after the Expiration Date,  the last day of employment; and (d) in all other cases, the date specified in the Notice of  Termination; provided, however, if the Executive’s employment is terminated by the Company  for any reason except Cause, the date specified in the Notice of Termination shall be at least 30  days from the date the Notice of Termination is given to the Executive, and provided further that  in the case of Disability, the Executive shall not have returned to the full-time performance of his  duties during such period of at least 30 days.    ARTICLE II  EMPLOYMENT    2.1 Subject to and upon the terms and conditions of this Agreement, the Company  hereby agrees to continue the employment of the Executive, and the Executive hereby agrees to  continue such employment, as President and Chief Executive Officer of the Company. The  Executive’s position includes acting as an officer and/or director of any of the Company’s  subsidiaries as determined by the Board of Directors. The Company shall nominate Executive,  and use its best efforts to have Executive elected to the Board of Directors of the Company (the  “Board”) throughout the term of this Agreement and if elected by the shareholders of the  Company, the Executive agrees to serve in this role. Unless otherwise determined by the Board,  the Executive agrees to resign from the Board upon the termination of employment for any  reason.    ARTICLE III  DUTIES    3.1 The Executive shall, during the term of his employment with the Company, and  subject to the direction and control of the Company’s Board of Directors, report directly to the  Board of Directors and shall exercise such authority, perform such executive duties and functions  and discharge such responsibilities as are reasonably associated with his executive position or as  may be reasonably assigned or delegated to him from time to time by the Company’s Board of  Directors, consistent with his position as President and Chief Executive Officer.  





 






    {N0412479  }    6    3.2 The Executive shall perform, in conjunction with the Company’s executive  management, to the best of his ability the following services and duties for the Company and its  subsidiary corporations (by way of example, and not by way of limitation):    (a) Those duties attendant to the position of Chief Executive Officer;    (b) Establish and implement current and long range objectives, plans, and  policies, subject to the approval of the Board of Directors;    (c) Financial planning including the development of, liaison with, financing  sources and investment bankers;    (d) Managerial oversight of the Company’s business;    (e) Shareholder relations;    (f) Compliance with local, state and federal regulations and laws governing  business operations;    (g) Business expansion of the Company including acquisitions, joint ventures,  and other opportunities; and    (h) Promotion of the relationships of the Company and its subsidiaries with  their respective employees, customers, suppliers and others in the business community.    3.3 The Executive agrees to devote full business time and his best efforts in the  performance of his duties for the Company and any subsidiary corporation of the Company.     3.4 Executive shall undertake regular travel to the Company’s executive and  operational offices, and such other occasional travel within or outside the United States as is or  may be reasonably necessary in the interests of the Company.  All such travel shall be at the sole  cost and expense of the Company and shall include reasonable lodging and food costs incurred  by Executive while traveling.    ARTICLE IV  COMPENSATION    4.1 During the term of this Agreement, Executive shall be compensated initially at the  rate of $675,000.00 per annum, commencing as of the Effective Date, subject to such increases,  if any, as determined by the Board, or if the Board so designates, the Management Resources and  Compensation Committee (the “Committee”), at the commencement of each of the Company’s  fiscal years during the term of this Agreement (the “Base Salary”). Provided that the Executive  achieves the annual performance targets determined by the Committee, then Executive’s Base  Salary during the second year of this Agreement shall be paid at the rate of not less than  





 






