Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered into as of the 8th day of July, 2003
(“Effective Date”), by and between RGII TECHNOLOGIES, INC., a Maryland
corporation with its principal place of business located at 1997 Annapolis
Exchange Parkway, Suite 210, Annapolis, Maryland (the “Company” or “Employer”)
and KATHRYN B. FREELAND who resides at 8105 Pinehurst Harbour Way, Pasadena, MD
21122 (“Employee”).


 


WITNESSETH:


 


WHEREAS, the
Company desires to employ the Employee and the Employee desires to continue
such employment on the terms and subject to the conditions hereinafter set
forth; and


 


WHEREAS, the
Company and the Employee desire and intend that this Agreement shall supercede
and replace in the entirety any other agreement or agreements between the
Company and the Employee concerning the Employee’s employment with the Company.


 


NOW THEREFORE, in
consideration of the premises and the mutual promises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree that from and after the Effective
Date, the following terms and conditions shall apply to the Employee’s
employment by the Company:


 


1.                                       Employment.  The Company hereby employs the Employee and
the Employee accepts such employment as Chief Executive Officer.


 


2.                                       Term.


 


(a)                                  The
term of this Agreement shall be that period commencing on the Effective Date
and terminating three (3) years from the Effective Date (the “Expiration
Date”), unless extended by mutual written agreement of the parties.


 


(b)                                 For
purposes of this Agreement, “Term” shall mean the Term described in Section 2(a) above and any extension or
renewal thereof or any period that Employee remains employed by Company or any
of its affiliates.  Sections 6 through and including 12, 14 and 15
of this Agreement, and any other provision which by its nature is intended to
continue after the Term, shall survive any expiration or termination of this
Agreement.


 


3.                                       Duties.  The Employee is employed hereunder during
the Term as Chief Executive Officer of the Company and agrees to perform the
duties which are normally incident to such position, including, without
limitation, those duties specified by the Board of Directors of the Company
(“Board”) which are consistent with such position.  The Employee shall report directly to the Board of which the
Employee shall be a member in accordance with the provisions of Section 5.10 of
that certain Stock Purchase Agreement of even date herewith between the
Employee, as seller and the Employer, as buyer (the “Stock Purchase
Agreement”).


 

















 


4.                                       Scope.  The Employee shall devote her full time,
ability, and attention to the business of the Company and its affiliates during
normal working hours from the Effective Date.


 


5.                                       Compensation
and Benefits.  During the Term, the
Employee shall be entitled to the following compensation and benefits:


 


(a)                                  Salary.  The Company shall pay to the Employee an
annual salary in the amount of Two Hundred Eighty Seven Thousand Five Hundred
Dollars ($287,500), such compensation to be subject to annual increase at the
discretion of the Board. The Salary shall be paid to the Employee in equal
installments in accordance with the regular employee pay periods and practices
established by the Company.  The annual
salary to be paid to the Employee by the Company under this Section 5(a) during the Term of this
Agreement is sometimes referred to in this Agreement as the “Salary.”


 


(b)                                 The
Employee shall be entitled to participate in all employee benefit programs
which the Company now or shall hereafter have in effect for which the Employee
is eligible; however, such benefits shall include, at a minimum those benefits
referenced on Exhibit A hereto and such other benefits as shall be conferred to
the Employee by the Board.


 


(c)                                  The
Employee shall be entitled to paid vacation days, paid holidays and other
benefits in accordance with the Company’s policies in effect as of the
Effective Date, and shall be given full credit for all of the Employees’
existing accrued vacation and holiday pay.


 


(d)                                 The
Company shall deduct from the Employee’s compensation, all applicable local,
state, Federal or foreign taxes, including income tax, withholding tax, social
security tax and pension contributions (if any) from the compensation earned by
the Employee.


 


(e)                                  Employee
shall be entitled to receive such perquisites as set forth on Exhibit A
to this Agreement.


