**Exhibit 10.01**

 

**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 20, 2004 by and between CyberGuard Corporation, a Floridacorporation (the “Company”), and Gary Taggart (the “Employee”). 

 

WHEREAS, the Company, through its Board of Directors, desires to retain the services of Employee, and Employee desires to be retained by the Company, on the terms and conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the premises and themutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

 

1. **Employment**. The Company hereby employs Employee, andEmployee hereby accepts employment, as Senior Vice President, WorldWide Sales upon the terms of and subject to this Agreement. 

 

2. **Term**. The term (the “Term”) of this Agreement shall commence on August 20, 2004, and shall continue until otherwise terminatedin accordance with the terms of this Agreement. 

 

3.**Duties**. During his employment hereunder, Employee will serve in such capacity and with such duties as shall be assigned from time to time by the Chief Executive Officer of the Company. Employee shall diligently perform his duties asSenior Vice President, WorldWide Sales and shall devote the substantial portion of his business time and effort to his employment with the Company and his duties hereunder. During the Term, Employee shall not, directly or indirectly, alone or as amember of a partnership, or as an officer, director, employee or agent of any other person, firm or business organization engage in any other business activities or pursuits requiring his personal service that materially conflict with his dutieshereunder or the diligent performance of such duties. 

 

4.**Compensation**. 

 

a.**Salary**.During his employment hereunder, Employee shall be paid a salary of $165,000 per year, payable in equal installments not less than monthly (“Base Salary”). The Employee’s Base Salary shall be reviewed at least annually by the Board ofDirectors or any Committee of the Board delegated the authority to review executive compensation. 

 

b.**Option and Bonus**. In addition to salary, Employee shall be entitled to participate in the Company’s Stock Option Plan(“Stock Option Plan”). In addition, Employee shall participate in a bonus program established by the Company with an initial annual targeted bonus of up to $165,000, subject to certain quarterly targets being met, as specified in aseparate document (hereafter the “Management Bonus Program”). 

 

c.**Insurance**. During his employment hereunder, Employee shall be entitled to participate in all such health, life, disability and other insurance programs, if any, that the Company may offer to other keyexecutive employees of the Company from time to time. 

 

d.**Other Benefits**. During his employment hereunder, Employee shall be entitled to all such other benefits, if any, that the Company may offer to other key executive employees of the Company from time to time. 

 

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e.**Vacation**. Employee shall be entitled to three weeks’ vacation (in additionto holidays) and 5 sick days in each calendar year during the Term; however, Employee may take only two weeks’ vacation within any calendar month. Except with respect to vacation time unused as the result of a request by the Company to postponethe vacation, any unused vacation time from one calendar year shall not carry-over to any subsequent calendar year. 

 

f.**Expense Reimbursement**. Employee shall, upon submission of appropriate supporting documentation, be entitled to reimbursement ofreasonable out-of-pocket expenses incurred in the performance of his duties hereunder in accordance with policies established by the Company. Such expenses shall include, without limitation, reasonable entertainment expenses, gasoline and tollexpenses and cellular phone use charges, if such charges are directly related to the business of the Company. 

 

5. **Grounds for Termination**. The Board of Directors of the Company may terminate this Agreement for Cause. As used herein, “Cause”shall mean any of the following: (i) an act of willful misconduct or gross negligence by Employee in the performance of his material duties or obligations to the Company; if such act is capable of cure, Employee shall be given written notice andsuch act shall not be deemed a basis for Cause if cured within 60 days after written notice is received by Employee specifying the alleged failure in reasonable detail (and during such 60 day period, Employee shall continue to be employed by theCompany at full pay), or (ii) conviction of Employee of a felony involving moral turpitude or (iii) a material act of dishonesty or breach of trust on the part of Employee resulting or intended to result directly or indirectly in personal gain orenrichment at the expense of the Company. 

