Exhibit


EXHIBIT 10.8










EMPLOYMENT AND CONFIDENTIALITY AGREEMENT




This Agreement is entered into between CIBER, Inc., ("Company") and Sean Radcliffe ("Executive") as of this 10th day of June, 2013.


In consideration of the mutual covenants and conditions contained in this Agreement, the parties agree as follows:


1.      Obligations of Executive.  Company employs the Executive to serve and perform such duties as assigned by Company, in any manner, time and place Company directs.  In the performance of Executive's duties, Executive will exercise sound discretion and independent judgment. Executive agrees (1) to adhere to applicable Company policies, procedures and requirements in performing the assigned work and (2) to exert Executive's best  efforts  and  to perform in a professional  manner  at  all  times  while  performing  Executive's  duties  and  in working with Company Clients.  Executive will not perform services for others during the hours that Executive is performing services for the Company.  Executive  will  not perform  services  for any other Company without obtaining the advance  written  consent  of  the  Company,  which consent may be withheld by the Company as determined is  its  discretion  where  such  services would create a conflict of interest with the  services  performed  under  this  Agreement,  interfere with Executive's responsibilities to the Company, and/or would be likely to cause Executive  to  breach  his/her  obligations  under this Agreement.


2.    Employment at Will. Executive is and will remain  an  employee  at  will,  meaning  that either Executive or Company may terminate this Agreement and the  employment  relationship  at any time with or without cause or reason, with  or without  prior  notice  or warning,  and  without any obligation of severance or other  payments.  The terms and conditions of this Agreement do not create an employment contract for a definite or an implied term. Any cause for discharge mentioned in this Agreement or in any document maintained by Company  (including,  but  not limited to, employment manuals or recruiting materials) shall not  in  any  way  limit  Company's right to  discharge Executive  or alter  Executive's  at will status.


3.    Compensation and Benefits.  During  employment  with  the  Company,  Executive  shall  be entitled to the following compensation  and   benefits:


3.1    Company agrees to pay to the Executive a base salary of $275,000 per annum. The Company may review and adjust Executive's salary upwards or downwards, from time to time, in its discretion. Any change in compensation shall not effect a change in this Agreement in any other respect unless set forth in an amendment hereto.


3.2    Executive is eligible to participate in the Company's benefit and compensation plans available to employees of Company in the employment category Executive is classified in.  All such benefit plans may be amended, replaced, or discontinued from time to time in the sole discretion of Company.




3.3    Company will reimburse Executive, in accordance with Company policy as may be applicable and revised by the Company from time to time, for all reasonable and necessary business expenses incurred in carrying out Executive's duties under this Agreement, including approved travel and entertainment expenses. Executive must present to Company, not  less  frequently than  monthly,  an  itemized  account of expenses  in a method  designated  by Company.


3.4    All compensation and benefits to Executive shall be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. Company may withhold amounts due it from amounts due under this Agreement to Executive.

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4.    Trade Secrets and Confidential Information.