 


(f)                                    Employee
shall be eligible to participate in stock option and similar equity based
compensation programs as shall be implemented by the Board or by the Company’s
parent.


 


6.                                       Non-Competition
and Non-Solicitation.


 


(a)                                  Non-Competition.  As an officer of the Company, Employee has
acquired knowledge of Confidential Information (as defined below), trade
secrets and know-how of the Company. 
Employee acknowledges that the Confidential Information (as defined
below), trade secrets and know-how to which she has had access would play a
significant role were she to directly or indirectly be engaged in any business
in Competition (as defined below) with the Company, the Buyer and/or any of
their present affiliates (collectively, the “Covered Parties” and each, a
“Covered Party).  During the Term and for
four (4) years following termination of employment for any reason (the
“Restrictive Period”), Employee agrees that, without the prior written consent
of Computer Horizons Corp., a Covered Party, (A) she will not, directly or 


 


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indirectly, either as principal, manager, agent,
officer, stockholder, director, consultant, partner, investor, lender or
employee or in any other capacity, carry on, be engaged in or have any
financial interest in (other than a passive ownership or investment position of
less than five percent (5%) in any company whose shares are publicly traded),
any business, which is in Competition (as hereinafter defined) with the
business of any Covered Party.


 


(b)                                 Non-Solicitation.  During
the Restrictive Period, Employee shall not, individually or on behalf of any
other Person, directly or indirectly:


 


(i)                                     (A)
seek to induce or otherwise cause any client or customer under contract with
any Covered Party or any prospective client or customer to which any Covered
Party has, to the knowledge of Employee, made or taken concrete steps to make a
proposal at that time to (1) cease being a customer of or to not become a
customer of any Covered Party, (2) divert any business of such customer from
any Covered Party, or otherwise, to discontinue or alter in a manner adverse to
any Covered Party, such business relationship, or (3) otherwise interfere with,
disrupt, or attempt to interfere with or disrupt, the contractual relationship
between any Covered Party and any of its customers or clients, suppliers,
consultants, or employees, or (B) solicit for business, provide services to, do
business with or become employed or retained by, any client or customer of any
Covered Party or potential customer solicited by any Covered Party except that
nothing herein shall restrict the ability or right of Employee to (x) become
employed by any Governmental Authority, or (y) perform services completely
unrelated to the services provided by a Covered Party, or


 


(ii)                                  hire,
solicit or encourage to leave the employment or service of any Covered Party
(or any future Affiliate of a Covered Party), any officer or employee of, or
any consultant to, any Covered Party (or any future Affiliate of a Covered
Party), or hire or participate (with another company or third party) in the
process of hiring any Person who is then, or who within the preceding six (6)
months was, an employee of any Covered Party (or future Affiliate thereof), or
provide names or other information about the Company’s employees to any Person
or business under circumstances which could lead to the use of that information
for purposes of recruiting or hiring; provided, however that
Employee shall not be deemed to have violated this clause (ii) if an employee
of a Covered Party (or any future affiliate thereof) responds directly to a
general advertisement of another Person as long as Employee has no involvement
or participation in the employment of such Person.


 


(c)                                  Definitions.  For purposes of this Agreement, the
following words shall have the meanings ascribed to such words:


 


1.                                       “Person”
means any individual, firm, partnership, company or other entity, and shall
include any successor (by merger or otherwise) to such entity.


 


2.                                       “Competition”
– A business shall be deemed to be in “competition” with a Covered Party if it
is engaged in any business carried on by a Covered 


 


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Party (or in any business in which Employee knows a
Covered Party has taken concrete steps toward engaging) in any location in
which the business of any Covered Party is then being conducted or its products
or services are being sold, and competes, directly or indirectly, with any
Covered Party.


