xedar8kex_7312007.htm


     

    Exhibit
      10.1

    
              Xedar
        Corporation      

    

    
              Calendar
        2007 Management Incentive Plan      

    

     

    
 

    
      	
              1.

            	
              PURPOSE:  The
                Xedar Incentive Plan (the “Plan”) provides for the payment of cash and
                restricted stock unit (RSU) awards to key managers and executives
                of Xedar
                for achieving financial, operational, and strategic objectives during
                the
                fiscal year.  The Plan’s primary purpose is to focus
                participants’ efforts on activities considered critical to the success of
                Xedar.  The Plan is intended to assist in the retention of
                highly qualified management and executive talent by providing participants
                with the opportunity to earn annual cash compensation consistent
                with
                competitive market practices.

            


    

    


    
      	
              2.

            	
              DEFINITIONS:

            


    

    


    
      	
               

            	
              2.1

            	
              “Participant”
                refers to Mr. Hugh H. Williamson,III, an employee
                of the Company.

            


    

    


    
      	
               

            	
              2.2

            	
              “EBITDA”
                is the total annual profitability for the IT Security Consulting
                division,
                after accruing an amount for anticipated bonuses, before interest,
                taxes,
                depreciation and amortization, prior to any write-down of intangible
                assets not contemplated as of the date of this
                document.

            


    

    


    
      	
               

            	
              2.3

            	
              “Base
                Salary” refers to the total earned base compensation of a
                Participant for the year ended December 31,
                2007.

            


    

    


    
      	
              3.

            	
              PLAN
                DESCRIPTION:  The Plan provides for the payment of
                cash and restricted stock units based upon the company’s financial
                performance and the individual performance of the Participant during
                the
                fiscal year, as described in this
                Section.

            


    

    


    
      	
               

            	
              3.1

            	
              Target
                Award.  Each Participant shall be assigned a Target
                Award that is expressed as a percentage of the Participant’s Base
                Salary.  The Participant’s Base Salary and Target Award is shown
                below:

            


    

    


    Participant’s
      annual base salary:  $230,000, paid
      bi-monthly.  Terms                                     and
      Conditions: Retroactive beginning January 01, 2007,  back payments of
      cash compensation owed to Mr.  Williamson, will be calculated and
      accrue interest  at the current market prime  rate
      of  8.25%.

    


    A
      50%
      cash incentive bonus based on making three more acquisitions in 2007 for the
      IT
      Security Consulting division besides the Point One acquisition that has already
      been completed.  If one less acquisition is completed during 2007,
      then the cash incentive bonus shall be 60% of the target incentive
      bonus.  If two acquisitions or less are achieved during 2007, then
      there shall be no cash incentive bonus.

     

     

    
      
         

      

      
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    A
      33% RSU
      grant based on growing the combined entities by more than 15% during
      2007.  If growth is in the range of 13+% to 15%, then the RSU grant
      shall be 22%.  If the growth is in the range of 11% to 13%, then the
      RSU grant shall be 11%.  If growth is less than 11%, there will be no
      RSU grant.

     

    Neither
      component of this Target Award shall be earned or paid if
      the  divisions do not have positive EBITDA for the 2007 calendar
      year.

    


    
      	
               

            	
              3.2

            	
              Payment
                of Earned Awards. Awards earned under the Plan will be paid as
                soon as practicable following completion of the fiscal year, at the
                discretion of the Xedar Board of
                Directors.

            


    

    


    A
      Participant must be an employee of the Company in good standing as of the date
      awards are paid to be eligible to receive a payment under the
      Plan.  The Board of Directors may, in their sole discretion, approve
      an award, or partial award, for a former Participant whose employment terminated
      prior to the date of award for reasons of death, disability, or
      retirement.

    


    
      	
              4.

            	
              PLAN
                ADMINISTRATION.  The Plan shall be administered by
                the Board of Directors of Xedar, (the “Board”) who shall have the
                authority to interpret the provisions of the Plan, to correct any
                defect,
                supply any omission or reconcile any inconsistency in the Plan, and
                to
                make all determinations necessary for the effective operation of
                the
                Plan.  Any action taken or determination made by the Board in
                the administration of the Plan shall be conclusive and
                binding.