4.1    Executive  acknowledges  that  confidential,  proprietary  and  trade  secret information and materials regarding Company and its Clients  may  be  disclosed  to  Executive  solely for the purpose of assisting Executive in  performing  Executive's  duties  under  this Agreement. Such information and materials are and remain the property of Company and its Clients respectively. As used in this Agreement, "Confidential Information" including without limitation all information belonging to  Company  or  its  Clients  relating  to  their  respective services and products, customers, identities of prospective  customer  and  information  such customers that is not generally known to the public, business plans, methods, strategies  and  practices, internal operations, pricing and billing, financial data, cost, personnel information (including without limitation names, educational background, prior experience and availability), customer and supplier contacts and needs, sales  lists, technology,  software,  computer  programs, other documentation, computer systems, inventions, developments, and all other information that might  reasonably  be  deemed  confidential.  Confidential Information does not include information that is in the public domain through no wrongful act on the part of Executive. "Trade Secrets" means the whole or any portion of  any  scientific  or  technical  info1mation,  design,  process, procedure, formula,  improvement,  confidential  business  or financial  information,  listing or names, addresses, or telephone numbers, other  information  relating  to  any  business  or profession that is secret and of value, or any  other  information  that  qualifies  as  a trade  secret under applicable law. Executive acknowledges that Executive may use such confidential information and materials only during Executive's employment with the Company and solely on behalf of and in the best interests of Company.  Executive's right to use such information expires on Executive's discharge or resignation.  Except  as specifically  authorized  in writing  in advance  by all owners of information and materials, Executive agrees not to use Trade Secrets and Confidential Information for Executive's own benefit or for the benefit of any other person,  or  divulge to any person for any  reason,  any such  information  and  materials  related  to the  business of Company, any of its Clients, or their  customers,  clients and  affiliates, both  at any  time during  the term of this Agreement and at any time after its termination. Executive agrees to take all reasonable actions, including those requested by Company or Client, to prevent disclosure and preserve the security of confidential information and materials. Executive further agrees  not  to directly or indirectly disclose Executive's wage rate and terms to any person outside  of  the  Company, including to the client or any competitor  of  Company,  either  during  or  after  Executive's  employment  with  the Company.


4.2    This Agreement shall not prohibit  Executive  from complying  with  any subpoena  or court order, provided that Executive shall at the earliest practicable date provide a copy of the subpoena or court order to Company's General Counsel, it being the parties' intention to give Company a fair opportunity to take appropriate steps to prevent  the  unnecessary  and/or  improper use or disclosure of Trade  Secrets  and/or  Confidential  Information,  as determined  by  Company  in its sole discretion.


4.3    Executive warrants and represents that Executive  is not a party to  any agreement  that limits Executive's right or ability to perform services for Company, and that  Executive  otherwise is free to  assume  the  duties  with  Company  contemplated  by  this  Agreement. Executive shall not,  during Executive's  employment  with  Company,  improperly  use  or disclose  to Company or any Company employee, agent or contractor any proprietary information or trade secret belonging to any former employer of Executive or any other person or entity to which Executive  owes a duty of  nondisclosure.


5.    Works for Hire. Executive agrees that during  or  after  employment  Executive  will  promptly inform and in writing disclose to Company all copyrighted materials or  programs,  programs or materials subject to being copyrighted, inventions, designs, improvements and discoveries (the "Works"), if any, which Executive has or may have made during Executive's employment that pertain or relate to the business of Company or Client or to any research or experimental or developmental work carried on  by  Company  or  Client  or which  result  from  or are suggested by any work performed by Executive  on behalf  of Company  or any of  its Clients.  All of such Works shall be works made for hire. Disclosure shall be made whether or not the Works are conceived by the Executive alone or with others and whether or not conceived during regular working hours. All such Works are the exclusive property of the Company or the Client unless otherwise directed by Company in writing.  At  the  Company's  or  

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Client's  sole  expense, the Executive shall assist in obtaining patents  or copyrights on all  such Works  deemed patentable  or subject to copyright by Company or Client and shall assign all of Executive's right, title  and interest, if any, in and to such Works and execute all documents and do all things  necessary  to  obtain letters, patent or vest  Company  or Client with  full  and  exclusive title thereto,  and protect the same against infringement by others. Executive  will  not  be  entitled  to  additional  compensation  for any  Works  made  during the  course of Executive's employment.


Notwithstanding the above, Executive is not required to assign to  Company  any  invention  for which no equipment, supplies, facility, or trade secret information of Company or its Clients was used and that was developed entirely on Executive's own time, and (a) does not relate  to the  business of Company or its Clients, (b) does not relate to any actual or demonstrably anticipated research or development Company or its Clients, or (c) does not  result  from  any work performed by you for Company or its  Clients.