 


7.                                       Non-Disturbance.  During
the Restrictive Period, Employee shall not engage in any pattern of conduct
that involves the making or publishing of written or oral statements or remarks
(including, without limitation, the repetition or distribution of derogatory
rumors, allegations, negative reports or comments) which are disparaging,
deleterious or damaging to the integrity, reputation or goodwill of any Covered
Party (or future Affiliate of a Covered Party) or its management.  In addition, during the Restrictive Period,
Employee shall not (i) take any action that would adversely affect any contractual
or customer or supplier relationships of any Covered Party (or future Affiliate
thereof), including without limitation any action that would result in a
diminution in business, or (ii) otherwise take any action that is known by
Employee to be detrimental to the best interests of a Covered Party (or future
Affiliate thereof).


 


8.                                       Confidentiality.


 


(a)                                  Employee
shall keep confidential and shall not, without the prior express written
consent of the Company, use, disclose, reveal, publish, transfer or provide
access to any and all information relating to any Covered Party’s (or future
Affiliate’s) products, facilities, methods, know-how, trade secrets and other
intellectual property, software, source code, systems, procedures, manuals,
confidential reports, product price lists, customer and supplier lists,
financial information (including revenues, costs or profits associated with any
of Covered Party’s products), bids and proposals, legal opinions, records and
specifications which are owned, developed, used or retained by any Covered
Party (or future Affiliate thereof) and which have not been publicly disclosed
(excluding limited disclosures for business purposes) and other information of
any third party which any Covered Party (or future Affiliate thereof) is under
an obligation to keep confidential, and any and all documentation in any form
and of every kind or type relating to the foregoing (hereinafter collectively
referred to as the “Confidential Information”).


 


(b)                                 Notwithstanding
the foregoing limitation, the obligations set forth in Section 8(a) hereof shall not apply to any
information that would constitute Confidential Information but that (i) is
known or available through other lawful sources and to the Employee’s knowledge
not bound by a confidentiality agreement with the disclosing party; (ii) is or
becomes publicly known or generally known through no fault of Employee; (iii)
is already in the possession of the Person receiving the information through
lawful sources not bound by a confidentiality agreement and through no fault of
Employee; (iv) the applicable Covered Party (or future Affiliate thereof)
agrees in writing may be disclosed or (v) is required to be disclosed pursuant
to law or court order (provided that, if possible, the applicable Covered Party
(or future Affiliate thereof) is given reasonable prior written notice).


 


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9.                                       Restrictive
Covenants.


 


(a)                                  Not
Related to Employment.  The
restrictive covenants contained in Sections 6
through and including 8 (the “Restrictive Covenants”) have been
agreed to as part of the conditions of employment and shall continue to apply
throughout the entire Term of this Agreement and the Restrictive Period without
regard to the circumstances surrounding any termination of employment of
Employee by any Covered Party.


 


(b)                                 Rights
and Remedies Upon Breach.  If
Employee breaches or threatens to breach any of the Restrictive Covenants, the
Company shall have the following rights and remedies, each of which rights and
remedies shall be independent of the others and severally enforceable, and each
of which is in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity:  (i) the right and remedy to have the Restrictive Covenants
specifically enforced by any court of competent jurisdiction, without any
requirement that the Company post any bond, it being agreed that any breach of
the Restrictive Covenants would cause irreparable injury to the Company and
that money damages would not provide an adequate remedy to the Company (ii) the
right to recover actual damages, and (iii) the right to receive reimbursement
for the Company’s reasonable attorneys’ fees and costs incurred as a result of
Employee’s breach.


 


(c)                                  Severability
of Covenants.  Employee acknowledges
and agrees that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects.  If any court determines that any of the
Restrictive Covenants, or any part thereof, are invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect without regard to the invalid portions.