    {N0412479  }    7  $725,000.00 per annum and Executive’s Base Salary during the third year of this Agreement  shall be paid at the rate of not less than $750,000.00 per annum.    4.2 The Base Salary shall be paid to the Executive in accordance with the Company’s  regular executive payroll periods.    4.3 Executive may receive a bonus (the “Bonus”) in accordance with the following  parameters:      (a) Executive will have an opportunity to earn a cash Bonus with a target  payout of 100% of Executive’s Base Salary for each fiscal year of employment. The Bonus will  be based on performance targets and other key objectives established by the Committee (the  “Target”) at the commencement of each fiscal year. The payout of the Bonus will be determined  by the Committee and based on the achievement of the Targets.     (b) Targeted bonus will be reduced or increased by 2% of Executive’s Base  Salary (corresponding to the fiscal year for the Bonus opportunity) for every 1% of variance  between the actual results and the targets.    (c) No Bonus will be awarded if results are less than 85% of target and no  Bonus payment shall be in excess of 150% of Executive’s Base Salary (corresponding to the  fiscal year for the Bonus opportunity).    4.4 The Company shall deduct from Executive’s compensation all federal, state, and  local taxes which it may now or hereafter be required to deduct.    4.5 Executive may receive such other additional compensation as may be determined  from time to time by the Board of Directors or Committee including bonuses and other long term  compensation plans. Nothing herein shall be deemed or construed to require the Board of  Directors or Committee to award any bonus or additional compensation.    4.6 Notwithstanding any other provisions in this Agreement to the contrary, the  Executive acknowledges that any incentive-based compensation, or any other compensation,  paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement  with the Company shall be subject to recoupment or clawback under applicable law, government  regulation, or stock exchange listing requirement, including without limitation, the Dodd-Frank  Wall Street Reform and Consumer Protection Act and such regulations as may be promulgated  thereunder by the Securities and Exchange Commission. Executive’s compensation will be  subject to such deductions and clawback (recovery) as may be required to be made pursuant to  applicable law, government regulation, stock exchange listing requirement or any policy of the  Company adopted pursuant to any such law, government regulation, or stock exchange listing  requirement. This section shall survive the termination of this Agreement for such minimum  period of time as is required by applicable law or regulation.     ARTICLE V  BENEFITS  





 






    {N0412479  }    8    5.1 During the term hereof, the Company shall provide Executive with the following  benefits (the “Benefits”): (a) group health care and insurance benefits as generally made  available to the Company’s senior management; and (b) such other insurance benefits obtained  by the Company and made generally available to the Company’s senior management.  The  Company shall reimburse Executive, upon presentation of appropriate vouchers, for all  reasonable business expenses incurred by Executive on behalf of the Company upon presentation  of suitable documentation.    5.2 In the event the Company wishes to obtain “Key Person” life insurance on the life  of Executive, Executive agrees to cooperate with the Company in completing any applications  necessary to obtain such insurance and promptly submit to such physical examinations and  furnish such information as any proposed insurance carrier may request.    5.3 For the term of this Agreement, Executive shall be entitled to paid time off  (“PTO”) in accordance with the Company’s PTO policy for senior executives as in effect on the  Effective Date or as amended during the term of this Agreement with the prior consent of the  Committee.    ARTICLE VI  NON-DISCLOSURE    6.1 The Executive shall not, at any time during or after the termination of his  employment hereunder, except when acting on behalf of and with the authorization of the  Company, make use of or disclose to any person, corporation, or other entity, for any purpose  whatsoever, any trade secret or other confidential information concerning the Company’s  business, finances, marketing,  accounting, personnel and/or staffing business of the Company  and its subsidiaries, including information relating to any customer of the Company or pool of  temporary or permanent employees, governmental customer or any other nonpublic business  information of the Company and/or its subsidiaries learned as a consequence of Executive’s  employment with the Company (collectively referred to as the “Proprietary Information”).  For  the purposes of this Agreement, trade secrets and confidential information shall mean  information disclosed to the Executive or known by him as a consequence of her employment by  the Company, whether or not pursuant to this Agreement, and not generally known in the  industry.  The Executive acknowledges that Proprietary Information, trade secrets and other  items of confidential information, as they may exist from time to time, are valuable and unique  assets of the Company, and that disclosure of any such information would cause substantial  injury to the Company. Trade secrets and confidential information shall cease to be trade secrets  or confidential information, as applicable, at such time as such information becomes public other  than through disclosure, directly or indirectly, by Executive in violation of this Agreement.    6.2 If Executive is requested or required (by oral questions, interrogatories, requests  for information or document subpoenas, civil investigative demands, or similar process) to  disclose any Proprietary Information, Executive shall, unless prohibited by law, promptly notify  the Company of such request(s) so that the Company may seek an appropriate protective order.   Notwithstanding the foregoing, Executive understands that nothing contained in this Agreement  





 






