The members of the Audit Committee are:Morton S. Taubman (Chair)
James Ritter
George Norwood | · | Morton S. Taubman (Chair) |
The Audit Committee met four times in 2008.2009. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934. The primary functions of this Committee are to: appoint (subject to shareholder approval), and be directly responsible for the compensation, retention and oversight of, the firm that will serve as the Company’s independent accountants to audit our financial statements and to perform services related to the audit (including the resolution of disagreements between management and the independent accountants regarding financial reporting); review the scope and results of the audit with the independent accountants; review with management and the independent accountants, prior to the filing thereof, the annual and interim financial results (including Management’s Discussion and Analysis) to be included in Forms 10-K and 10-Q, respectively; consider the adequacy and effectiveness of our internal accounting controls and auditing procedures; review, approve and thereby establish procedures for the receipt, retention and treatment of complaints received by WidePoint regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; review and approve related person transactions in accordance with the policies and procedures of the Company; and consider the accountants’ independence and establish policies and procedures for pre-approval of all audit and non-audit services provided to WidePoint by the independent accountants who audit its financial statements. At each meeting, Committee members may meet privately with representatives of Moss Adams LLP, our independent accountants, and with WidePoint’s Executive Vice President and Chief Financial Officer. The Board has determined that Mr. Taubman, an independent director, satisfies the “accounting or related financial management expertise”“financially sophisticated” requirements set forth in the NYSE AMEX Corporate Governance Rules,Amex Company Guide, and has designated Mr. Taubman as the “audit committee financial expert”,expert,” as such term is defined by the SEC.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Statements of Changes in Beneficial Ownership of Securities on Form 4 are generally required to be filed before the end of the second business day following the day on which the change in beneficial ownership occurred. Based on athe Company's review of Forms 3 and 4 filed during 2008, Mr. James Ritter failed to2009, all such Forms 3 and Forms 4 were filed on a timely file one Form 4 reporting one transaction.
basis.
| ITEM 11. | EXECUTIVE COMPENSATION.COMPENSATION. |
The following table contains information about the Chief Executive Officer and the four other most highly paid executive officers whose total compensation earned during
20082009 exceeded $100,000.
Name and
Principal Position
| Year
| Salary
($)
| Bonus
($)
| Stock
Awards
($)
| Option
Awards
($)(1)
| Non-Equity
Incentive Plan
Compensation
($)
| Nonqualified
Deferred
Compensation
Earnings
($)
| All Other
Compensation
($)(2)
| Total
($)
|
|---|
| Steve Komar | 2008 | 94,167 | -- | -- | -- | -- | -- | 7,200 | 101,367 |
| Chief Executive | 2007 | 40,0 00 | -- | -- | -- | -- | -- | 7,200 | 47,200 |
| Officer |
James McCubbin | 2008 | 141,875 | 40,000 | -- | -- | -- | -- | 6,000 | 187,875 |
| Executive Vice | 2007 | 119,000 | -- | -- | -- | -- | -- | 6,000 | 125,000 |
| President, Chief |
| Financial Officer, |
| Secretary and Treasurer |
Ron Oxley (3) | 2008 | 112,500 | -- | -- | 202,500 | -- | -- | 7,000 | 322,000 |
| Executive | 2007 | -- | -- | -- | -- | -- | -- | 12,000 | 12,000 |
| Vice President |
| Sales & Marketing |
Dan Turissini | 2008 | 225,000 | -- | -- | -- | -- | -- | -- | 225,000 |
| Chief Technology | 2007 | 225,000 | 50,000 | -- | -- | -- | -- | -- | 275,000 |
| Officer and Chief |
| Executive Officer |
| of ORC (4) |
Jin Kang (5) | 2008 | 225,000 | -- | -- | 267,750 | -- | -- | -- | 492,750 |
| President, iSYS | 2007 | -- | -- | -- | -- | -- | -- | -- | -- |
| (1) Reference is made to Note 2 to the consolidated financial statements contained in our Annual Report on Form 10-K, as filed on March 31, 2009, with respect to the calculation of such amounts. |
| (2) For Mr. Komar, represents a monthly home office and cell phone allowance of $600. For Mr. McCubbin, represents a monthly home office allowance of $500. |
| (3) For Mr. Oxley, Directors fees were paid of $7,000 prior to his employment with the Company commencing in May of 2008 and 250,000 in options were granted to Mr. Oxley as a result of his employment with the Company in May of 2008, with such options being granted on July 25, 2008 at a price per common share of $0.81 with an intrinsic value of $202,500. Such options become fully exercisable on July 25, 2015, subject to acceleration upon the achievement of certain performance measures. In 2007, Mr. Oxley received a Directors fee of $12,000. |