 


10.                                 Developments.  If at any time or times during the Term,
Employee shall (either alone or with others) make, conceive, discover or reduce
to practice any invention, modification, discovery, design, development,
improvement, process, software program, work of authorship, documentation,
formula, data, technique, know-how, secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registrable
under copyright or similar statutes or subject to analogous protection) (herein
called “Developments”) that (a) relates to the business of the Company or any
customer of or supplier to the Company or any of the products or services being
developed, manufactured or sold by the Company or which may be used in relation
therewith, (b) results from tasks assigned to Employee by the Company or (c)
results from the use of premises or personal property (whether tangible or
intangible) owned by, leased by or contracted for the Company, such
Developments and the benefits thereof shall immediately become the sole and
absolute property of the Company and its assigns.  Employee shall promptly disclose to the Company (or any persons
designated by it) each such Development and hereby assign any rights that
Employee may have or acquire in the Developments and benefits and/or rights
resulting from the Development to the Company and its assigns without further
compensation and shall communicate, without cost or delay, and without
publishing the same, all available information relating thereto (with all
necessary plans and models) to the Company.


 


(a)                                  Upon
disclosure of each Development to the Company, Employee will, during the Term
and at any time thereafter, at the request and cost of the Company, sign,
execute, make and do all such deeds, documents, acts and things as the Company
and its duly authorized agent may reasonably require:


 


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(i)                                     to
apply for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection in
any country throughout the world relating to such Development and when so
obtained or vested to renew and restore the same; and


 


(ii)                                  to
defend any opposition proceedings in respect of such applications and any
opposition proceedings or petitions or applications for revocation of such letters
patent, copyright or other analogous protection relating to each Development.


 


In the event the Company is unable, after reasonable
effort, to secure Employee’s signature on any letters patent, copyright or
other analogous protection relating to a Development, whether because of
Employee’s physical or mental incapacity or for any other reason, Employee
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Employee’s agent and attorney-in-fact, to act for and in
Employee’s behalf and stead to execute and file any such application or
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright or other analogous
protection thereon with the same legal force and effect as if executed by
Employee.


 


(b)                                 All
decisions relative to patents, trademarks, copyrights or other petitions shall
be at the sole discretion of the Company, including, without limitation,
decisions as to whether and where applications shall be filed, pursued and
abandoned.


 


(c)                                  Employee
may request a release or partial release from this Agreement as to any specific
Development which is not being used, or is not contemplated being used.  Such release may, if granted by the Company
and in the Company’s sole discretion, be full or limited or may contain such
other restrictions and conditions as the Company may require.


 


(d)                                 Employee
represents that the Employee has no agreements or obligations to others in
conflict with this Section 10 and
that the Employee does not own or have an interest in any patent, patent
applications or Development except as disclosed in writing and attached to this
Agreement.  Employee represents that the
Developments identified in the attached pages, if any, comprise all the
unpatented and copyrighted Developments which Employee has made or conceived
prior to the employment, which Developments are excluded from this Agreement.


 


11.                                 Conflicts
of Interests.  Without the prior
written approval of the Board, Employee shall not engage in any activity which
is in conflict with the Company’s interest. 
In furtherance of this covenant, Employee agrees during the Term as
follows:


 


(a)                                  Employee
will not engage in any other employment or business activity during working hours
or at Employee’s work location;


 


(b)                                 Employee
will not engage in any outside employment or activity which would conflict with
or compete with Company’s business;


 


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(c)                                  Employee
will notify the Board of any conflicts of interest or excessive gifts or offers
of gifts or remuneration from clients, suppliers, or others doing or seeking to
do business with the Company;


 


(d)                                 Employee
will not receive remuneration from any party doing business with or competing
with Company unless the prior written consent of the Board is first obtained;


 


(e)                                  Employee
will promptly inform Board of any business opportunities that come to the
attention of Employee that relate to the existing or prospective business of
Company;


 


(f)                                    Employee
agrees to comply with all rules and policies of Company including those
relating to conflicts of interest; and


 


(g)                                 Employee
will promptly notify an officer or director of the Company in writing of any
transaction of which the Employee is aware involving the Company and any other
party, that is not an arms-length transaction or in which the other party is an
affiliate, as that term is defined in Rule 12b-2 of the regulations promulgated
under the Securities Exchange Act of 1934, of an employee of the Company.  Employee will not cause or permit the
Company to participate in any such transaction without the advance written
consent of an officer or director of the Company.  The parties acknowledge and agree that the Company is,
contemporaneous with its entering into this Agreement, also entering into an
employment agreement with Richard Gregory Freeland, the husband of the
Employee.


