Employment Agreement with Kirk Harrington



 Exhibit 10.23 
 

 
 3189 Airway Avenue, Bldg. C 
 Costa Mesa, CA 92626 
 714-427-6363 
 Fax 714-427-6361 
 Mr. Kirk Harrington 
 52-18 Van Loon Street 
 Elmhurst, NY 11373 
 March 16, 2009 
 Dear Kirk, 
 We would like to make you the following job offer: 
 Senior Vice President 
 Director Warfighter Division / Government Relations 
 Reporting: Directly to Chairman/CEO 
 Direct reports: t.b.d. 
 Compensation package: 
  

	 	•	 	 $180,000 annual base pay 


  

	 	•	 	 Options as per company stock option plan: 


  

	 	•	 	 Sign-up bonus: 30,000 options, vested 1 year, issued after three months of employment 


  

	 	•	 	 Options: 30,000 options per end of each year of employment, vested 1 year 


  

	 	•	 	 50,000 options at first U.S. Defense funding larger than $500,000 organized, and such for every subsequential funding larger than $500,000



  

	 	•	 	 Cash bonus based on Lehman Scale (attachment 1) for all funding you are clearly involved with we directly receive as grants or otherwise from (U.S.) Army, Navy, Air
Force, Government 


 Benefits: 
  

	 	•	 	 401k as per company regulation 


  

	 	•	 	 Health and dental insurance 


  

	 	•	 	 15 days of vacation 









 

 
 Equipment 
  

	 	•	 	 As needed 


 Work base 
  

	 	•	 	 New York /Florida 


 Most company regulations are
documented in the employee handbook. 
  

					
	Sincerely,	 		 	Accepted Date: 17 March 09
			
	 /s/ Chris J. Stern
	 		 	 /s/ Kirk Harrington

	Chris J. Stern	 		 	Kirk Harrington
	Chairman/CEO	 		 	

  

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 Attachment 1: Lehman Scale 
 Lehman Scale 
  

																			
	 Aggregate Consideration
	  	5.00%	  	4.00%	  	3.00%	  	2.00%	  	1.00%	  	Compensation
	 $500,000
	  	$	25,000	  			  			  			  			  	$	25,000
	 $1,000,000
	  	$	50,000	  			  			  			  			  	$	50,000
	 $2,000,000
	  	$	50,000	  	$	40,000	  			  			  			  	$	90,000
	 $3,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  			  			  	$	120,000
	 $4,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  			  	$	140,000
	 $5,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	10,000	  	$	150,000
	 $6,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	20,000	  	$	160,000
	 $7,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	30,000	  	$	170,000
	 $8,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	40,000	  	$	180,000
	 $9,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	50,000	  	$	190,000
	 $10,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	60,000	  	$	200,000
	 $11,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	70,000	  	$	210,000
	 $12,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	80,000	  	$	220,000
	 $13,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	90,000	  	$	230,000
	 $14,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	100,000	  	$	240,000
	 $15,000,000
	  	$	50,000	  	$	40,000	  	$	30,000	  	$	20,000	  	$	110,000	  	$	250,000

 “Aggregate Consideration” means the total amount of cash paid directly or indirectly by
the grantor, as well as the fair market value of all other property conveyed and/or liabilities assumed directly or indirectly in connection with the Transaction. Aggregate Consideration includes up-front payments, milestone payments, licensing
payments, equity or debt investments, development payments and other payments made to or to be made to Company in connection with the Transaction, provided such consideration is obligated at the time of closing.