 

6. **Terminationby Employee.** Employee may terminate this Agreement with Good Reason. In the event of termination by Employee for Good Reason, Employee shall be entitled to the benefits of Paragraph 7b. of this Agreement. “Good Reason” means:

 

a. The Company materially breaches theprovisions of this Agreement (except those set forth in Paragraph 4a.) and Employee provides at least 15 days’ prior written notice to the Company of the existence of such breach and his intention to terminate this Agreement (no suchtermination shall be effective if such breach is cured during such period); or 

 

b. The Company fails to comply with the provisions of Paragraph 4a. or to pay any amounts due under the Management Bonus Programprovisions of Paragraph 4b. for an uninterrupted 10 day period; or 

 

c. The Company requires Employee to work in a non-supervisory or non-management position; or 

 

d. The Company decreases Employee’s compensation (salary or percentage of bonus opportunity); or 

 

e. The Company materially reduces Employee’s welfarebenefits, including without limitation: paid vacation; paid sick time; paid legal and float holidays; medical, dental and cancer insurance, hospital indemnity, Flexible Spending, Short- and Long-term Disability insurance, Basic Group TermLife/Accidental Death & Dismemberment insurance, Supplemental Life/AD&D insurance, Spouse Life/Spouse AD&D insurance, Dependent Life insurance, Vision Plan, 401k plan, Employee Assistance Program; education reimbursement program(collectively, the “Benefits”); provided, however, that any change in Benefits that is made by the Company that applies to its employees generally, shall not be considered as giving rise to “Good Reason”; or 

 

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f. The Employee is required, without his prior written consent, to relocate his officemore than fifty miles from the office Employee currently reports to. 

 

7. **Payment and Other Provisions Upon Termination**.

 

a. In the event Employee’s employment with the Company (including its subsidiaries) is terminated by the Company for Cause as provided in Paragraph 5 then, on or before Employee’s last day of employment withthe Company, the provisions of this Paragraph 7a. shall apply. These same provisions shall apply if Employee terminates his employment without Good Reason as described in Paragraph 6. 

 

i.**Salary, Performance Award, and Bonus Payments**. The Company shall pay in a lump sum to Employee atthe time of Employee’s termination such amount of compensation due Employee for services rendered to the Company, as well as compensation for unused vacation time and earned bonus, as has accrued but remains unpaid. Any and all other rightsgranted to Employee under this Agreement shall terminate as of the date of termination. 

 

ii.**Non-competition/Non-solicitation Period**. The provisions of Paragraphs 14 and 15 shall, at the option of the Company in its solediscretion, continue to apply with respect to Employee for a period of up to six months following the date of termination, so long as the Company: (x) provides a written notice to Employee within 5 business days after Employee’s terminationthat the Company wishes to exercise its right to require that Employee not compete and not solicit in accordance with Paragraphs 14 and 15 hereof; and (y) Company thereafter pays to Employee in periodic installments, without interest, in accordancewith the regular salary payment practices of the Company an amount equal to (.1) the amount of Employee’s annual Base Salary as in effect immediately prior to Employee’s date of termination, multiplied by (.2) the number of months that theCompany is requiring the non-competition and non-solicitation covenants to remain in place, divided by 12. The first such installment of Base Salary and target bonus shall be paid on or before the delivery of the notice described in the priorsentence of this Paragraph 7a(ii). The non-competition and non-solicitation provisions of this Agreement shall no longer apply to Employee if the Company fails to pay the amounts required under this Section 7a(ii) for an uninterrupted 10-day periodand such failure is not cured with 5 days after written notice of such failure is delivered to the Company. 

 

b. In the event Employee’s employment with the Company (including its subsidiaries) is terminated by the Company for any reason otherthan for Cause as provided in Paragraph 5 and other than as a consequence of Employee’s death, disability, or normal retirement under the Company’s retirement plans and practices, then the following provisions apply. These same provisionsshall apply if Employee terminates his employment with Good Reason as described in Paragraph 6. In addition to the amounts stated below, Employee shall be paid any other amounts by the Company to which he is entitled. 

 

i.**Salary, Performance Award, and Bonus Payments**. Onor before Employee’s last day of employment with the Company, the Company shall pay in a lump sum to Employee as compensation for services rendered to the Company a cash amount equal to one-half the amount of Employee’s annual Base Salaryand the greater of (x) one-half the target bonus under the Management Bonus Program as in effect immediately prior to his date of termination or (y) the amount of the bonus under the Management Bonus Program to which he is entitled but which remainsunpaid. At the election of the Company, the cash amount referred to in this Paragraph 7b.i. may be paid to Employee in periodic installments, 

 

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without interest, in accordance with the regular salary payment practices of the Company, with the firstsuch installment to be paid on or before Employee’s last day of employment with the Company, and no interest shall be paid with respect to any amount not paid on the Employee’s date of termination. 