| (4) A bonus was paid to Mr. Turissini in 2007 in connection with the extension of his employment agreement for two additional years. |
| (5) For Mr. Kang, options were granted to Mr. Kang as a result of his employment with the Company commencing in January 2008, as part of our acquisition of iSYS, LLC. Options representing 315,000 common shares were issued on January 4, 2008 at a price per common share of $0.85 per common share with an intrinsic value of $267,750. Such options became fully exercisable on April 5, 2008. Mr. Kang was not employed by the Company during 2007. |
SUMMARY COMPENSATION TABLE
Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Option Awards
($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | |
Steve Komar | | 2009 | | | 180,000 | | | | - | | | | - | | | | 7,200 | (3) | | | 187,200 | |
Chairman, President & Chief Executive Officer | | 2008 | | | 98,333 | | | | - | | | | - | | | | 7,200 | (3) | | | 105,533 | |
| | | | | | | | | | | | | | | | | | | | | | | |
James McCubbin | | 2009 | | | 180,000 | | | | 20,000 | | | | - | | | | 6,000 | (3) | | | 206,000 | |
Executive Vice President, Chief Financial Officer, Secretary and Treasurer | | 2008 | | | 144,417 | | | | 40,000 | | | | - | | | | 6,000 | (3) | | | 190,417 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Ronald Oxley (4) | | 2009 | | | 180,000 | | | | - | | | | 9,490 | | | | - | | | | 189,490 | |
Executive Vice President, Sales and Marketing | | 2008 | | | 120,000 | | | | - | | | | 202,500 | | | | 5,000 | | | | 327,500 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Dan Turissini (5) | | 2009 | | | 250,000 | | | | - | | | | - | | | | - | | | | 250,000 | |
Chief Technology Officer and Chief Executive Officer of ORC | | 2008 | | | 225,000 | | | | - | | | | - | | | | - | | | | 225,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Jin Kang (6) | | 2009 | | | 250,000 | | | | - | | | | 15,845 | | | | - | | | | 265,845 | |
Chief Executive Officer of iSYS | | 2008 | | | 225,000 | | | | - | | | | 267,750 | | | | - | | | | 492,750 | |
(1) Reference is made to Note 2 to the consolidated financial statements contained in our Annual Report on Form 10-K, as filed on March 31, 2010, with respect to the calculation of such amounts. As further described below under the heading Outstanding Equity Awards at Fiscal Year-End and in Note 2 to the consolidated financial statements contained in our Annual Report on Form 10-K, as filed on March 31, 2010, on May 11, 2009, 950,000 options held by management and other employees were cancelled and replaced with replacement options to such individuals. The amounts recognized in this column represent the proportion of earned fair market value of the Replacement Options (as defined below) over the Cancelled Options (as defined below) attributable to the applicable individual as a result of the cancellation of the Cancelled Options and the issuance of the Replacement Options.
(2) For Mr. Komar, includes a monthly home office and phone allowance of $600. For Mr. McCubbin, includes a monthly home office allowance of $500.
(3) Represents Directors’ fees received in connection with the individual’s position as a director of the Company.
(4) For Mr. Oxley, Directors fees of $5,000 were paid prior to his employment with the Company, which employment commenced in May of 2008, and 250,000 options were granted to Mr. Oxley as a result of his employment with the Company in May of 2008, with such options being granted on July 25, 2008 at a price per common share of $0.81 with an intrinsic value of $202,500. Such options become fully exercisable on July 25, 2015, subject to acceleration upon the achievement of certain performance measures. No directors fees were paid to Mr. Oxley in 2010.
(5) Mr. Turissini’s annual salary was increased by $25,000 to a total of $250,000 in July 2009 in connection with the extension of his employment agreement for an additional two years.
(6) Mr. Kang’s annual salary was increased by $25,000 to a total of $250,000 in July 2009. Options were granted to Mr. Kang as a result of his employment with the Company commencing in January 2008, as part of our acquisition of iSYS, LLC. Options representing 315,000 common shares were issued on January 4, 2008 at a price per common share of $0.85 per common share with an intrinsic value of $267,750. Such options became fully exercisable on April 5, 2008.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information on outstanding warrants, options and stock awards held by the named executive officers at December 31, 2008,2009, including the number of shares underlying both exercisable and unexercisable portions of each stock option and warrant, as well as the exercise price and expiration date of each outstanding optionoption.
