exv10w2



 




Exhibit 10.2


Tatum CFO Partners, LLP Interim

Executive Services Agreement




April 19, 2005




Mr. Peter A. Deliso

Mr. C. Thomas Faulders, III

LCC International, Inc.

7925 Jones Branch Drive

McLean, Virginia 22102


Dear Mr. Deliso and Mr. Faulders:



Tatum CFO Partners, LLP (“Tatum”) understands that LCC International, Inc. (“the Company”) desires
to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive
Services Agreement sets forth the conditions under which such services will be provided.




Services; Fees



Tatum will make available to the Company C.R. “Bob” Waldron (the “Tatum Partner”), who will serve
as interim chief financial officer of the Company. The Tatum Partner will become an employee and,
if applicable, a duly elected or appointed officer of the Company and subject to the supervision
and direction of the CEO of the Company, the board of directors of the Company, or both. Tatum
will have no control or supervision over the Tatum Partner.



The Company will pay the Tatum Partner directly a salary of $22,000 a month. In addition, the
Company will pay directly to Tatum a fee of $5,500 a month (“Fees”) as partial compensation for
resources provided.



The Company will have no obligation to provide the Tatum Partner any health or major medical
benefits, stock, or bonus payments. The Tatum Partner will remain on his or her current medical
plan.



As an employee, the Tatum Partner will be eligible for any Company employee retirement and/or
401(k) plan and for vacation and holidays consistent with the Company’s policy as it applies to
senior management, and the Tatum Partner will be exempt from any delay periods otherwise required
for eligibility.




Payments;



Payments to Tatum should be made by direct deposit through the Company’s payroll, or by an
automated clearing house (“ACH”) payment at the same time as payments are made to the Employee. If
such payment method is not available and payments are


 









 






 made by check, Tatum will issue invoices to
the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt
of invoices.



The Company will reimburse the Tatum Partner directly for out-of-pocket expenses incurred by the
Tatum Partner in providing services hereunder to the same extent that the Company is responsible
for such expenses of senior managers of the Company.



Converting Interim to Permanent

The Company will have the opportunity to make the Tatum Partner a permanent member of Company
management at any time during the term of this agreement by entering into another form of Tatum
agreement, the terms of which will be negotiated at such time.




Hiring Tatum Partner Outside of Agreement



During the twelve (12)-month period following termination or expiration of this agreement, other
than in connection with another Tatum agreement, the Company will not employ the Tatum Partner, or
engage the Tatum Partner as an independent contractor, to render services of substantially the same
nature as those to be performed by the Tatum Partner as contemplated by this agreement. The
parties recognize and agree that a breach by the Company of this provision would result in the loss
to Tatum of the Tatum Partner’s valuable expertise and revenue potential and that such injury will
be impossible or very difficult to ascertain. Therefore, in the event this provision is breached,
Tatum will be entitled to receive as liquidated damages an amount equal to twenty-five percent
(25%) of the Tatum Partner’s Annualized Compensation (as defined below), which amount the parties
agree is reasonably proportionate to the probable loss to Tatum and is not intended as a penalty.
If, however, a court or arbitrator, as applicable, determines that liquidated damages are not
appropriate for such breach, Tatum will have the right to seek actual damages. The amount will be
due and payable to Tatum upon written demand to the Company. For this purpose, ''Annualized
Compensation’’ will mean monthly Salary equivalent to what the Tatum Partner would receive on a
full-time basis multiplied by twelve (12), plus the maximum amount of any bonus for which the Tatum
Partner was eligible with respect to the then current bonus year.




Term & Termination



This agreement will be for a term of six months starting April 25, 2005 and ending October 25,
2005. Should the Company utilize The Tatum Partner for less than six months, the rate of $30,000
($24,000 for the Tatum Partner and $6,000 for Tatum) will be applied for the time used on a
proportional basis.



The Company shall have the right to terminate this engagement and/or the Tatum Partner’s employment
with the Company at anytime, and for any reason, upon two weeks written notice to Tatum and/or the
Tatum Partner.



Tatum retains the right to terminate this agreement immediately if (1) the Company is engaged in or
asks the Tatum Partner to engage in or to ignore any illegal or unethical activity, (2) the Tatum
Partner dies or becomes disabled, (3) the Tatum Partner ceases to be a partner of Tatum for any
other reason, or (4) upon ten days advance written notice by Tatum of non-payment by the Company of
amounts due under this agreement, unless such amounts are paid. For purposes of this agreement,
disability will be as


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 defined by the applicable policy of disability insurance or, in the absence
of such insurance, by Tatum’s management acting in good faith.



In the event that either party commits a breach of this agreement, other than for reasons described
in the above paragraph, and fails to cure the same within seven (7) days following delivery by the
non-breaching party of written notice specifying the nature of the breach, the non-breaching party
will have the right to terminate this agreement immediately effective upon written notice of such
termination.




Insurance



The Company will provide Tatum or the Tatum Partner with written evidence that the Company
maintains directors’ and officers’ insurance at no additional cost to the Tatum Partner, and the
Company will maintain such insurance at all times while this agreement remains in effect.