 

ii.**Vesting of Options and Rights**. Notwithstandingthe vesting period provided for in the Stock Option Plan and any related stock option agreements between the Company and Employee for stock options (“options”) and stock appreciation rights (“rights”) granted Employee by theCompany, all options and stock appreciation rights that were exercisable at the date of termination or within 12 months thereafter shall be immediately exercisable upon termination of employment. In addition, Employee will have the right to exerciseall such options and rights for the shorter of (a) six months following his termination of employment or (b) with respect to each option, the remainder of the period of exercisability under the terms of the appropriate documents that grant suchoptions. 

 

iii.**Benefit Plan Coverage**.The Company shall maintain in full force and effect for Employee and his dependents for six months after the date of termination, all life, health, accident, and disability benefit plans and other similar employee benefit plans, programs andarrangements in which Employee or his dependents were entitled to participate immediately prior to the date of termination, in such amounts as were in effect immediately prior to the date of termination, provided that such continued participation ispossible under the general terms and provisions of such benefit plans, programs and arrangements. 

 

In the event that participation in any benefit plan, program or arrangement described above is barred, or any such benefit plan, program or arrangement isdiscontinued or the benefits thereunder materially reduced, the Company shall arrange to provide Employee and his dependents for six months after the date of termination with benefits substantially similar to those that they were entitled to receiveunder such benefit plans, programs and arrangements immediately prior to the date of termination. Notwithstanding any time period for continued benefits stated in this Paragraph 7b.iii., all benefits in this Paragraph 7b.iii. will terminate on thedate that Employee becomes an employee of another employer and eligible to participate in the employee benefit plans of such other employer. To the extent that Employee was required to contribute amounts for the benefits described in this Paragraph7b.iii. prior to his termination, he shall continue to contribute such amounts for such time as these benefits continue in effect after termination. 

 

iv.**Other Compensation**. Any awards previously made to Employee under any of the Company’s compensation plans or programs andnot previously paid shall immediately vest on the date of his termination and shall be paid on that date and included as compensation in the year paid. 

 

v.**Savings and Other Plans**. Except as otherwise more specifically provided herein or under the terms of the respective plansrelating to termination of employment, Employee’s active participation in any applicable savings, retirement, profit sharing or supplemental employee retirement plans or any deferred compensation or similar plan of the Company or any of itssubsidiaries shall continue only through the last day of his employment. All other provisions, including any distribution and/or vested rights under such plans, shall be governed by the terms of those respective plans. 

 

vi.**Non-competition/Non-solicitation Period.** Theprovisions of Paragraphs 14 and 15 shall continue, beyond the time periods set forth in such paragraphs, to apply with respect to Employee for six (6) months following the date of termination. The non-competition and non-solicitation provisions ofthis Agreement shall no longer apply to Employee if the Company fails to pay the amounts required under the provisions of Paragraph 7b.i. for an uninterrupted 10-day period and such failure is not cured within 5 days after written notice of suchfailure is delivered to the Company. 

 

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c. The provisions of this Paragraph 7 shall apply if Employee’s employment isterminated prior to or more than one year after the occurrence of a Change of Control (as defined in Paragraph 8c.). From the occurrence of any Change of Control until the first anniversary of such Change of Control, the provisions of Paragraph 8shall apply in place of this Paragraph 7, *except that* in the event that Employee’s employment is terminated by Employee after a Change of Control without Good Reason, then the provisions of Paragraph 8 shall not apply and the provisionsof Paragraph 7a. shall apply. Termination upon death, disability and retirement are covered by Paragraphs 9, 10, and 11, respectively. 