            


    

    


    
      	
              5.

            	
              AMENDMENT
                OR TERMINATION OF THE PLAN.  The Board may amend
                the Plan at any time, provided such action does not adversely affect
                the
                rights of Participants as of the date of the amendment, suspension
                or
                termination.  If during calendar year 2007 a substantial portion
                or all of the XeDAR holdings are sold, this incentive plan will become
                void, and a new plan will be put into place that anticipates the
                division’s performance through the end of the year as a result of such
                acquisition or divestiture.

            


    

    


    
      	
              6.

            	
              MISCELLANEOUS
                PROVISIONS.

            


    

    


    
      	
               

            	
              6.1

            	
              Unsecured
                Status of Claim.  Participants shall have no legal or
                equitable rights, interests or claims in any specific property or
                assets
                of the Company.  No assets of Xedar shall be held under any
                trust for the benefit of Participants, or held in any way as collateral
                security for the fulfillment of any obligations under the
                Plan.

            


    

    


    
      	
               

            	
              6.2

            	
              No
                Right of Employment.  Nothing contained in the Plan,
                nor any action taken in the administration of the Plan, shall be
                construed
                as a contract of employment or as conveying to a Participant any
                right to
                be retained in the service of
                Xedar.

            


    

     

     

     

    
      
         

      

      
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              6.3

            	
              Right
                of Offset.  If a Participant becomes entitled to a
                payment under the Plan and if at such time the Participant has any
                debt,
                obligation or other liability outstanding representing an amount
                owing to
                Xedar, then Xedar may offset such amount against the amount of the
                payment
                otherwise due the Participant under the
                Plan.

            


    

    


    
      	
               

            	
              6.4

            	
              No
                Right of Assignment.  No person shall have any right to
                commute, sell, assign, transfer, pledge, anticipate, mortgage or
                otherwise
                encumber, hypothecate or convey in advance of actual receipt any
                benefit
                payable under the Plan, or any part thereof, or any interest
                therein.  No portion of the amounts payable under the Plan
                shall, prior to actual payment, be subject to seizure, attachment,
                lien or
                sequestration for the payment of any debts, judgements, alimony or
                separate maintenance owed by a Participant or any other person, nor
                be
                transferable by operation of law in the event of a Participant’s or any
                other person’s bankruptcy or insolvency.  Any such transfer or
                attempted transfer in violation of the preceding provisions shall
                be
                considered null and void.

            


    

    


    
      	
               

            	
              6.5

            	
              Validity.  In
                the event that any provision of the Plan is held to be invalid, void,
                or
                unenforceable, the same shall not affect, in any way whatsoever,
                the
                validity of any other provision of the
                Plan.

            


    

    


    
      	
               

            	
              6.6

            	
              Withholding
                Tax.  Xedar shall withhold from all payments due under
                the Plan an amount sufficient to satisfy any federal, state, and
                local tax
                withholding requirements.

            


    

    


    
      	
               

            	
              6.7

            	
              Applicable
                Law.  The Plan shall be governed in accordance with the
                laws of the State of Colorado.

            


    

    


    
      	
               

            	
              6.8

            	
              Rights
                and Obligations.  The rights and obligations under the
                Plan shall be binding upon Xedar, its successors and assigns and
                the
                Participants.

            


    

    


    Plan
      Participation Agreed to
      By:                                                                                     COMPENSATION
      COMMITTEE

    


    


    /s/
      Hugh H.
      Williamson,III________                                                                                  
/s/ John P. Moreno_______________

    Mr.
      Hugh
      H.
      Williamson,III                                                   
                                            
Mr. John P. Moreno, Chair

    


    Title:
      XeDAR, Chairman &
CEO                                                                                         _____________

                             Date

    _____________

    Date

                           
      /s/ Trusten A. McArtor_______________

                                  Trusten
      A. McArtor

    


                                                         
      _____________

                                                          
Date

     

    
      
         

      

      
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