| | | Option Awards |
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | Option Expiration Date |
| Steve L. Komar, | | | 425,000 | | | | - | | | | - | | | $ | 0.07 | | 7/7/2012 |
| Chairman, President & | | | 50,000 | | | | - | | | | - | | | $ | 0.09 | | 4/24/2013 |
| Chief Executive Officer | | | 50,000 | | | | - | | | | - | | | $ | 0.13 | | 12/31/2013 |
| James T. McCubbin, Executive Vice President, | | | 1,000 | | | | - | | | | - | | | $ | 1.35 | | 7/3/2010 |
| Chief Financial Officer, Secretary and Treasurer | | | 450,000 | | | | - | | | | - | | | $ | 0.17 | | 1/2/2010 |
| | | Option Awards |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | Option Expiration Date |
| Ronald Oxley | | | 12,000 | | | | - | | | | - | | | $ | 2.80 | | 8/15/2016 |
Executive Vice President, | | | 50,000 | | | | - | | | | - | | | $ | 0.54 | | 8/15/2016 |
Sales & Marketing | | | - | | | | 250,000 | | | | - | | | $ | 0.83 | | 7/25/2018 |
| | | | | | | | | | | | | | | | | | |
| Daniel Turissini, Chief Technology Officer and Chief Executive Officer of ORC | | | 470,000 | | | | - | | | | - | | | $ | 0.76 | | 9/14/2015 |
| | | | | | | | | | | | | | | | | | |
| Jin Kang | | | 315,000 | | | | - | | | | - | | | $ | 0.54 | | 1/4/2013 |
| President iSYS, LLC | | | | | | | | | | | | | | | | | |
On May 11, 2009, the Company’s Compensation Committee of the Board of Directors voted to cancel 950,000 options held by management and
warrant.
|
| Option Awards
|
|---|
Name
| Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
| Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
| Equity
Incentive Plan
Awards: Number
of Securities
Underlying
Unexercised
Unearned
Options (#)
| Option
Exercise
Price
($)
| Option Expiration Date
|
| Steve L. Komar, | 425,000 | -- | -- | $ 0.07 | 7/7/2012 |
| Chairman, |
| President & Chief | 50,000 | -- | -- | $ 0.09 | 4/24/2013 |
| Executive Officer |
| 50,000 | -- | -- | $ 0.13 | 12/31/2013 |
| 1,333,333 | -- | -- | $0.235 | 7/14/2009 |
|
| James T. McCubbin, | 1,000 | -- | -- | $ 1.35 | 7/3/2010 |
| Executive Vice |
| President, Chief | 450,000 | -- | -- | $ 0.17 | 1/2/2010 |
| Financial Officer, |
| Secretary and Treasurer | 1,333,333 | -- | -- | $0.235 | 7/14/2009 |
|
| Ronald Oxley | 12,000 | -- | -- | $ 2.80 | 8/15/2016 |
| Executive Vice |
| President, | 50,000 | -- | -- | $ 2.80 | 8/15/2016 |
| Sales & Marketing |
| -- | 250,000 | -- | $ 0.81 | 7/25/2018 |
|
| Daniel Turissini, | 470,000 | -- | -- | $ 0.76 | 9/14/2015 |
| Chief Technology |
| Officer and Chief |
| Executive Officer of |
| ORC |
|
| Jin Kang | 315,000 | -- | -- | $ 0.85 | 1/4/2013 |
| President iSYS, LLC |
|
The Company granted 565,000other employees (the “Cancelled Options”) and issue replacement options to such individuals (the “Replacement Options”). The optionees all concurred with such action by the named executive officersCompensation Committee. The Cancelled Options had varying exercise prices ranging from $0.85 to $2.80 with a weighted average exercise price of $1.06 per share. The exercise price of the Replacement Options was set at $0.54 per share. Other than the exercise price per share, there are no differences in 2008the terms between the Cancelled Options and the Replacement Options. The incremental additional fair value of the Replacement Options was calculated to be approximately $64,000, which was determined by calculating the fair value of the Cancelled Options as they existed on May 11, 2009 immediately prior to cancellation as compared to the fair value on the same date of the exercise price of the Replacement Options. This amount of additional fair value of the Replacement Options will be recognized over the vesting period of the Replacement Options. Since some of the Replacement Options were fully vested at May 11, 2009, there was an expense of approximately $45,000 recognized in the three months ended June 30, 2009 as a result of the cancellation of the Cancelled Options and the issuance of the Replacement Options.
1,333,333 options were exercised in 2009 by each of James T. McCubbin and Steve L. Komar and no options were exercised by the remaining named executive officers in 2008.
2009.
Employment Agreements and Compensation Arrangements; Termination and Change in Control Provisions
The following describes the terms of employment agreements between the Company and the named executive officers and sets forth information regarding potential payments upon termination of employment or a change in control of the Company.
Mr. Komar.Komar. On July 1, 2002, we entered into an employment agreement with Steve Komar, our Chief Executive Officer and President. The employment agreement had an initial term expiring on July 1, 2003 with five renewable one-year
options remaining.option periods. On July 25, 2008, the Company entered into an addendum to the employment agreement that provided that Mr. Komar’s employment agreement shall be extended by one year and provided for an additional one year
extension.option period. The agreement provides for (1) a base salary of $40,000 per year,
which was increased to $180,000 per year in 2008, (2) a home office/automobile expense allowance of $500 per month to cover such expenses incurred in the pursuit of our business; (3) a phone allowance of $100 per month to cover such expenses incurred in the pursuit of our business; (4) reimbursement for additional actual business expenses consistent with our existing policies that have been incurred for our benefit; (5) paid medical and other benefits consistent with our existing policies with respect to our key executives, as such policies may be amended from time to time in the future; and (6) performance incentive bonuses as may be granted annually at the discretion of the Compensation Committee of the Board of Directors.