 

8.**Payment and Other Provisions after Change of Control.**

 

a.**Salary, Performance Award, and Bonus Payments**. In the event Employee’s employment with theCompany is terminated within one year following the occurrence of a Change of Control (other than as a consequence of his death or disability, or of his normal retirement under the Company’s retirement plans and practices) either (i) by theCompany for any reason whatsoever or (ii) by Employee with Good Reason as provided in Paragraph 6, then Employee shall be entitled to receive from the Company, the following: 

 

i.**Base Salary**. An amount equal to one-half the Employee’s annual Base Salary as in effect atthe date of termination shall be paid on the date of termination; 

 

ii.**Target Bonus**. An amount equal to one-half the Employee’s target bonus under the Management Bonus Program for the fiscal year in which the date of termination occurs shall be paid on the date oftermination; and 

 

iii.**Other Benefits**.All benefits under Paragraphs 7b.i, 7.b.ii., 7b.iii. 7b.iv. and 7b.v. shall be extended to Employee as described in such paragraphs except that all options and rights shall be immediately exercisable and the period for exercise of options and rightsdescribed in the last sentence of Paragraph 7b.ii and benefit plan coverage as described in Paragraph 7.b.iii shall be one half year. 

 

b.**Non-competition/Non-solicitation Period**. In the event of a termination under the circumstances described in Paragraph 8a., theprovisions of Paragraphs 14 and 15 shall be without force and effect and shall not apply to Employee. 

 

c. For purposes of this Agreement, the term “Change of Control” shall mean: 

 

i. The acquisition, other than from the Company, by anyindividual, entity or group (within the meaning of § 13(d)(3) or § 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) (any of the foregoing described in this Paragraph hereafter a “Person”) of 30% or more of either (a) the then outstanding shares of Capital Stock of the Company (the “Outstanding Capital Stock”) or (b) the combinedvoting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”), provided, however, that any acquisition by (x) the Company or any of itssubsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule 13Gwith respect to its beneficial ownership of Voting Securities, whether or not such Person shall have filed a statement on Schedule 13G, unless such Person shall have filed a statement on Schedule 13D with respect to beneficial ownership of 30% ormore of the Voting Securities or (z) any corporation with respect to which, following such acquisition, 

 

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more than 60% of, respectively, the then outstanding shares of common stock of such corporation and thecombined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the Outstanding Capital Stock and Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, ofthe Outstanding Capital Stock and Voting Securities, as the case may be, shall not constitute a Change of Control; or 

 

ii. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute atleast a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actualor threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or 

 

iii. Approval by the shareholders of the Company of areorganization, merger or consolidation (a “Business Combination”), in each case, with respect to which all or substantially all holders of the Outstanding Capital Stock and Voting Securities immediately prior to such Business Combinationdo not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled tovote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination; or 

 

iv. (a) a complete liquidation or dissolution of the Company or (b) a sale or other disposition of all or substantially all of the assetsof the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Capital Stockand Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Capital Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition.

 

9.**Termination by Reason of Death**. If Employeeshall die while employed by the Company both prior to termination of employment and during the effective Term of this Agreement, all Employee’s rights under this Agreement shall terminate with the payment of such amounts of annual Base Salaryas have accrued but remain unpaid and a prorated amount of targeted bonus under the Company’s Management Bonus Program through the month in which his death occurs, plus three additional months of the fixed salary and targeted bonus. Allbenefits under 7b.ii., 7b.iv and 7b.v. shall be extended to Employee’s estate as described in such paragraphs. In addition, Employee’s eligible dependents shall receive continued benefit plan coverage under Paragraph 7b.iii. for threemonths from the date of Employee’s death. 

 

10.**Termination by Disability**. Employee’s employment hereunder may be terminated by the Company for “disability” (as defined below). In such event, all Employee’s rights under this Agreement shall terminate with thepayment of such amounts of annual Base Salary as have accrued but remain unpaid as of thirtieth (30th) day after such notice is given except that all benefits under Paragraphs 7b.ii, 7b.iii, 7b.iv. and 7b.v. shall be extended to Employee asdescribed in such paragraphs. In addition, the non-competition and non-solicitation provisions of Paragraphs 14 and 15 shall continue to apply to Employee for a period of one year from the date of termination. 