6.    Protection of Company's Business.


6.1    No Solicitation of Employees. During employment with the Company  and for one year thereafter, whether the termination of employment was voluntary or involuntary, Executive will not: (a) induce, entice, hire or attempt to hire or employ any employee of the Company or employee of a Company subcontractor  on behalf  of any individual  or entity  whoprovides the same or similar services, processes or products as the  Company,  (b)  induce  or  attempt to induce any employee employed with the Company to leave the employ or cease doing business with the  Company,  or (c) knowingly  assist  or encourage  any other  individual  or entity in doing any of the above-proscribed acts, within one (1) year of the termination  of  the  employment or engagement of such  individual  or entity with  Company.


6.2    No Solicitation of Clients. Executive acknowledges and agrees that as a part of performing Executive's duties, Executive will have access to Confidential Information  and Company Trade Secrets as defined in Section  4.  Consequently,  during  employment  with  Company and for a period of one (1) year after termination of such employment, whether such termination was with or without cause, voluntary or involuntary, Executive will not, directly or indirectly, as a principal, company, partner,  agent,  consultant,  independent  contractor  or employee, (1) call upon, cause to be called upon, solicit or  assist  in  the  solicitation  of,  any current client, former client or potential client of Company for the purpose of selling, renting or supplying any product or service competitive with the products or services of  Company;  (2) provide any product or services to any current  client,  former  client  or  potential  client  of  Company which is competitive with the products or services of Company; or (3) enter into any business arrangement with  any other person  or firm  who  is or has  been  an  executive,  employee or subcontractor of Company within the one (1) year period immediately preceding Executive's termination. For purposes of this paragraph, "potential  client" means  any client to whom  CIBER has made one or more documented sales or documented sales  calls  during  the  six  (6)  month period prior to the date of termination of Executive's employment or any client about whom Executive received Confidential Information during the twelve (12) month period to the date of termination  of the  Executive's  employment.


Executive specifically acknowledges and agrees  that  Executive  will  not  become  employed by any current or prospective Client of Company for which Executive has or had responsibility while employed by Company for a period of one (1) year after the  date  that  Executive  ceases employment with  Company.


7.    Executive Representations. Executive warrants that all information provided by Executive (including without limitation resume, education, interview and references) in consideration for employment by Company is true and accurate. Executive further warrants that Executive is not restricted by and has no conflict of interest derived from any employment or other agreement and has no other interest or obligation that would interfere with Executive performing work as directed under this Agreement.  Executive shall inform Company immediately should such a restriction or conflict arise. Executive  understands  that  any misstatement or lack of  candor  by  Executive  concerning  Executive's  qualifications  or availability may result in immediate discharge of Executive and  may  subject  Executive  to  damages for any harm caused to Company. Executive authorizes Company to verify all information provided to Company by Executive and agrees to sign a release authorizing former employers, educational institutions and other references to provide information to Company if requested.



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8.    Termination of Employment.


8.1    Payment of Compensation. Upon  the  termination  of  Executive's  employment with the Company, whether voluntary or involuntary, Executive shall be paid all earned, unpaid salary through the date of termination, and any reasonable and  necessary  business  expenses  incurred by Executive in connection with Executive's duties to the date of termination, so long as such business  expenses are timely  submitted  and approved  consistent  with  Company policy.


8.2    Severance. If after one (1) year of employment with the Company, the Company terminates Executive's employment without cause at any time, Executive shall receive (i) the Accrued Benefits described in Section  8.1 above, (ii) a cash payment  equal to nine (9) months  of the Executive's Annual Base Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the  Release  Effective  Date,  (iii)  Company  paid health insurance benefit premiums for medical, dental and vision coverage in effect at the  time of employment termination, for twelve  (12)  months  following  employment  termination,  to the extent that payment of such benefits  does not  cause Company's  health  care  benefit  plans to  fail any discrimination testing that may become applicable,  (iv) all  unvested  equity  awards that  are scheduled to vest within the six (6) months following Executive's  Effective  Date  of  Termination  held by the Executive  shall fully vest, (v) all vested  equity awards must be exercised  by the Executive by the earlier of (A) the date such cease to be exercisable after a termination of service in accordance with the terms of the CIBER 2004 Incentive Plan as amended and (B) the Option Expiration Date, and (vi) this Agreement  shall  otherwise  terminate  upon  the  Effective Date of the Termination and the Executive shall  have  no  further  rights  hereunder  but  shall  remain bound by  Executive's  obligations  in  Sections 4,  5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses  (ii) through  (vi), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.