The employment agreement also contains termination and change of control provisions as a result of (a) Mr. Komar’s death or permanent disability which renders him unable to perform his duties hereunder (as determined by the Company in its good faith judgment), (b) by Mr. Komar’s resignation upon the expiration of the Employment Period
(as defined in Mr. Komar’s employment agreement), provided that Mr. Komar gives at least 90 days prior written notice to the Company, (c) the termination of his employment at the convenience of the Board of Directors of the Company by unanimous consent (excluding the consent of Mr. Komar if Mr. Komar is also a director of the Company at that time) with at least 90 days notice to be provided by the Company to Mr. Komar prior to the expiration of the Employment Period, (d) a change in control of more than 50% of the outstanding shares of the Company, (e) a sale or other disposition of a majority of the
Company’sCompany's base IT Staff Augmentation business, (f) the insolvency of the Company, or (g) a termination by the Company for
Cause.Cause (as defined in Mr. Komar’s employment agreement). In the event Mr. Komar is not in breach of the employment agreement and the
Employment Periodemployment period is terminated prior to the expiration of the then current term, then in certain events, termination payments may become payable by the Company as set forth in more detail below. In the event of the death or permanent disability of Mr. Komar, $50,000 shall be paid to Mr. Komar or his estate and all granted but unvested stock options shall be immediately vested and the period of exercise extended for an additional 2 years.
In the event of Mr. Komar’s resignation, no termination payments or accelerated vesting of stock options shall occur. In the event of termination at the election of the Company, then $250,000 will be due and payable by the Company to Mr. Komar as a severance payment, which payment will be paid in 12 equal installment payments of $20,833.33 each over the immediately subsequent 12 months following such date of termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of a termination occurring as a result of a change in control of more than 50% of the outstanding shares of the Company, then $250,000 will be payable by the Company to Mr. Komar as a severance payment, which payment will be paid in one lump-sum payment within 30 days of the date of such termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of termination as a result of a sale or other disposition of a majority of the
Company’sCompany's base IT Staff Augmentation business, then $250,000 will be payable by the Company to Mr. Komar as a severance payment, which payment will be paid in one lump-sum payment within 30 days of the date of such termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of a change of control of more than 50% of the outstanding shares of the Company that allows for the continuance of employment under his agreement, then a $100,000 lump sum payment is immediately due to Mr. Komar, and any future payments under
thisMr. Komar’s employment agreement for termination as a result of a change of control greater than 50% of the outstanding shares of the Company or in the event of termination as a result of a sale or other disposition of a majority of the
Company’sCompany's base IT Staff Augmentation business shall result in a $150,000 payment to Mr. Komar. In the event of the insolvency of the Company while Mr. Komar is employed by
the Company as Chief Executive Officer or
a similar position of control, then all obligations under
this AgreementMr. Komar’s employment agreement will immediately terminate except that the Company shall pay to Mr. Komar a termination payment of
$50,000.00$50,000 on such date of termination of employment and no further compensation or other payments beyond the insolvency date will be due or payable to Mr. Komar by the Company. In the event of a termination for Cause, no payments will be due or payable by the Company to Mr. Komar.
Cause shall meanMr. Komar’s employment agreement defines “Cause” as (i) the repeated failure or refusal of Mr. Komar to follow the lawful directives of the Company or its designee (except due to sickness, injury or disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by Mr. Komar, which, in the good faith judgment of the Company, materially injures the Company, including the repeated failure to follow the policies and procedures of the Company, (iii) a material breach of
this Agreementthe employment agreement by Mr. Komar which is not cured within a 60 day period following formal notification by the Company, or (iv) the commission by Mr. Komar of an act of financial dishonesty against the Company that results in the conviction of a felony.
Mr. McCubbin. On July 1, 2002, we entered into an employment agreement with James McCubbin, our Chief Financial Officer. The employment agreement had an initial term expiring on July 1, 2003 with five renewable one-year
options remaining.option periods. On July 25, 2008, the Company entered into an addendum to the employment agreement that provided that Mr. McCubbin’s employment agreement shall be extended by one year and provided for an additional one year
extension.option period. The agreement provides for (1) a base salary of $119,000 per year,
which was increased to $180,000 in 2008, (2) a home office/automobile expense allowance of $500 per month to cover such expenses incurred in the pursuit of our business; (3) reimbursement for additional actual business expenses consistent with our existing policies that have been incurred for our benefit; (4) paid medical and other benefits consistent with our existing policies with respect to our key executives, as such policies may be amended from time to time in the future; and (5) performance incentive bonuses as may be granted annually at the discretion of the Compensation Committee of the Board of Directors.