 

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For purposes of this Agreement, “disability” is defined to mean that, as a result of Employee’s incapacitydue to physical or mental illness: 

 

a.Employee shall have been absent from his duties as an officer of the Company on a substantially full-time basis for six (6) consecutive months; and 

 

b. Within thirty (30) days after the Company notifies Employee in writing that it intends to replace him, Employee shall not have returnedto the performance of his duties as an officer of the Company on a full-time basis. 

 

11.**Retirement**. Retirement by Employee, whether occurring as a result of a voluntary termination by Employee or an involuntary termination as the result of reaching the age retirement as set forth in theCompany’s retirement policies, shall be treated as a voluntary termination without Good Reason and the provisions of Paragraph 7a. shall apply. If during the Term or any extension thereof, the Company adopts a retirement plan with respect toexecutive officers of the Company, Employee shall have the right to participate in such policy and the provisions of such policy shall supersede the provisions of the preceding sentence. 

 

12.**Indemnification**. If litigation shall be brought, in the event of breach or to enforce or interpret anyprovision contained herein, the non-prevailing party shall indemnify the prevailing party for reasonable attorney’s fees (including those for negotiations, trial and appeals) and disbursements incurred by the prevailing party in suchlitigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the prevailing party calculated at the generally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercial customers in effectfrom time to time from the date that payment(s) to him should have been made under this Agreement. 

 

13. (Omitted Intentionally) 

 

14. **Non-competition**. 

 

a. At all times during Employee’s employment hereunder, and for such additional periods as may otherwise be set forth in thisAgreement in reference to this Paragraph 14, Employee shall not, directly or indirectly, engage in any business, enterprise or employment, whether as owner, operator, shareholder, director, partner, creditor, consultant, agent or any capacitywhatsoever that manufactures products designed to compete directly with products of the Company or markets such products anywhere in the world where the Company (i) is engaged in business or (ii) has evidenced an intention of engaging in business.Employee acknowledges that he has read the foregoing and agrees that the nature of the geographical restrictions are reasonable given the international nature of the Company’s business. 

 

In the event that these geographical or temporal restrictions are judiciallydetermined to be unreasonable, the parties agree that these restrictions shall be judicially reformed to the maximum restrictions which are reasonable. 

 

b. Notwithstanding the provisions of the preceding Paragraph 14a., Employee may accept employment with a company that would be deemed tobe a competitor of the Company as described in the previous sentence (“Competitor”), so long as (i) the Competitor has had annual revenues of at least $1 billion in each of the prior two fiscal years, (ii) the Competitor’s revenuesfor products and maintenance in direct competition with the Company does not exceed 50% of its total revenues and (iii) Employee’s responsibilities are solely for divisions or subsidiaries of the Competitor that do not compete with the Company.

 

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15. **Non-solicitation of Employees and Customers**. At all times during Employee’semployment hereunder, or for such additional periods as may otherwise be set forth in this Agreement in reference to this Paragraph 15, Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership,association or other entity (a) attempt to employ, employ or enter into any contractual arrangement with any employee or former employee of the Company, its affiliates, subsidiaries or predecessors in interest, unless such employee or formeremployee has not been employed by the Company, its affiliates, subsidiaries or predecessors in interest during the twelve months prior to Employee’s attempt to employ him, or (b) call on or solicit any of the actual or targeted prospectivecustomers of the Company or its affiliates, subsidiaries or predecessors in interest with respect to any matters related to or competitive with the business of the Company. 

 

16. **Confidentiality.**

 

a.**Nondisclosure**. Employee acknowledges and agrees that the Confidential Information (as defined below) is a valuable, specialand unique asset of the Company’s business. Accordingly, except in connection with the performance of his duties hereunder, Employee shall not at any time during or subsequent to the term of his employment hereunder disclose, directly orindirectly, to any person, firm, corporation, partnership, association or other entity any proprietary or confidential information relating to the Company or any information concerning the Company’s financial condition or prospects, theCompany’s customers, the design, development, manufacture, marketing or sale of the Company’s products or the Company’s methods of operating its business (collectively “Confidential Information”). Confidential Informationshall not include information which, at the time of disclosure, is known or available to the general public by publication or otherwise through no act or failure to act on the part of Employee. 