8.3    Return of Materials. Upon the termination of Executive's employment with Company, whether voluntary or involuntary, Executive will personally and promptly return to a Company representative  all  equipment,  documents,  records,  notebooks,  disks, or other  materials, including all copies, in Executive's possession  or control which  contain  Confidential  Information of Company or Company's clients or any other information concerning Company, its products, services, or customers, whether prepared by the Executive or others. Executive understands and agrees that compliance with this paragraph may require that data be removed from Executive's personal computer equipment. Consequently, upon reasonable prior notice, Executive agrees to permit the qualified personnel of Company and/or its contractors access to such computer equipment  for that purpose.


8.4    Right of Offset. Executive agrees that Company will have the right  to  set off  against Executive's final wages and other compensation due to Executive any amounts paid or advanced by Company including without limitation training  expenses,  business  expenses, advances,  loans and draws.


8.5    Termination upon Change in Control. If the Company terminates Executive's employment without  Cause or Executive terminates  employment  for Good Reason within  thetwelve (12) months after a Change in Control, the  Executive  shall  receive  (i)  the  Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus  have  been  achieved  (to be paid  at the  same time  bonuses  are normally  paid  for the year), (iii) a cash payment equal to one and one-fourth (1.25) times the Executive's Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable  after the Release Effective Date, (iv) Company paid  COBRA  premiums  for  continuation  of  elected medical, dental and vision health  insurance benefit  premiums  for twelve  (12) months  to the extent that payment of such benefits  does not  cause  Company's  health  care benefit  plans  to fail any discrimination testing that may become applicable to the extent payment of such benefits does not cause Company's health care benefit plans to fail any discrimination testing that  may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary  of the  Effective  Date  of the  Termination  and  (B) the  Option  Expiration  Date,   and (vii) this Agreement shall otherwise terminate  upon  the  Effective  Date of the  Termination  and the Executive shall have no further rights hereunder but shall remain bound by 

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Executive's obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation  agreement and  legal release in accordance with  Section  8.8.


In the event that Executive becomes entitled to receive any amounts or items under this Section 8.5, Executive shall not be entitled to receive any amounts of items under Section 8.2 of this Agreement.


For purposes of this Agreement, "Cause" shall mean  if  Executive


(i)violates any term of this Agreement or any Company policy, procedure or guideline;


(ii)engages in any of the following forms of misconduct: commission of any felony or of any misdemeanor involving dishonesty or moral turpitude;  theft  or  misuse  of  Company's  prope1iy or time; use of alcohol on Company's premises or appearing on such premises while intoxicated, other than in connection with a Company-sponsored social event; illegal use of any controlled substance; illegal gambling on Company's premises; discriminatory or harassing  behavior, whether or not illegal under federal, state or local law; willful misconduct;  or falsifying any document or making  any false or misleading  statement relating to  Executive's  employment  by Company; or


(iii) fails to cure, within 30 days, any material injury to the economic or ethical welfare of Company caused by Executive's malfeasance,  misfeasance,  misconduct  or inattention  to Executive's duties and responsibilities under this agreement, or any material  failure to comply with  Company's  reasonable  performance expectations.