The employment agreement also
containedcontains termination and change of control provisions as a result of (a) Mr. McCubbin’s death or permanent disability which renders Mr. McCubbin unable to perform his duties hereunder (as determined by the Company in its good faith judgment), (b) Mr. McCubbin’s resignation upon the expiration of the Employment Period
(as defined in Mr. McCubbin’s employment agreement), provided that Mr. McCubbin gives at least 90 days prior written notice to the Company, (c) the termination of his employment at the convenience of the Board of Directors of the Company by unanimous consent (excluding the consent of Mr. McCubbin if he is also a director of the Company at that time) with at least 90 days notice to be provided by the Company to Mr. McCubbin prior to the expiration of the Employment Period, (d) a change in control of more than 50% of the outstanding shares of the Company, (e) a sale or other disposition of a majority of the
Company’sCompany's base IT Staff Augmentation business, (f) the insolvency of the Company, or (g) a termination by the Company for
Cause.
Cause (as defined in Mr. McCubbin’s employment agreement).
In the event Mr. McCubbin is not in breach of this Agreementthe employment agreement and the Employment Periodemployment period is terminated prior to the expiration of the then current term, then in certain events as described below, termination payments may become payable by the Company. In the event of the death or permanent disability of Mr. McCubbin, $50,000 shall be paid to Mr. McCubbin or his estate and all granted but unvested stock options shall be immediately vested and the period of exercise extended for an additional 2 years. In the event of Mr. McCubbin’s resignation, no termination payments or accelerated vesting of stock options shall occur. In the event of termination at the election of the Company, then $125,000 will be due and payable by the Company to Mr. McCubbin as a severance payment, which payment will be paid in 12 equal installment payments of $10,416.66 each over the immediately subsequent 12 months following such date of termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of a termination occurring as a result of a change in control of more than 50% of the outstanding shares of the Company, then $250,000 will be payable by the Company to Mr. McCubbin as a severance payment, which payment will be paid in one lump-sum payment within 30 days of the date of such termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of termination as a result of a sale or other disposition of a majority of the Company’sCompany's base IT Staff Augmentation business, then $250,000 will be payable by the Company to Mr. McCubbin as a severance payment, which payment will be paid in one lump-sum payment within 30 days of the date of such termination and all awarded but unvested stock options shall be immediately vested and the period of exercise extended for the then remaining term of the option as provided under the option agreement. In the event of a change of control of more than 50% of the outstanding shares of the Company that allows for the continuance of employment under thisMr. McCubbin’s employment agreement, then a $100,000 lump sum payment is immediately due to Mr. McCubbin, and any future payments under thisthe employment agreement for termination as a result of a change of control greater than 50% of the outstanding shares of the Company or in the event of termination as a result of a sale or other disposition of a majority of the Company’sCompany's base IT Staff Augmentation business shall result in a $150,000 payment to Mr. McCubbin. In the event of the insolvency of the Company while Mr. McCubbin is employed by the Company as Chief Financial Officer or a similar position of control, then all obligations under this Agreementthe employment agreement will immediately terminate except that the Company shall pay to Mr. McCubbin a termination payment of $50,000 on such date of termination of employment and no further compensation or other payments beyond the insolvency date will be due or payable to Mr. McCubbin by the Company. In the event of a termination for Cause, no payments will be due or payable by the Company to Mr. McCubbin. Cause shall meanMr. Komar’s employment agreement defines “Cause” as (i) the repeated failure or refusal of Mr. McCubbin to follow the lawful directives of the Company or its designee (except due to sickness, injury or disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) of Mr. McCubbin, which, in the good faith judgment of the Company, materially injures the Company, including the repeated failure to follow the policies and procedures of the Company, (iii) a material breach of this Agreementthe employment agreement by Mr. McCubbin which is not cured by EmployeeMr. McCubbin within a 60 day period following formal notification by the Company, or (iv) the commission by Mr. McCubbin of an act of financial dishonesty against the Company that results in the conviction of a felony.
Mr. Oxley. In May 2008, the Company entered into an employment agreement with Ronald Oxley, our Executive Vice President of Sales, Marketing and Business Strategy. The agreement provides for (1) a base salary of $180,000 per year, (2) reimbursement for pre-approved business expenses consistent with our existing policies that have been incurred for our benefit; (3) paid medical and other benefits consistent with our existing policies with respect to our key executives, as such policies may be amended from time to time in the future; and (4) performance incentive bonuses as may be granted at the discretion of the Compensation Committee of the Board of Directors.