Disclaimers, Limitations of Liability & Indemnity



Tatum assumes no responsibility or liability under this agreement other than to render the services
called for hereunder and will not be responsible for any action taken by the Company in following
or declining to follow any of Tatum’s advice or recommendations. Tatum represents to the Company
that Tatum has conducted reasonable screening and background checks and investigation procedures
consistent with those procedures used by US public companies for similar positions with respect to
the Tatum Partner becoming a partner in Tatum, and the results of the same uncovered no possible
concerns. Tatum disclaims all other warranties, either express or implied. Without limiting the
foregoing, Tatum makes no representation or warranty as to the accuracy or reliability of reports,
projections, forecasts, or any other information derived from use of Tatum’s resources, and Tatum
will not be liable for any claims of reliance on such reports, projections, forecasts, or
information. Tatum will not be liable for any non-compliance of reports, projections, forecasts, or
information or services with federal, state, or local laws or regulations. Such reports,
projections, forecasts, or information or services are for the sole benefit of the Company and not
any unnamed third parties.



In the event that any partner of Tatum (including without limitation the Tatum Partner to the
extent not otherwise entitled in his or her capacity as an officer of the Company) is subpoenaed or
otherwise required to appear as a witness or Tatum or such partner is required to provide evidence,
in either case in connection with any action, suit, or other proceeding initiated by a third party
or by the Company against a third party, then the Company shall reimburse Tatum for the costs and
expenses (including reasonable attorneys’ fees) actually incurred by Tatum or such partner and
provide Tatum with compensation at Tatum’s customary rate for the time incurred.



The Company agrees that, with respect to any claims the Company may assert against Tatum in
connection with this agreement or the relationship arising hereunder, Tatum’s total liability will
not exceed two (2) months of Fees.



As a condition for recovery of any liability, the Company must assert any claim against Tatum
within three (3) months after discovery or sixty (60) days after the termination or expiration of
this agreement, whichever is earlier.


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Tatum will not be liable in any event for incidental, consequential, punitive, or special damages,
including without limitation, any interruption of business or loss of business, profit, or
goodwill.




Arbitration



If the parties are unable to resolve any dispute arising out of or in connection with this
agreement, either party may refer the dispute to arbitration by a single arbitrator selected by the
parties according to the rules of the American Arbitration Association (“AAA”), and the decision of
the arbitrator will be final and binding on both parties. Such arbitration will be conducted by
the Northern Virginia office of the AAA. In the event that the parties fail to agree on the
selection of the arbitrator within thirty (30) days after either party’s request for arbitration
under this paragraph, the arbitrator will be chosen by AAA. The arbitrator may in his discretion
order documentary discovery but shall not allow depositions without a showing of compelling need.
The arbitrator will render his decision within ninety (90) days after the call for arbitration.
The arbitrator will have no authority to award punitive damages. Judgment on the award of the
arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator
will have no authority to award damages in excess or in contravention of this agreement and may not
amend
or disregard any provision of this agreement, including this paragraph. Notwithstanding the
foregoing, either party may seek appropriate injunctive relief from a court of competent
jurisdiction, and either party may seek injunctive relief in any court of competent jurisdiction.




Miscellaneous



Tatum will be entitled to receive all reasonable costs and expenses incidental to the collection of
overdue amounts under this agreement, including but not limited to attorneys’ fees actually
incurred.



Neither the Company nor Tatum will be deemed to have waived any rights or remedies accruing under
this agreement unless such waiver is in writing and signed by the party electing to waive the right
or remedy. This agreement binds and benefits the respective successors of Tatum and the Company.



Neither party will be liable for any delay or failure to perform under this agreement (other than
with respect to payment obligations) to the extent such delay or failure is a result of an act of
God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such
party’s reasonable control. The provisions concerning payment of compensation and reimbursement of
costs and expenses, limitation of liability, directors’ and officers’ insurance, and arbitration
will survive the expiration or any termination of this agreement.



This agreement will be governed by and construed in all respects in accordance with the laws of the
Commonwealth of Virginia, without giving effect to conflicts-of-laws principles.



The terms of this agreement are severable and may not be amended except in writing signed by the
party to be bound. If any portion of this agreement is found to be unenforceable, the rest of the
agreement will be enforceable except to the extent that the severed provision deprives either party
of a substantial benefit of its bargain.


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Nothing in this agreement shall confer any rights upon any person or entity other than the parties
hereto and their respective successors and permitted assigns and the Tatum Partner.



Each person signing below is authorized to sign on behalf of the party indicated, and in each case
such signature is the only one necessary.



Bank Lockbox Mailing Address for Deposit and Fees:




Tatum CFO Partners, LLP

P.O. Box 403291

Atlanta, GA 30384-3291


Electronic Payment Instructions for Deposit and Fees:




	 	 	 	 	 
	 	 	Bank Name: Bank of America
	 	 	Branch: Atlanta
	

	 	Routing Number:
	 	For ACH Payments: 061 000 052
	

	 	 	 	For Wires: 026 009 593
	 	 	Account Name: Tatum CFO Partners, LLP
	 	 	Account Number: 003 279 247 763
	 	 	Please reference LCC International, Inc. in the body of the wire.





Please sign below and return a signed copy of this letter to indicate the Company’s agreement with
its terms and conditions.



We look forward to serving you.



Sincerely yours,




	 	 	 
	TATUM CFO PARTNERS, LLP

	 	Acknowledged and agreed by:
	 
	 	 
	

	 	LCC International, Inc.
	Signature
	 	/s/ Peter A. Deliso
	

	 	

	

	 	Signature
	Robert P. Hostetler
	 	 
	

	 	Peter A. Deliso
	 
	 	 
	Area Managing Partner for TATUM CFO

	 	Interim Chief Executive Officer
	PARTNERS, LLP
	 	 
	 
	 	 
	April 19, 2005
	 	April 25, 2005
	

	 	

	

	 	(Date)







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