    {N0412479  }    9  limits Executive’s ability from reporting possible violations of federal law or regulation to any  federal, state or local governmental agency or entity, including but not limited to the Department  of Justice, the Securities and Exchange Commission, or any agency Inspector General  (“Government Agencies”), or making other disclosures that are protected under the  whistleblower provisions of federal law or regulation. Executive further understands that this  Agreement does not limit Executive’s ability to communicate with any Government Agencies or  otherwise participate in any investigation or proceeding that may be conducted by any  Government Agency, including providing documents or other information, without notice to the  Company. This Agreement does not limit Executive’s right to receive an award for information  provided to any Government Agencies.    6.3 Except as otherwise may be agreed by the Company in writing, in consideration  of the employment of Executive by the Company, and free of any additional obligations of the  Company to make additional payment to Executive, Executive hereby agrees to irrevocably  assign to the Company any and all of Executive’s rights (including patent rights, copyrights,  trade secret rights and other rights, throughout the world), title and interest in and to all  inventions, software, manuscripts, documentation, improvements or other intellectual property  whether or not protectable by any state or federal laws relating to the protection of intellectual  property, relating to the present or future business of the Company that are developed by  Executive  during the term of his/her employment with the Company, either alone or jointly with  others, and whether or not developed during normal business hours or arising within the scope of  his/her duties of employment. Executive agrees that all such inventions, software, manuscripts,  documentation, improvement or other intellectual property shall be and remain the sole and  exclusive property of the Company and shall be deemed the product of work for hire.  Executive  hereby agrees to execute such assignments and other documents as the Company may consider  appropriate to vest all right, title and interest therein to the Company and hereby appoints the  Company as Executive’s attorney-in-fact with full powers to execute such document itself in the  event Executive fails or is unable to provide the Company with such signed documents.   Executive shall also assign to, or as directed by, the Company, all of his right, title and interest in  and to any and all inventions and other intellectual property, the full title to which is required to  be in the United States government of any of its agencies. The Company shall have all right, title  and interest in all research and work product produced by Executive as an employee of the  Company, including, but not limited to, all research materials. Notwithstanding the foregoing,  this provision does not apply to an invention for which no equipment, supplies, facility, or trade  secret information of the Company was used and which was developed entirely on Executive’s  own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the  Company’s actual or demonstrably anticipated research or development, or (b) the invention  results from any work performed by Executive for the Company.      ARTICLE VII  RESTRICTIVE COVENANT    7.1 During the term of Employment with the Company, and for a period of one (1)  year following termination of employment for any reason, Executive agrees that he will not,  directly or indirectly, enter into or become associated with or engage in any “Competitive  Business” (whether as a partner, officer, director, shareholder, employee, consultant, or  





 






    {N0412479  }    10  otherwise), which for the purpose of this Agreement, means a company, business or organization  engaged in the same or similar business as the Company in direct competition with the Company  during the term of this Agreement or as of the Termination Date, or which the Company was in  the process of developing as of the Termination Date, which, for purposes of clarification,  includes without limitation, the provision of any program, product, or service that is competitive  with programs, products, or services offered by the Company during the term of this Agreement  and/or that was the subject of any capture effort, bid, offer or proposal activity by the Company  in which the Grantee was personally and substantially involved. Notwithstanding the foregoing,  the ownership by Employee of less than five percent of the shares of any publicly held  corporation shall not violate the provisions of this Article VII.      7.2 In furtherance of, and in addition to, Section 7.1, during the period of non- competition specified in Section 7.1 (the “Restricted Period”), Executive shall not during the  Restricted Period, directly or indirectly, whether as a principal, agent, employee, independent  contractor, employer, partner or shareholder, in connection with or related to any Competitive  Business, solicit (a) any actual customers, partners or contracts addressed by the Company  during the tenure of Executive’s employment or (b) any customers, partners or contracts that  were within the Company’s business development pipeline within the twelve month period  ending on the effective date of the termination of employment. In addition, Executive will not  during the Restricted Period, either directly or indirectly, whether as a principal, agent,  employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to  solicit or hire, or participate in any attempt to solicit or hire, any person who is employed by the  Company or retained as a consultant by the Company (or who was employed or retained by the  Company within 12 months of the Termination Date or who was being actively recruited by the  Company) to: (A) terminate his employment or engagement with the Company; (B) accept  employment or engagement with anyone other than the Company, or (C) in any manner interfere  with the business of the Company.     7.3 Executive hereby acknowledges that the covenants and agreements contained in  Article VI and Article VII of this Agreement (the “Restrictive Covenants”) are reasonable and  valid in all respects and that the Company is entering into this Agreement, inter alia, on such  acknowledgement. If Executive breaches, or threatens to commit a breach, of any of the  Restrictive Covenants, the Company shall have the following rights and remedies, each of which  rights and remedies shall be independent of the other and severally enforceable, and all of which  rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies  available to the Company under law or in equity: (a) the right and remedy to have the Restrictive  Covenants specifically enforced by any court having competent jurisdiction, it being  acknowledged and agreed that any such breach or threatened breach may cause irreparable injury  to the Company and that money damages may not provide an adequate remedy to the Company;  (b) the right and remedy to require Executive to account for and pay over to the Company such  damages as are recoverable at law as the result of any transactions constituting a breach of any of  the Restrictive Covenants; (c) if any court determines that any of the Restrictive Covenants, or  any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not  thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if  the court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable  because of the duration of such provision or the area covered thereby, such court shall have the  