The agreement also contains a termination provision. His employment period will continue from the date of his agreement unless terminated earlier by (a) Mr. Oxley’s death or permanent disability which renders him unable to perform his duties hereunder (as determined by WidePoint in its good faith judgment), (b) Mr. Oxley’s resignation, commencing from and after the second anniversary date of his agreement, upon prior written notice to WidePoint of 90 days before the annual anniversary date of this Agreement, or (c) WidePoint for Cause. Cause shall meanMr. Oxley’s employment agreement defines “Cause” as (i) the repeated failure or refusal of Mr. Oxley to follow the lawful directives of WidePoint or its designee (except due to sickness, injury or disabilities), after prior notice to Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to 30 days, (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by Mr. Oxley, which, in the good faith judgment of WidePoint, materially injures WidePoint, including the repeated failure to follow the policies and procedures of WidePoint, after prior notice to Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to 30 days, (iii) a material breach of the employment agreement by Mr. Oxley, after prior notice to Mr. Oxley and a reasonable opportunity to cure by Mr. Oxley of up to 30 days, (iv) the commission by Mr. Oxley of a felony or other crime involving moral turpitude or the commission by Mr. Oxley of an act of financial dishonesty against WidePoint or (v) a proper business purpose of WidePoint, which shall be limited only to a decrease in the staffing of the corporate headquarters staff or the elimination of the position filled by Mr. Oxley as a result of a material decrease in revenues and/or profits of WidePoint, but with other cost cutting measures and the termination of other employees at such office being first considered and instituted as determined in the sole judgment of WidePoint prior to the termination of Mr. Oxley; provided, however, that in the event WidePoint terminates Mr. Oxley for a “proper business purpose,” then (I) the scope of the non-compete set forth in the employment agreement shall be limited to the products and services offered by WidePoint as of the termination of Mr. Oxley and (II) WidePoint shall pay to Mr. Oxley the lesser of (A) Mr. Oxley’s salary and benefits each month for the 6 month period immediately following such termination or (B) in the event less than 6 months remains in the then current term of Mr. Oxley’s employment with WidePoint, then Mr. Oxley shall receive his salary and benefits each month for such lesser remaining period of time.
Mr. Oxley’s employment agreement further provides that during the employment period and for one year following the termination of Mr. Oxley’s agreement as a result of his resignation or a termination by WidePoint for
cause,Cause, Mr. Oxley will not own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any manner engage in any competitive business of soliciting or providing any computer, technology, information technology, consulting or any other services and/or products of any type whatsoever to any federal, state and/or local governments and/or to any existing or targeted customers or clients of WidePoint; nor shall Mr. Oxley attempt to influence any then existing or targeted customers, clients or suppliers of WidePoint to curtail any business they are currently, or in the last 24 months have been, transacting with WidePoint. Furthermore, during such period, Mr. Oxley shall not, without WidePoint’s prior written consent, knowingly solicit or encourage any existing employee or recruit to leave or discourage their employment with WidePoint.
Mr. Turissini. On October 24, 2004, the Company entered into an employment agreement with Daniel Turissini, our Chief Technology Officer and the Chief Executive Officer of our wholly owned subsidiary, Operational Research Consultants, Inc. (“ORC”). The employment agreement had an initial term expiring on October 25, 2006. On July 25, 2007, the Company entered into an addendum to the employment agreement that provided that Mr. Turissini’s employment agreement shall be annually renewable through October 24, 2009.
On July 15, 2009, the Company entered into an addendum to the employment agreement that provided that the term of Mr. Turissini’s employment agreement shall extend through October 31, 2011. The agreement,
as amended pursuant to the July 15, 2009 addendum, provides for (1) a base salary of
$225,000$250,000 per year, (2) reimbursement for additional actual business expenses consistent with our existing policies that have been incurred for our benefit; (3) paid medical and other benefits consistent with our existing policies with respect to our key executives, as such policies may be amended from time to time in the future; and (4) performance incentive bonuses as may be granted annually at the discretion of the Compensation Committee of the Board of Directors.
The
employment agreement also contains a termination provision.
HisMr. Turissini’s employment period will continue from the date of his agreement on October 24, 2004
until October 31, 2011 unless terminated earlier by (a) Mr. Turissini’s death or permanent disability which renders him unable to perform his duties hereunder (as determined by ORC and WidePoint in their good faith judgment), (b) Mr. Turissini’s resignation, commencing from and after the third anniversary date of his
employment agreement, upon prior written notice to ORC and WidePoint of 90 days before the annual anniversary date of
this Agreement,his employment agreement, or (c) ORC and/or WidePoint for Cause.
