exv10w4



 




Exhibit 10.4








EMPLOYEE AGREEMENT AND GENERAL RELEASE





	I.  	The following Agreement is made between LCC International, Inc. (“LCC”) and
Mike McNelly (“you” “your”), 26052 Miralinda, Lake Forest, CA, 92630,
relative to the termination of your employment effective March 31, 2005. Unless
LCC and you enter into this Employee Agreement and General Release, you do not have a
right to any of the benefits described in this document. In consideration for your
agreeing to certain terms and conditions, as described below, LCC will provide you with
the following:






	 	•  	Separation pay equivalent to one (1) year of salary at the current annual base
salary of $288,750.00 paid in a lump sum (with a deduction equal to Employee’s
estimated contribution to continued medical benefits), plus continued medical
benefits for one (1) year. The parties will work to find a mutually acceptable
means to also continue Employee’s life insurance coverage. All required
federal, state and local taxes will be deducted.
	 
	 	•  	Your existing laptop computer and associated components (monitor, docking
station, wireless keyboard and mouse and your existing mobile wireless telephone.
	 
	 	•  	Access to office space in LCC’s Mission Viejo office, for so long as LCC
maintains an office at that location, exclusively for the purposes of conducting
LCC related activities in connection with the Consulting Agreement between LCC
and Michael S. McNelly, and for a duration that is coterminous with the term of
that Agreement.
	 
	 	•  	An allowance for Attorney’s fees associated with the preparation and
negotiation of this Agreement in an amount not to exceed $2,000.00 paid against
receipts.






	II.  	This release does not affect your rights, if any, to the continuation of your
health insurance benefits under COBRA. In addition, per current company policy, you are
also eligible to receive lump sum payment of any earned vacation leave hours you have
accrued, but not used, as of your termination date.
	 
	III.  	In consideration for the benefits listed above, you agree on behalf of yourself and
all of your heirs or personal representatives, to release and forever discharge LCC, its
parent company, and all of their present or former officers, directors, members, owners,
shareholders, agents, employees, fiduciaries and insurers, from any and all causes of
action or similar claims for damages, whether known or unknown, that you have against
LCC, arising out of any event or transaction that occurred from the beginning of the
world up to and until the date this Agreement is signed, including, but not limited to,
all claims arising out of LCC’s decisions to terminate employees, and/or its decisions
regarding job classification, recruitment, hiring, salary rate, severance pay, wages,
benefits, overtime pay, promotions, transfers, employment status, libel, slander,
defamation, assault and battery, intentional or negligent misrepresentation and/or
infliction of emotional distress, together with any claims and actions for or in tort,
contract, discrimination, harassment, violation of public policy and/or arising under
statute, including but not limited to Title VII of the Civil Rights Act of 1964, as
amended, The Older Workers Benefits Protection Act, The Age Discrimination in Employment
Act, The Americans with Disabilities Act, The Family and Medical Leave Act, and any other
federal, state or local statute, law or rule or any types of damages, wages, costs or
relief available to you. You further promise that you will not sue LCC, voluntarily act
as a witness, or initiate any type of judicial action against LCC with respect to any
event or transaction that occurred before this Agreement was executed. You understand
that by signing this Agreement you irrevocably and unconditionally waive all rights to
recover relief or damages concerning claims and causes of action released herein. You
understand that this is a GENERAL RELEASE.
	 
	IV.  	While you understand that you have had such an obligation since you began your
employment with LCC, you reconfirm that you shall not disclose any of the Company’s trade
secrets or other confidential or restricted information and shall not make use of such
trade secrets or confidential or restricted information in any fashion at any time. You
also agree to hold both the terms and the circumstances of this Agreement in strict
confidence. You hereby reaffirm your obligations under the Employee Agreement on Ideas,
Inventions and Confidential Information you executed when you joined LCC.
	 
	V.  	This Agreement and General Release does not constitute an admission of any kind by
LCC, but simply an accommodation which offers certain benefits to which you would not
otherwise be entitled in return for your agreeing to and signing this document. You
understand and agree that if you violate any of the terms of this





 









 











	   	Agreement and General Release, you will automatically forfeit all of these benefits.
Furthermore, if you violate this Agreement after receiving any of these benefits, you agree
to immediately return those benefits to LCC.
	 
	VI.  	You will have 21 calendar days from the date you initially receive these documents
within which to review and consider this Agreement. In the event that you sign this
Agreement, you have a period of seven (7) calendar days from the execution date in which
to revoke this agreement. This Agreement does not become effective or enforceable until
the revocation period has expired. You are advised by LCC to consult with an attorney
before executing this Agreement.
	 
	VII.  	You acknowledge that this Agreement shall become effective and irrevocable within
the time frames set above and reflects the entire agreement between you and LCC. You
acknowledge that you have entered into this Agreement freely and voluntarily, that the
benefits described in Section I of this Agreement are the only consideration for signing
this Agreement and that no other statements, promises, or commitments of any kind,
written or oral, have been made to you by the Company to cause you to accept it.
	 
	VIII.  	In the event that either party breaches or threatens to breach any of the terms of
this Agreement and the non-breaching party retains counsel to cure the breach or
threatened breach, then the non-breaching party shall be entitled to recover, along with
all other damages as may be appropriate, the reasonable attorneys’ fees and costs
incurred by the non-breaching party to cure the actual or threatened breach.
	 
	IX.  	This Agreement contains the entire agreement between you and LCC and supersedes any
other prior oral or written understandings or agreements except for the letter of March
24, 2005 from Terri Feely relating thereto. Any modification to this Agreement must be
made in writing and signed by both parties. This Agreement shall be governed by, and
construed in accordance with, the laws of Virginia. Each party hereby irrevocably
submits to the exclusive jurisdiction and venue of the federal and/or state courts of the
Commonwealth of Virginia for the purpose of any legal or equitable action arising under
this Agreement.




IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date indicated.




	 	 	 	 	 
	 	 	LCC International, Inc.

7925 Jones Branch Drive

McLean, VA 22102
	 
	 	 	 	 
	3/30/05

	 	By:	 	/s/ C. Thomas Faulders, III
	


	 	 	 	

	Date
	 	 	 	 
	

	 	Name:	 	C. Thomas Faulders, III 
	

	 	 	 	

	

	 	Its:	 	CEO 
	

	 	 	 	






Acknowledged and Accepted:



I HEREBY ACKNOWLEDGE THAT I HAVE BEEN GIVEN SUFFICIENT OPPORTUNITY TO CONSIDER ALL THE PROVISIONS
OF THIS AGREEMENT, THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
AGREEMENT, THAT I HAVE FREELY AND VOLUNTARILY AGREED TO ALL THE TERMS AND CONDITIONS OF THE
AGREEMENT, AND THAT I ACCEPT THIS AGREEMENT AS MY OWN FREE ACT BY SIGNING BELOW:




	 	 	 
	3/30/05

	 	Michael S. McNelly
	


	 	

	Date

	 	Employee