 






    {N0412479  }    11  power to reduce the duration or area of such provision and, in its reduced form, such provision  shall then be enforceable and shall be enforced.      ARTICLE VIII  TERM    8.1 This Agreement shall be for a term (the “Initial Term”) commencing on the  Effective Date as set forth above and terminating on September 30, 2025 (the “Expiration  Date”), unless sooner terminated upon the death of the Executive, or as otherwise provided  herein.    8.2 Unless this Agreement is earlier terminated pursuant to the terms hereof, the  Company agrees to notify Executive in writing of the Company’s intention to continue  Executive’s employment after the Expiration Date no less than ninety (90) days prior to the  Expiration Date. In the event the Company either (a) fails to notify the Executive in accordance  with this Section 8.2, (b) notifies Executive that it does not intend to continue the Executive’s  employment after the Expiration Date, or (c) after notifying the Executive pursuant to Section  8.2, fails to reach an agreement on a new employment agreement prior to the Expiration Date,  then upon termination of the Executive’s employment on or after the Expiration Date for any  reason except Cause, the Company shall pay Executive the Severance Payment, Accrued  Compensation and the Continuation Benefits.    ARTICLE IX  TERMINATION    9.1 The Company may terminate this Agreement by giving a Notice of Termination  to the Executive in accordance with this Agreement:      (a) for Cause;  (b) without Cause; or  (c) for Disability.    9.2 Executive may terminate this Agreement by giving a Notice of Termination to the  Company in accordance with this Agreement, at any time, with or without Good Reason.    9.3 If the Executive’s employment with the Company shall be terminated, the  Company shall pay and/or provide to the Executive the following compensation and benefits in  lieu of any other compensation or benefits arising under this Agreement or otherwise:    (a) if the Executive was terminated by the Company for Cause, or the  Executive terminates without Good Reason: the Accrued Compensation;    (b) if the Executive was terminated by the Company for Disability: (i) the  Continuation Benefits; (ii) the Accrued Compensation; (iii) the Severance Payment; and (iv) the  Pro-Rata Bonus;     





 