 


12.                                 Compliance
with Laws.  Employee agrees to
comply with all applicable laws, regulations, and other requirements of any
country which apply to actions, omissions, or transactions of Employee or
Company or Employee’s performance of her duties for the Company.  Further, Employee agrees to comply with all
applicable laws and regulations and Company policies and rules relating to and
to refrain from any conduct which constitutes unlawful discrimination or sexual
harassment.  Employee shall indemnify,
hold harmless and defend the Company against any violations or claimed
violations of Employee’s obligations herein.


 


13.                                 Termination.


 


(a)                                  Death,
Disability, Change in Control, Breach or Cause.  Notwithstanding any provision of this Agreement to the contrary,
Employee’s employment shall terminate upon her death, and the Company may
terminate, subject to compliance with the provisions of Section 14, Employee’s
employment by giving Employee written notice of such termination (i) for Cause,
as hereinafter defined; (ii) if Employee shall become physically or mentally
incapacitated and by reason thereof, in the good faith judgment of the Board of
Directors, is substantially impaired from performing all of her duties
hereunder for a period of at least ninety (90) consecutive days, and such
condition is likely to continue for at least six months, in the opinion of a
certified medical doctor (“Disability”); or (iii) other than for Cause,
following at least ninety (90) days prior written notice .  For the purposes of this Agreement, “for
Cause” shall mean any of the following events: (i) the willful failure to
perform the duties 


 


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reasonably assigned to Employee by the Company after
detailed written notice from the Company of such failure and a thirty (30) day
cure period to remedy the deficiency described in such notice, (ii) a good
faith finding by the Board, after reasonable written notice and an opportunity
to be heard, of Employee’s dishonesty involving the Company or willful
misconduct, (iii) material breach of any employment, consulting, advisory,
non-disclosure, non-competition or other similar agreement between the Company
and Employee or (iv) Employee’s conviction of guilt, or plea of guilty, to a
felony or other indictable offense.


 


(b)                                 Employee,
at her option, shall be able to terminate this Agreement upon written notice
given to the Secretary of the Company within ninety (90) days of an occurrence
of a “Change in Control” of the Company or any entity controlling the Company,
including Computer Horizons Corp. (referred to collectively in this Section 13
as the Company).  For purposes of this
Agreement, a “Change of Control” shall be deemed to have occurred if: (i) any
person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), excluding the Company, any Subsidiary and any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of any such plan acting in his capacity as trustee), but
including a “group” as defined in Section 13(d)(3) of the Exchange Act, becomes
the beneficial owner of shares of the Company having at least 20% of the total
number of votes that may be cast for the election of directors of the Company;
(ii) the shareholders of the Company shall approve any merger or other business
combination of the Company, sale of all or substantially all of the Company’s
assets or combination of the foregoing transactions (a “Transaction”), other
than a Transaction involving only the Company and one or more of its
Subsidiaries, or a Transaction immediately following which the shareholders of
the Company immediately prior to the Transaction continue to have a majority of
the voting power in the resulting entity (excluding for this purpose any
shareholder owning directly or indirectly more than 10% of the shares of the
other company involved in the Transaction), or (iii) within any 24 month period
beginning on or after the date hereof, the persons who were directors of the
Company immediately before the beginning of such period (the “Incumbent
Directors”) shall cease (for any reason other than death) to constitute at
least a majority of the Board or the board of directors of any successor to the
Company, provided that, any director who was not a director as of the date
hereof shall be deemed to be an Incumbent Director if such director was elected
to the Board by, or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Incumbent Directors either
actually or by prior operation of this Section 13(b) unless such election,
recommendation or approval was the result of an actual or threatened election
contest of the type contemplated by Regulation 14a-11 promulgated under the
Exchange Act or any successor provision. 
Notwithstanding the foregoing, no Change of Control of the Company shall
be deemed to have occurred for purposes of this Agreement by reason of any
actions or events in which the Employee participates in a capacity other than
in his capacity as an executive or director of the Company, provided that the
Employee voting or tendering, exchanging or otherwise disposing of any or all
his shares of the Company’s capital stock shall not be deemed
participation.  For purposes of this
Section 13(b), “Subsidiary” shall mean any entity in which the Company owns,
directly or indirectly, at least 50% of the outstanding securities generally
entitled to vote for the election of directors.  Notwithstanding anything contained in this Agreement to the
contrary, if, while the Employee is employed by the Company, a Change in
Control shall occur with or without the prior approval of the Incumbent
Directors, then the Company shall immediately pay the Employee a lump sum
amount equal to twice the Employee’s Salary for the year in which the Change in
Control occurred; provided, however,
that the amount so paid shall not exceed twice the Employee’s “base 