For purposes of this Agreement, "Good Reason" shall mean, unless otherwise consented to in writing by the Executive:


(i)    a material, adverse and permanent change in the Executive duties and responsibilities, any diminution in the nature or status of the Executive's duties or responsibilities with the Company and its subsidiaries, in all cases other than isolated incidents  which,  if curable,  are promptly  remedied  by the Company;


(ii)    a reduction by the Company in the Executive's annual base salary, annual incentive compensation opportunity, or long term incentive compensation opportunity (including an adverse change in performance criteria or a decrease in the target amount of annual incentive or long term compensation);


(iii)    a requirement by the Company that  the  Executive's  work  location  be moved  more than  50 miles from Executive's primary  work  location  or;


(iv)    the Company's material and willful breach of this Agreement that is  not  cured within thirty (30) days  after  receipt  of notice  by  Executive  specifically  citing this  section of the Agreement.


An event or condition shall cease to constitute Good Reason one hundred twenty
(120) days after the event or condition first occurs if the Executive has not previously given written notice thereof.


8.6    For purposes of Section 8.2 and 8.5, the "Effective Date of the Termination" shall mean the date of termination specified in  the  Company.  For  purposes  of Section  8.5 a "Change in Control" means the occurrence of  one  or more  of the  following  events:  (i) any  "person"  (as such term is used in Sections 3(a)(9) and 13(d) of the  Securities  Exchange  Act  of  1934  as amended (the "Act")) or "group" (as such term is used in Section 13(d)(3) of  the  Act)  is  or  becomes a "beneficial owner" (as such term is used in Rule I 3d-3 promulgated under the Act) of more than 40% of the Voting Stock of the Company;  (ii)  within  any  24  month  period  the  majority of the Board consists of individuals  other than  Incumbent  Directors, which term  means  the members of the Board on the date hereof; provided that any person becoming a director subsequent to such  date whose  election  or nomination  for election  was  supported  by  a majority of the directors who then comprised the Incumbent Directors shall be considered to  be  an  Incumbent Director; (iii) the Company adopts  any  plan  of  liquidation  

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providing  for  the distribution of all or substantially all  of its assets;  (iv) the  Company transfers  all  or substantially  all of its assets or business (unless the shareholders of the Company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same  proportion  as they owned the Voting Stock of the  Company,  all  of the Voting  Stock or other ownership  interests  of the entity or entities, if any, that succeed to the business of  the  Company  or  the  Company's  ultimate parent company if the Company is a subsidiary of  another  corporation);  or  (v)  any  merger, reorganization, consolidation or similar  transaction  unless,  immediately  after consummation of such transaction, the shareholders of the Company immediately prior to the transaction hold, directly or indirectly,  more  than  50% of the  Voting  Stock of the  Company  or  the Company's ultimate parent company  if the  Company  is  a  subsidiary  of another  corporation. For purposes of this Change in Control definition, the "Company" shall include any entity that succeeds to all or substantially all of the  business  of  the  Company  and  "Voting  Stock"  shall  mean securities or ownership interests of any class or classes having general voting power under ordinary  circumstances,  in the  absence  of contingencies,  to  elect the  directors  of a   corporation.


Notwithstanding anything to the contrary herein, if (i) a Change in Control results in a successor organization to the Company and (ii) such successor organization does not assume, convert or replace all of the Executive's unvested equity awards, then all such unvested equity awards shall  fully vest  effective as of the date of such Change  in  Control.


8.7    For the purposes of Section 8.5, in the event Executive becomes entitled to any amount of benefits payable in connection with  a change  in control  (whether or not  such amounts are payable pursuant to this Agreement) (the "Change in Control Payments")  and  Executive's  receipt of such Change in Control Payments would cause Executive  to  become  subject  to  the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code (or any similar federal, state, or local tax that may hereafter be imposed), the Company shall reduce the Change in Control Payments to the extent necessary to avoid the application  of the Excise Tax if, as a result of such reduction, the net benefits to  Executive  of the Change  in Control Payments  as  so reduced (after payment of applicable income taxes) exceeds the net benefit to Executive of the Change in Control Payments  without  such reduction  (after payment  of applicable  income taxes  and excise taxes). Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce the Change in Control Payments by first reducing the po1iion of the Change in Control Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the change in control. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation. The determination that Executive's Change in Control Payments would  cause him  to become  subject to the Excise  Tax  and the calculation of the amount  of any reduction,  shall  be  made,  at the  Company's  discretion,  by the Company's outside auditing firm or by a nationally-recognized accounting or benefits consulting firm designated by the Company  prior  to  a change  in  control.  The firm's expenses shall be paid by the Company.