    {N0412479  }    12  (c) if termination was due to the Executive’s death: (i) the Accrued  Compensation; (ii) the Continuation Benefits; and (iii) the Pro Rata Bonus; or    (d) if the Executive was terminated by the Company without Cause, or the  Executive terminates this Agreement for Good Reason: (i) the Accrued Compensation; (ii) an  amount equal to two times the Severance Payment; and (iii) the Continuation Benefits.     9.4 The amounts payable under this Section 9, shall be paid as follows:    (a) Accrued Compensation shall be paid within five (5) business days after  the Executive’s Termination Date (or earlier, if required by applicable law).    (b) If the Continuation Benefits are paid in cash, the payments shall be made  on the first day of each month during the Continuation Period (or earlier, if required by  applicable law).    (c) The Severance Payment shall be payable in equal installments on each of  the Company’s regular pay dates for executives (or earlier, if required by applicable law) during  the twelve-month period for which Executive is entitled to the Severance Payment, commencing  on the first regular executive pay date following the Termination Date.       Notwithstanding the foregoing, however, if Executive’s termination, giving rise to a right to  Severance Payment and Continuation Benefits, occurs after March 15th of a given year, the  payments of the Severance Payment and any payments for Continuation Benefits shall be  accelerated to complete payment before March 15th of the year following termination if  necessary to comply with the short term deferral exception under Section 409A of the Code to  conform with the intent of Section 12.1 of this Agreement. The parties agree that if any such  provision is subject to more than one interpretation or construction, such ambiguity shall be  resolved in favor of that interpretation or construction which is consistent with such  provisions not being subject to the provisions of Section 409A.     9.5 Notwithstanding the foregoing, the payment of any and all compensation due  hereunder, except Accrued Compensation and Executive’s right to exercise any vested employee  Stock Options after the Termination Date, is expressly conditioned on (i) in the event Employee  is a member of the Board of Directors on the Termination Date, Executive’s resignation from the  Board of Directors of the Company and with any Subsidiary of the Company, within five (5)  business days of notice by the Company requesting such resignation, (ii) Executive’s execution  (and not revoking) a general release and waiver of claims against the Company in a form  reasonably acceptable to the Executive and the Company, and (iii) full and continued compliance  by Executive with the covenants and obligations described in Article VI and Article VII of this  Agreement.    9.6 The Executive shall not be required to mitigate the amount of any payment  provided for in this Agreement by seeking other employment or otherwise and no such payment  shall be offset or reduced by the amount of any compensation or benefits provided to the  Executive in any subsequent employment except as provided in Section 1.4.  





 






    {N0412479  }    13    ARTICLE X  EQUITY AND LONG-TERM INCENTIVE AWARDS    10.1 During the term of this Agreement, Executive shall be eligible to receive equity or  performance awards, subject to the approval of the Committee, payable in shares, cash or other  property pursuant to any long-term incentive compensation plan adopted by the Committee or  the Board. Equity awards shall be granted under the Company’s 2016 Omnibus Equity Incentive  Plan, as amended, or such other equity compensation plan as may be adopted by the Company.  The actual grant date value of any such awards shall be determined in the discretion of the  Committee or Board and any such awards shall include such vesting conditions and other terms  and conditions as determined by the Committee or the Board. Notwithstanding the foregoing,  however, the target values of the such award opportunities will not be less than (i) two hundred  percent (200%) of the annual Base Salary as of the grant date for the first incentive award which  may be granted to Executive during the first year of this Agreement; (ii) two hundred and  twenty-five percent (225%) of the annual Base Salary as of the grant date for the second  incentive award which may be granted to Executive during the second year of this Agreement,  and (iii) two hundred and fifty percent (250%) of the annual Base Salary as of the grant date for  the third incentive award which may be granted to Executive during the third year of this  Agreement. It is the intention of the Committee that such grants will consist 50% of  performance-based restricted stock units and 50% of time-based restricted stock units and have  initial vesting periods of not less than three years.       10.2 In the event that either (i) Executive’s employment is terminated due to his  Disability or death or (ii) within one hundred and eighty (180) days of a Change in Control,  either the Executive’s employment is terminated by the Company without Cause or the  Executive terminates this Agreement and resigns employment for Good Reason, then    (a) following the Executive’s date of termination and subject to the conditions  of Section 9.5, each unexpired option presently outstanding and held by Executive, and unless  expressly determined otherwise by the Management Resources and Compensation Committee,  each unexpired option to purchase shares of Common Stock of the Company granted to  Executive after the date hereof, shall immediately vest and be exercisable in full and the exercise  period in which Executive may exercise all such options shall be extended to the duration of their  original term, and the terms of all such options shall be deemed amended to take into account the  foregoing provisions; and     (b) unless expressly determined otherwise by the Management Resources and  Compensation Committee, subject to the conditions of Section 9.5, each other unexpired equity  compensation award, including restricted stock or stock unit awards held by the Executive shall  be deemed to be fully vested and free from repurchase and forfeiture provisions, and, to the  extent applicable, will no longer be subject to a right of repurchase by or forfeiture to the  Company; provided that the vesting will not accelerate the distribution of shares underlying  equity awards if such acceleration of distribution would trigger taxation under Section 409A of  the Code.    