 


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amount”, as such term is defined in Section 280(G) of
the Internal Revenue Code.  The lump sum
payment specified in the preceding sentence shall be made in addition to any
other compensation due to the Employee, or her beneficiaries, by the Company,
including but not limited to salary, severance pay, consulting fees, disability
benefits, termination benefits, retirement benefits, life and health insurance
benefits, stock ownership or stock option benefits.


 


(c)                                  Both
the Company’s and Employee’s rights of termination shall be in addition to and
shall not affect the Company’s rights and remedies under other sections of this
Agreement, and such rights and remedies under such sections shall survive
termination of this Agreement and Employee’s employment.


 


(d)                                 Employee
agrees that upon the request of Company, Employee will promptly, without
notice, submit to testing for the use of drugs or controlled substances.


 


14.                                 Compensation
Upon Termination.  Upon termination
of employment as provided herein, Employee shall be entitled to the following
benefits, provided that a termination occurs during the Term of this Agreement:


 


(a)                                  Disability.  During any period that the Employee fails to
perform full-time duties with the Company as a result of Disability, the
Employee shall continue to be paid an amount equal to the Salary at the rate in
effect at the commencement of any such period through the date of termination
for Disability with such Salary to be paid in the same manner as set forth in Section 5(a), together with all amounts
payable to the Employee under any disability plans or policies of the
Company.  Thereafter, Employee benefits
shall be determined in accordance with the insurance programs of the Company
then in effect.


 


(b)                                 Death.  If employment shall be terminated by reason
of death, then the Company shall pay to the Employee’s estate the Employee’s
Salary at the rate then in effect through the date of termination, it being
understood that no impairment of the rights of any beneficiaries of the
benefits referenced in Exhibit A shall occur in such event.


 


(c)                                  For
Cause or Voluntary Terminations.  If
employment shall be terminated by the Company for Cause or by Employee for any
reason, then the Company shall pay to Employee the Salary at the rate then in
effect through the date of termination at the rate in effect at the time a
notice of termination is given and shall pay any other amounts payable to
Employee through the date of termination pursuant to any other compensation
plans, programs, or this Agreement. Upon such payment(s), the Company shall
have no further obligation to Employee under this Agreement.


 


(d)                                 Other
than for Cause, Death, or Disability. 
If employment shall be terminated by the Company other than for Cause or
death or Disability of Employee, then Company shall pay to Employee the Salary
at the rate then in effect for the greater of (i) the remainder of the original
Term or (ii) for one (1) year following such termination, with such Salary to
be paid in the same manner as set forth in Section
5(a).  In addition, all
unvested stock options granted to the Employee shall immediately vest and the
Company shall be responsible at its expense for the continuance of health and
welfare benefits referenced on Exhibit A for one year.


 


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15.                                 Miscellaneous.