8.8    Release for Severance Benefits.  The  Executive  agrees  that  Executive's  receipt  of the compensation and benefits outlined in Section 8.2 (ii) through  (vi)  or  Section  8.5  (ii)  through (vii) (the "Severance Benefits") shall  be  in  lieu  of  all  other  claims that  the  Executive may make by reason of any such termination of his employment and that, as a condition  to receiving the Severance Benefits, the Executive will execute a release of claims in a  form  satisfactory to the Company in  its sole discretion  and  drafted  so as to ensure a final, complete and enforceable release of all claims that the Executive has or may have against the Company relating to or arising in any way from the Executive's employment with the Company and/or the termination thereof. Within five business days  of  the  Effective  Date  of  Termination,  the Company shall deliver to the Executive  the release  for the  Executive to execute.  The Executive will forfeit all rights to the Severance Benefits, unless the Executive executes and delivers to the Company the release within 60 days of delivery of the release by the Company to the Executive and such release has become irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the "Release Effective Date"). The Company shall have no obligation to provide the Severance Benefits, prior to the Release Effective Date. The Severance Payment shall be made within three business days of the Release Effective  Date and  any payments  not made  because  due prior to the Release  Effective  Date shall



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be paid in a single lump sum within such three business day period. If the Executive fails to comply with his obligations under Sections 4 through Section 6, the Executive shall, to the extent such amounts are paid, vested or distributed, (i) forfeit outstanding equity awards, (ii) transfer  the shares underlying equity awards that were accelerated and settled in shares to the Company for no consideration and (iii) repay the after-tax amount of the Severance Payment, the after-tax amount of the sum paid under Section 8.2 (ii) or 8.5(ii), and the after-tax amount of any equity awards that were accelerated and settled in cash or sold.


8.9    Limitations Under Code Section 409A.


(i)If at the time of Executive's separation from service, (i) Executive is a specified employee (within the meaning of Section  409A  and  using  the  identification  methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant  to  the  six­  month  delay  rule  set  forth  in  Section  409A  in  order  to  avoid  taxes  or  penalties  under   Section 409A, then Company will not pay such amount  on the otherwise  scheduled  payment  date but will instead pay it in a lump sum on the first business  day  after  such  six-month  period,  together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have  been provided.


(ii)It is the intention of the parties  that  payments  or  benefits  payable  under this Agreement not be subject to the additional tax imposed  pursuant  to  Section  409A  of  the Code. To the extent such potential payments  or benefits  could  become  subject  to  such  Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the  economic  benefits described herein  in a manner that does not result  in such tax being  imposed.


(iii)With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments.


(iv)Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a "separation from service" within the meaning of Section 409A.


(v)Any amount that Executive is entitled to  be  reimbursed  under  this agreement will be reimbursed to Executive as promptly  as practical  and  in  any  event  not  later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the  amount  of  expenses  eligible  for reimbursement  in any other calendar  year.


If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.


9.    Remedies for Breach. Executive acknowledges that any violation of this Agreement will cause Executive to be subject to immediate termination and dismissal and shall subject Executive to a claim for money damages by Company for any and all losses sustained by Company as a result of breach of any provision of this Agreement including losses resulting from the unauthorized release of any Confidential Information. Executive recognizes that the Company's remedies at law may be inadequate and that Company shall have the right to seek injunctive relief in addition to any other remedy available to it. If Executive breaches this agreement or any of the covenants contained herein, the Company has the right to and will seek, issuance of a court-ordered injunction as well as any and all other remedies and damages, to compel the enforcement of the terms stated herein. If court action is necessary to obtain injunctive relief, Executive shall be responsible for the Company's attorneys' fees and court costs.