 






    {N0412479  }    14  10.3 In the event Executive’s employment was terminated by the Company without  Cause or the Executive terminates this Agreement and resigns employment for Good Reason,  and such termination is not within the one-hundred eighty (180) day period of a Change in  Control, then,     (a) following the Executive’s date of termination and subject to the conditions  of Section 9.5, each unexpired option presently outstanding and held by Executive that is subject  only to time-based vesting conditions, each unexpired option to purchase shares of Common  Stock of the Company granted to Executive after the date hereof that is subject only to time- based vesting conditions, shall immediately vest and be exercisable in full and the exercise  period in which Executive may exercise all such options shall be extended to the duration of their  original term, and the terms of all such options shall be deemed amended to take into account the  foregoing provisions; and     (b) subject to the conditions of Section 9.5, each other unexpired equity  compensation award that is subject only to time-based vesting conditions, including restricted  stock or stock unit awards held by the Executive, shall be deemed to be fully vested and free  from repurchase and forfeiture provisions, and, to the extent applicable, will no longer be subject  to a right of repurchase by or forfeiture to the Company; provided that the vesting will not  accelerate the distribution of shares underlying equity awards if such acceleration of distribution  would trigger taxation under Section 409A of the Code.     ARTICLE XI  EXTRAORDINARY TRANSACTIONS    11.1 The Company’s Board of Directors has determined that it is appropriate to  reinforce and encourage the continued attention and dedication of members of the Company's  management, including the Executive, to their assigned duties without distraction in potentially  disturbing circumstances arising from the possibility of a change in control of the Company.    11.2 In the event that within one hundred and eighty (180) days of a Change of  Control, Executive is terminated without Cause, or Executive terminates his employment for  Good Reason, then, subject to the conditions of Section 9.5, the Company shall pay and/or  provide to the Executive, in addition to the provisions of Section 10.2, above, the following  compensation and benefits, in lieu of any other payments due hereunder: (i) the Accrued  Compensation; (ii) the Continuation Benefits; and (iii) a lump sum payment within ten (10) days  of the Termination Date equal to 250% of the Executive’s Base Salary in effect on the effective  date of the Change of Control.    11.3 Notwithstanding the foregoing, if the payment under this Article XI, either alone  or together with other payments which the Executive has the right to receive from the Company,  would constitute an “excess parachute payment” as defined in Section 280G of the Internal  Revenue Code of 1986, as amended (the “Code”), the aggregate of such credits or payments  under this Agreement and other agreements shall be reduced to the largest amount as will result  in no portion of such aggregate payments being subject to the excise tax imposed by Section  4999 of the Code. The priority of the reduction of excess parachute payments shall be in the  





 






    {N0412479  }    15  discretion of the Executive. The Company shall give notice to the Executive as soon as  practicable after its determination that Change of Control payments and benefits are subject to  the excise tax, but no later than ten (10) days in advance of the due date of such Change of  Control payments and benefits, specifying the proposed date of payment and the Change of  Control benefits and payments subject to the excise tax. Executive shall exercise his option under  this Section 11.3 by written notice to the Company within five (5) days in advance of the due  date of the Change of Control payments and benefits specifying the priority of reduction of the  excess parachute payments.     ARTICLE XII  SECTION 409A COMPLIANCE    12.1 To the extent applicable, it is intended that any amounts payable under this  Agreement shall either be exempt from Section 409A of the Code or shall comply with  Section 409A (including Treasury regulations and other published guidance related thereto) so as  not to subject Executive to payment of any additional tax, penalty or interest imposed under  Section 409A of the Code. The provisions of this Agreement shall be construed and interpreted  to the maximum extent permitted to avoid the imputation of any such additional tax, penalty or  interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible)  the intended benefit payable to Executive. Notwithstanding the foregoing, the Company makes  no representations regarding the tax treatment of any payments hereunder, and the Executive  shall be responsible for any and all applicable taxes, other than the Company’s share of  employment taxes on the severance payments provided by the Agreement. Executive  acknowledges that Executive has been advised to obtain independent legal, tax or other counsel  in connection with Section 409A of the Code.     12.2 Notwithstanding any provisions of this Agreement to the contrary, if Executive is  a “specified employee” (within the meaning of Section 409A of the Code and the regulations  adopted thereunder) at the time of Executive’s separation from service and if any portion of the  payments or benefits to be received by Executive upon separation from service would be  considered deferred compensation under Section 409A of the Code and the regulations adopted  thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable  pursuant to this Agreement during the six-month period immediately following Executive’s  separation from service that constitute Nonqualified Deferred Compensation and benefits that  would otherwise be provided pursuant to this Agreement during the six-month period  immediately following Executive’s separation from service that constitute Nonqualified Deferred  Compensation will instead be paid or made available on the earlier of (i) the first business day of  the seventh month following the date of Executive’s separation from service and (ii) Executive’s  death. Notwithstanding anything in this Agreement to the contrary, distributions upon  termination of Executive’s employment shall be interpreted to mean Executive’s “separation  from service” with the Company (as determined in accordance with Section 409A of the Code  and the regulations adopted thereunder).  Each payment under this Agreement shall be regarded  as a “separate payment” and not of a series of payments for purposes of Section 409A of the  Code.    12.3 Except as otherwise specifically provided in this Agreement, if any reimbursement  