Cause shall meanMr. Turissini’s employment agreement defines “Cause” as (i) the repeated failure or refusal of Mr. Turissini to follow the lawful directives of ORC, WidePoint or their designee (except due to sickness, injury or disabilities), after prior notice to Mr. Turissini and a reasonable opportunity to cure by Mr. Turissini of up to 30 days, (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by Mr. Turissini, which, in the good faith judgment of ORC and WidePoint, materially injures ORC or WidePoint, including the repeated failure to follow the policies and procedures of ORC or WidePoint, after prior notice to Mr. Turissini and a reasonable opportunity to cure by Mr. Turissini of up to 30 days, (iii) a material breach of
this Agreementthe employment agreement by Mr. Turissini, after prior notice to Mr. Turissini and a reasonable opportunity to cure by Mr. Turissini of up to 30 days, (iv) the commission by Mr. Turissini of a felony or other crime involving moral turpitude or the commission by Mr. Turissini of an act of financial dishonesty against ORC or WidePoint or (v) a proper business purpose of ORC or WidePoint, which shall be limited only to a decrease in the staffing of the office in which Mr. Turissini is working or the elimination of the position filled by Mr. Turissini as a result of a material decrease in revenues and/or profits at the office in which Mr. Turissini is working, but with other cost cutting measures and the termination of other employees at such office being first considered and instituted as determined in the sole judgment of ORC and WidePoint prior to the termination of Mr. Turissini; provided, however, that in the event ORC terminates Mr. Turissini
for a “proper business purpose,”under subparagraph (v), then (I) the scope of the non-compete
set forth inunder Paragraph 5 of the employment agreement shall be limited to the products and services offered by ORC as of the termination of Mr. Turissini
under subparagraph (v), and (II) ORC shall pay to Mr. Turissini
the lesser of (A) Mr. Turissini’shis salary and benefits each month for the
6six month period immediately following such
termination or (B) in the event less than 6 months remains in the then current term of Mr. Turissini’s employment with ORC, then Mr. Turissini shall receive his salary and benefits each month for such lesser remaining period of time.
termination..
Mr. Turissini’s employment agreement further provides that for one year following the termination of Mr. Turissini’s
employment agreement as a result of his resignation or a termination by ORC or WidePoint for
cause,Cause, Mr. Turissini will not own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any manner engage in any competitive business of soliciting or providing any computer, technology, information technology, consulting or any other services and/or products of any type whatsoever to any federal, state and/or local governments and/or to any existing or targeted customers or clients of ORC and/or WidePoint; nor shall Mr. Turissini attempt to influence any then existing or targeted customers, clients or suppliers of ORC or WidePoint to curtail any business they are currently, or in the last 36 months have been, transacting with ORC or WidePoint. Furthermore, during such period, Mr. Turissini shall not, without ORC’s or WidePoint’s prior written consent, knowingly solicit or encourage any existing employee or recruit to leave or discourage their employment with ORC or WidePoint.
Mr. Kang.In January 2008, Jin Kang entered into an Employment and Non-Compete Agreement with iSYS, LLC and WidePoint, pursuant to which Mr. Kang
will serveserves as the President of iSYS. The agreement provides for (1) a base salary of $225,000 per year,
which may be increased by the Company on an annual basis to reflect merit increases and which was increased in July 2009 to a base salary of $250,000, (2) reimbursement for business expenses consistent with our existing policies that have been incurred for our benefit, (3) paid medical and other benefits consistent with our existing policies with respect to our key executives, as such policies may be amended from time to time in the future, and (4) performance incentive bonuses as may be granted at the discretion of the Compensation Committee of the Board of Directors.
The agreement also contains a termination provision. His employment period will continue from the date of his agreement,
unlessJanuary 4, 2008 until he is terminated
earliereither by (a) Mr. Kang’s death or permanent disability, (b) Mr. Kang’s resignation (other than for Good Reason), upon prior written notice to WidePoint and iSYS of 90 days, or (c) iSYS or WidePoint for Cause.
Cause shall meanMr. Kang’s employment agreement defines “Cause” as (i) the repeated failure or refusal of Mr. Kang to follow the lawful directives of iSYS, WidePoint or their designee (except due to sickness, injury or disabilities), after prior notice to Mr. Kang and a reasonable opportunity to cure by Mr. Kang of up to 30 days, (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by Mr. Kang, which, in the good faith judgment of WidePoint or iSYS, materially injures WidePoint or iSYS, including the repeated failure to follow the policies and procedures of WidePoint or iSYS, after prior notice to Mr. Kang and a reasonable opportunity to cure by Mr. Kang of up to 30 days, (iii) a material breach of his employment agreement by Mr. Kang, after prior notice to Mr. Kang and a reasonable opportunity to cure by Mr. Kang of up to 30 days or (iv) the conviction by Mr. Kang of a felony or other crime involving moral turpitude or the commission by Mr. Kang of an act of financial dishonesty against WidePoint or iSYS. Good Reason shall mean (i) a material breach of the employment agreement by WidePoint or iSYS, subject to written notice and an opportunity to cure of up to 30 days, (ii) any material adverse alteration or diminution of Mr. Kang’s duties, subject to written notice and an opportunity to cure of up to 30 days, and (iii) the relocation of iSYS’ principal executive offices to a location more than 50 miles from its present location.
Upon termination of Mr. Kang’s employment without Cause or by Mr. Kang for Good Reason
(as defined in Mr. Kang’s employment agreement), iSYS shall pay to Mr. Kang (i) any unpaid base salary as of the date of termination, (ii) in the event that the termination occurs prior to the third anniversary of WidePoint’s acquisition of iSYS, base salary from the date of termination until the third anniversary of WidePoint’s acquisition of iSYS, (iii) a pro rata portion of any bonus payable to Mr. Kang in respect of the year in which the termination occurs and (iv) reimbursement of outstanding business expenses.