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10.    Assignment. Executive may not transfer, assign or delegate Executive's duties and obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. The Company may transfer or assign or delegate its duties and obligations under this Agreement.


11.    Construction of Agreement. Executive acknowledges and agrees that the restrictions on Executive's employment and the geographical restrictions hereby imposed are fair and reasonable and are reasonably required for the protection of the Company. Executive further acknowledges and agrees that the restrictions in Paragraphs 4 through 6 are reasonable and necessary for the protection of the Company's confidential information and trade secrets.  If any part of this Agreement is held unenforceable or invalid, the remaining parts thereof shall continue to be enforceable.  If the  provisions  imposing  geographic  or  time  restrictions  are deemed unenforceable by  a court of competent jurisdiction,  then  such provisions  for the purposes of this Agreement shall include the maximum geographic area or time period which a court of competent jurisdiction determines to be reasonable, valid and  enforceable.  To the extent that the court permits blue-penciling, the parties to this Agreement  intend  that  the  court  will  take  all action necessary  to revise this Agreement  so as to create  a binding  and  enforceable  Agreement.


12.    Notices. All notices shall be sent by registered mail, courier, or hand delivered to the addresses on the signature page.


13.    Resolution of Disputes. Executive agrees that any claim, controversy or dispute that arises directly or indirectly in connection with Executive's employment or termination of employment with Company or any associated or related disputes involving Company and any Executive, director, officer or agent of Company, whether arising in contract, statute, tort, fraud, misrepresentation, discrimination, common law or any other legal theory, including but not limited to, disputes relating to the making, performance or interpretation of this Agreement, and claims or other disputes arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination  in Employment Act of 1967, as amended;   42 U.S.C. §1981, §198 l a, §1983, §1985 or §1988; the Family and Medical Leave Act of 1993; the Americans   with   Disabilities   Act   of   1990,  as  amended;  the  Rehabilitation   Act   of   1973,  as amended; the Fair Labor Standards Act of 1938, as amended; the Executive Retirement Income Security Act of 1974, as amended ("ERISA"); state anti-discrimination acts; or any other similar federal, state or local law or regulation, whenever brought,  shall  be  brought  in  state or  federal court of competent jurisdiction. Nothing herein excuses Executive from his/her duty to exhaust administrative remedies, where such a duty exists, prior to filing suit. By signing this AGREEMENT, Executive voluntarily, knowingly and intelligently waives any right Executive may have to a jury trial. CIBER also hereby voluntarily, knowingly, and intelligently waives any right it might otherwise have to a jury trial.


14. Choice of Law. This Agreement shall be interpreted  and  construed  in  accordance  with  the laws of the state in which the Company employs the Executive  without  regard to  its conflicts  of  law provisions.


15.    Amendments. No modification or waiver of the provisions of this Agreement will be effective against either party unless given in writing signed by an authorized representative of Company and by Executive.


16.    Waiver. No delay or failure by  a party  in exercising any right, power  or privilege  under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair a such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.


17.    Survival. The provisions of this Agreement that by their sense and context are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement.


18.    Duty to Cooperate. Executive agrees to fully cooperate with Company in connection with any legal or business matter relating to the services provided by Executive under this Agreement.

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19.    Headings. Headings for the paragraphs herein are for convenience only and shall not be construed in interpreting this Agreement.


20.    Entire Agreement. This Agreement is the entire agreement between the Parties. 

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This Agreement supersedes any and all prior agreements and cannot be modified except  in  writing signed by the  parties.


IN WITNESS WHEREOF, the parties hereto have set their hands on the date and year first written above.




CIBER, INC.                         EXECUTIVE
BY: /s/ David Plisko                    BY:   /s/ Sean Radcliffe
Printed Name:   David Plisko                Printed Name: M. Sean Radcliffe
Title: Vice President Employee Services



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