 






    {N0412479  }    16  to which the Executive is entitled under this Agreement would constitute deferred compensation  subject to Section 409A of the Code, the following additional rules shall apply: (i) the  reimbursable expense must have been incurred, except as otherwise expressly provided in this  Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for  reimbursement during any taxable year will not affect the amount of expenses eligible for  reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as  practicable after Executive’s  submission of such expenses in accordance with the Company’s  policy, but in no event later than the last day of Executive’s taxable year following the taxable  year in which the expense was incurred; and (iv) the Executive’s entitlement to reimbursement  shall not be subject to liquidation or exchange for another benefit.    ARTICLE XIII  ARBITRATION AND INDEMNIFICATION     13.1 Any controversy, dispute or claim arising out of or relating to this Agreement or  breach thereof, with the sole exception of any claim, breach, or violation arising under Articles  VI or VII hereof, shall be shall first be settled through good faith negotiation. If the dispute  cannot be settled through negotiation, the parties agree to attempt in good faith to settle the  dispute by mediation administered by JAMS. If the parties are unsuccessful at resolving the  dispute through mediation, the parties agree to final and binding arbitration before a single  arbitrator in the State of Georgia in accordance with the Rules of the American Arbitration  Association (the “Association”).  The arbitrator shall be selected by the mutual agreement of the  Company and the Executive; provided, if the Company and Executive do not agree on the  appointment of an arbitrator within fifteen calendar days from the date either party seeks to  commence arbitration, the parties agree to the appointment of an Arbitrator by the Association in  accordance with its Commercial Rules.  Any judgment upon any arbitration award may be  entered in any court, federal or state, having competent jurisdiction of the parties.    13.2 The Company hereby agrees to indemnify, defend, and hold harmless the  Executive for any and all claims arising from or related to his employment by the Company at  any time asserted, at any place asserted, to the fullest extent permitted by law, except for claims  based on Executive’s fraud, deceit or willfulness.  The Company shall maintain such insurance  as is necessary and reasonable to protect the Executive from any and all claims arising from or in  connection with his employment by the Company during the term of Executive’s employment  with the Company and for a period of six (6) years after the date of termination of employment  for any reason. The provisions of this Section 13.2 are in addition to and not in lieu of any  indemnification, defense or other benefit to which Executive may be entitled by statute,  regulation, common law or otherwise.    ARTICLE XIV  SEVERABILITY    14.1 If any provision of this Agreement shall be held invalid and unenforceable, the  remainder of this Agreement shall remain in full force and effect.  If any provision is held invalid  or unenforceable with respect to particular circumstances, it shall remain in full force and effect  in all other circumstances.  





 