 

b.**Return of Confidential Information**. Upontermination of Employee’s employment, for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, Employee shall promptly return all Confidential Information in the possession or under the control ofEmployee to the Company and shall not retain any copies or other reproductions or extracts thereof. Employee shall at any time at the request of the Company destroy or have destroyed all memoranda, notes, reports, and documents, whether in“hard copy” form or as stored on magnetic or other media, and all copies and other reproductions and extracts thereof, prepared by Employee and shall provide the Company with a certificate that the foregoing materials have in fact beenreturned or destroyed. 

 

c.**Books andRecords**. All books, records and accounts whether prepared by Employee or otherwise coming into Employee’s possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon termination ofEmployee’s employment hereunder or upon the Company’s request at any time. 

 

17. **Injunction/Specific Performance Setoff**. Employee acknowledges that a breach of any of the provisions of Paragraphs 14, 15 or 16 hereof would result in immediate and irreparable injury to the Companywhich cannot be adequately or reasonably compensated at law. Therefore, Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, to a decree of specific performance and to a temporary andpermanent injunction, without the posting of a bond, enjoining and restraining such breach by Employee or his agents, either directly or indirectly, and that such right to injunction shall be cumulative to whatever other remedies for actual damagesto which the Company is entitled. Employee further agrees that the Company may set off against or recoup from any amounts due under this Agreement to the extent of any losses incurred by the Company as a result of any breach by Employee of theprovisions of Paragraphs 14, 15 or 16 hereof. 

 

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18.**Severability**. Any provision in this Agreement that is prohibited or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

 

19.**Successors**. This Agreement shall be binding upon Employee and inure to his and his estate’s benefit, and shall be binding upon andinure to the benefit of the Company and any permitted successor of the Company. Neither this Agreement nor any rights arising hereunder may be assigned or pledged by: Employee or anyone claiming through Employee; or by the Company, except to anycorporation which is the successor in interest to the Company by reason of a merger, consolidation or sale of substantially all of the assets of the Company. 

 

The foregoing sentence shall not be deemed to have any effect upon the rights of Employee upon a Change of Control. 

 

20.**Controlling Law**. This Agreement shall in all respects begoverned by, and construed in accordance with, the laws of the State of Florida. 

 

21. **Notices**. Any notice required or permitted to be given hereunder shall be written and sent by registered or certified mail, telecommunicated or hand delivered at the address set forth herein or to anyother address of which notice is given: 

 

To the Company:
  CyberGuard Corporation   2000 West Commercial Boulevard   Fort Lauderdale, Florida 33309   Attention: Chief Executive Officer
To Employee:
  [at such address as appears in the records of the Company as being the last-known address of the Employee]
 

22. **EntireAgreement**. This Agreement constitutes the entire agreement between the parties hereto on the subject matter hereof and may not be modified without the written agreement of both parties hereto. 

 

23.**Waiver**. A waiver by any party of any of the terms andconditions hereof shall not be construed as a general waiver by such party. 

 

24.**Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute a single agreement. 

 

25. **Interpretation**. In the event of a conflict between theprovisions of this Agreement and any other agreement or document defining rights and duties of Employee or the Company upon Employee’s termination, the rights and duties set forth in this Agreement shall control. 

 

26. **Certain Limitations on Remedies**. Paragraph 7b. providesthat certain payments and other benefits shall be received by Employee upon the termination of Employee by the Company other than for Cause and states that these same provisions shall apply if Employee terminates his employment for Good Reason. Itis the intention of this Agreement that if the Company terminates Employee other than for Cause (and other than as a consequence of Employee’s death, disability or normal retirement) or if Employee terminates his employment with Good Reason,then the payments and other benefits set forth in Paragraph 7b. shall constitute the sole and exclusive remedies of Employee with respect to the subject matter hereof. 

 

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27.**Survival**. Notwithstanding the provisions of Paragraph 2, the provisions of Paragraphs14, 15, and 16 shall survive the expiration or early termination of this Agreement. 

 

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IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the date first abovewritten. 

 
COMPANY:CYBERGUARD CORPORATIONBy: 
Patrick J. Clawson
Its: Chief Executive OfficerEMPLOYEE:
Gary Taggart

 

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