 


(a)                                  Cumulative
Remedies.  If either party breaches
any provisions or covenants set forth in this Agreement, the other party shall
be entitled to pursue any remedy available in law or in equity.  The parties agree that remedies for breach
of this Agreement are cumulative.


 


(b)                                 Successors,
Binding Agreement.  This Agreement
shall inure to the benefit of and be enforceable by the parties and their legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  The Company may
assign this Agreement to any parent or affiliate and Employee hereby consents
to such appointment.


 


(c)                                  Notice.  Any and all notices, requests or other
communications provided for herein shall be given in writing and sent by hand
delivery or by recognized overnight delivery service or by registered or
certified mail, return receipt requested, with postage prepaid.  Such notices shall be addressed to the
parties at their respective addresses set forth on the first page of this
Agreement, unless notice of a change in address is furnished in the manner
provided in this Section 15(c).
Any such notice shall be deemed given when so delivered personally, or by
overnight delivery service, one day after the date of deposit to such overnight
delivery service or, if mailed, three days after the date of deposit in the
United States mail.  Any notice which is
required to be made within a stated period of time shall be considered timely
if delivered before midnight of the last day of such period.


 


(d)                                 Waiver.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in a writing signed by the parties hereto.  No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by any other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.


 


(e)                                  Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof.  There are no
other written, verbal, express, or implied agreements, understandings, or
representations between the parties except as have been expressly set forth in
this Agreement.  This Agreement
supercedes and replaces in the entirety any other agreement or agreements
between the Company and the Employee concerning the terms and conditions of
Employee’s employment with the Company, including, without limitation, that
certain Employment Agreement dated January 1, 1996, as amended.


 


(f)                                    Choice
of Law and Arbitration.  This
Agreement shall be governed, construed and enforced in accordance with the
internal laws, and not the laws of conflicts, of the State of Maryland.  Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
in the Washington, D.C. metropolitan area, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having
jurisdiction thereof; provided, however, that either party shall be
entitled to seek injunctive relief or specific 


 


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performance of its rights hereunder in a court of
competent jurisdiction during the pendency of any dispute or controversy
arising under or in connection with this Agreement.


 


(g)                                 Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


(h)                                 Attorneys’
Fees and Costs.  If any action at
law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
which she may be entitled.


 


(i)                                     Authority.  Employee’s authority shall be subject to
directives and resolutions of the Company’s Board of Directors .


 


 


Execution
Page to Follow


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the Effective Date.


 


 


	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kathryn B. Freeland

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  RGII TECHNOLOGIES, INC., a
  Maryland

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  R. Gregory Freeland, President

  	
   

  



 


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Exhibit
A


Perquisites


 


1.               Health Insurance:
Company will pay all such costs at Company Family rate.


 


2.               Dental:
Company will pay all such costs at Company Family rate.


 


3.               Vision:
Company will pay all such costs at Company Family rate.


 


4.               Short Term
Disability: Company will pay all such costs at Company rate.


 


5.               Long Term
Disability: Company will pay all such costs at Company rate.


 


6.               Life
Insurance/Deferred Compensation: $4,166.67 per month.


 


7.               Automobile
Allowance: $1,231.51 per month.


 


8.               Automobile
Repair/Maintenance/Insurance: Company will pay all such costs.


 


9.               Parking:
Company will pay all such costs.


 


10.         Corporate American
Express Card: For reasonable business-related expenses.


 


11.         All Accrued Leave (per
year):


Annual:                                                     25
days


Sick:                                                                       5
days


Holidays:                                             10 days


 


12.         Annual Leave Payout:
Employee shall have the option each year to pay out unused annual leave balance
or carry over into next year.


 


13.         Club Dues: Payment
of monthly dues for City Club through date of employment.


 


14.         Cell Phone:
Company will pay all such charges.


 


15.         Training: N/A
unless directed by a Covered Party at which time training costs and associated
fees would be 100% paid by the Company.


 


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