    {N0412479  }    17    ARTICLE XV  NOTICE    15.1 For the purposes of this Agreement, notices and all other communications  provided for in the Agreement shall be in writing and shall be deemed to have been duly given  when (a) personally delivered or (b) sent by (i) a nationally recognized overnight courier service  or (ii) certified mail, return receipt requested, postage prepaid and in each case addressed to the  respective addresses as set forth below or to any such other address as the party to receive the  notice shall advise by due notice given in accordance with this paragraph. All notices and  communications shall be deemed to have been received on (A) if delivered by personal service,  the date of delivery thereof; (B) if delivered by a nationally recognized overnight courier service,  on the first business day following deposit with such courier service; or (C) on the third business  day after the mailing thereof via certified mail.  Notwithstanding the foregoing, any notice of  change of address shall be effective only upon receipt.     The current addresses of the parties are as follows:    IF TO THE COMPANY: DLH Holdings Corp.    3565 Piedmont Road, N.E.  Building 3, Suite 700    Atlanta, GA  30305  Attention: Chairman of the Board     WITH A COPY TO:  Victor J. DiGioia      Becker & Poliakoff, LLP      45 Broadway, 17th Floor      New York, NY 10006         IF TO THE EXECUTIVE: Zachary C. Parker  904 Lenox Blvd., NE      Atlanta, GA 30324    WITH A COPY TO:      Robert E. Rigrish, Esq.      Bodker Ramsey Andrews Winograd      & Wildstein, P.C.      3490 Piedmont Ave. N.E., Suite 1400      Atlanta, GA 30305    ARTICLE XVI  BENEFIT    16.1 This Agreement shall inure to, and shall be binding upon, the parties hereto, the  successors and assigns of the Company, and the heirs and personal representatives of the  





 






    {N0412479  }    18  Executive. The respective rights and obligations of the parties hereunder shall survive any termination of  this Agreement to the extent necessary to the intended preservation of such rights and obligations.    ARTICLE XVII  AMENDMENTS AND WAIVERS    17.1 No supplement, modification, amendment or waiver of the terms of this  Agreement shall be binding on the parties hereto unless executed in writing by the parties to this  Agreement. No waiver of any of the provisions of this Agreement shall be deemed to or shall  constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver  constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon  strict compliance with any of the terms and conditions of this Agreement shall not be deemed a  waiver of any such terms or conditions and the waiver by either party of any breach or violation  of any provision of this Agreement shall not operate or be construed as a waiver of any  subsequent breach of construction and validity.      ARTICLE XVIII  GOVERNING LAW    18.1 This Agreement has been negotiated and executed in the State of Georgia which  shall govern its construction and validity.    ARTICLE XIX  JURISDICTION    19.1 Any or all actions or proceedings which may be brought by the Company or  Executive under this Agreement shall be brought in courts having a situs within the State of  Georgia, and Executive and the Company each hereby consent to the jurisdiction of any local,  state, or federal court located within the State of Georgia.    ARTICLE XX  ENTIRE AGREEMENT    20.1 This Agreement sets forth the entire agreement between the parties and  supersedes all prior agreements, letters and understandings between the parties, whether oral or  written, prior to the date of execution of this Agreement, except for the terms of employee stock  option plans, restricted stock grants and option certificates (unless otherwise expressly stated  herein).    ARTICLE XXI  INTERPRETATION AND INDEPENDENT REPRESENTATION    21.1 The parties agree that they have both had the opportunity to review and negotiate  this Agreement, and that any inconsistency or dispute related to the interpretation of any of the  provisions of this Agreement shall not be construed against either party. The headings used in  this Agreement are for convenience only and are not to be considered in construing or  





 






    {N0412479  }    19  interpreting this Agreement. The Executive has been advised and had the opportunity to consult  with an attorney or other advisor prior to executing this agreement. The Executive understands,  confirms and agrees that counsel to the Company (Becker & Poliakoff LLP) has not acted and is  not acting as counsel to the Executive and that Executive has not relied upon any legal advice  except as provided by its own counsel.       ARTICLE XXII  EXECUTION    22.1 This Agreement may be executed in two or more counterparts, all of which when  taken together shall be considered one and the same agreement and shall become effective when  counterparts have been signed by each party and delivered to the other party, it being understood  that both parties need not sign the same counterpart. In the event that any signature is delivered  by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall  create a valid and binding obligation of the party executing (or on whose behalf such signature is  executed) with the same force and effect as if such facsimile or “.pdf” signature page was an  original thereof.          Remainder of page intentionally left blank; signature page follows.       





 






    {N0412479  }    20  IN WITNESS WHEREOF, the parties hereto have executed this Agreement and affixed  their hands and seals the day and year first above written.    DLH HOLDINGS CORP.      By: _/s/ Frances M. Murphy____________  Dr. Frances M. Murphy,  Chairperson of the Management Resources and  Compensation Committee of the Board of Directors      EXECUTIVE      ___/s/ Zachary C. Parker_______________  Zachary C. Parker,  Executive