Mr. Kang’s employment agreement further provides that during the employment period and for two years following the termination of Mr. Kang’s employment as a result of his resignation other than for Good Reason or a termination by WidePoint or iSYS for Cause, Mr. Kang will not own, manage, control, participate in, consult with, advertise on behalf of, render services for or in any manner engage in any competitive business of soliciting or providing any computer, technology, information technology, consulting or any other services and/or products of any type whatsoever to any federal, state and/or local governments and/or to any existing or targeted customers or clients of WidePoint and iSYS; nor shall Mr. Kang attempt to influence any then existing or targeted customers, clients, consultants or suppliers of WidePoint or iSYS to curtail any business they are currently, or in the last 36 months have been, transacting with WidePoint or iSYS. Furthermore, during such period, Mr. Kang shall not, without the prior written consent of WidePoint and iSYS, knowingly solicit or encourage any existing employee, consultant or recruit to leave or discourage their employment with WidePoint or iSYS.
Directors who are not also officers or employees receive an annual fee of $12,000. The following table sets forth director compensation for fees paid and stock option compensation expense recognized by the Company in
2008:Director Name
| Fees Earned
or Paid in Cash
($)
| Option
Awards
($)(1)
| All Other
Compensation
($)
| Total
($)
|
|---|
| James Ritter | 12,000 | -- | -- | 12,000 |
| Morton Taubman | 12,000 | -- | -- | 12,000 |
| George Norwood | 12,000 | -- | -- | 12,000 |
| Otto Guenther | 12,000 | -- | -- | 12,000 |
| | | Fees Earned | | | Option | | | All Other | | | | |
| | | or Paid in Cash | | | Awards | | | Compensation | | | Total | |
| Director Name | | ( $) | | | ($)(1) | | | ($) | | | ($) | |
| James Ritter | | | 12,000 | | | | 13,500 | | | | - | | | | 25,500 | |
| Morton Taubman | | | 12,000 | | | | 8,870 | | | | - | | | | 20,870 | |
| George Norwood | | | 12,000 | | | | 3,790 | | | | - | | | | 15,790 | |
| Otto Guenther | | | 12,000 | | | | 3,790 | | | | - | | | | 15,790 | |
(1) The amounts set forth in this column represent compensation expense as determined by the Black-Scholes calculation recognized by the Company in 2007 with respect to options grants, if any, in 2009. Reference is made to Note 2 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2009 with respect to the calculation of such expense. As further described above under the heading Outstanding Equity Awards at Fiscal Year-End and in Note 2 to the consolidated financial statements contained in our Annual Report on Form 10-K, as filed on March 31, 2010, on May 11, 2009, 950,000 options held by management and other employees were cancelled and replaced with replacement options to such individuals. The amounts recognized in this column represent the proportion of earned fair market value of the Replacement Options over the Cancelled Options attributable to the applicable individual as a result of the cancellation of the Cancelled Options and the issuance of the Replacement Options. The aggregate number of shares subject to outstanding options held by each director as of December 31, 2009 is as follows: Mr. Ritter, 75,000; Mr. Taubman, 62,000; General Norwood, 62,000; and General Guenther, 62,000.
| (1) The aggregate number of shares subject to outstanding options held by each director as of December 31, 2008 is as follows: Mr. Ritter 50,000; and Mr. Taubman 62,000, General Norwood 62,000, and General Guenther 62,000. |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.MATTERS. |
The following table sets forth information as to those holders (other than officers and directors) known to WidePoint to be the beneficial owners of more than 5% of the outstanding shares of Common Stock as of April 25, 2009.
26, 2010.
Security Ownership of Certain Beneficial Owners (Greater than 5% Holders)
Names and Complete Mailing Address
| Number
of Shares
| Percent of
Common Stock
Outstanding
|
|---|
Citigroup Inc., Citigroup Global Markets, Inc., | 4,997,500 | 8.6%(1) |
| Citigroup Financial Products Inc |
| and Citigroup Global Markets Holdings Inc. |
| 388 Greenwich Street |
| New York, NY 10013 |
Samuel Andrew Donaldson | 3,035,000 | 5.2%(2) |
| 1717 Desales St., N.W. |
| Washington, D.C., 20036 |
Ewing & Partners, Timothy G. Ewing, Ewing | 3,280,500 | 5.6%(3) |
| Asset Management, LLC and Endurance |
| General Partners, L.P. |
| 4515 Cole Avenue |
| Suite 808 |
| Dallas, TX 75205 |
| (1) Citigroup Inc, Citigroup Global Markets, Citigroup Financial Products Inc., and Citigroup Global Markets Holdings Inc. share voting and dispositive power in respect to all shares listed above. |
| | | | | | Percent of | |
| | | Number of Shares | | | Common Stock | |
| Names and Complete Mailing Address | | of Common Stock | | | Outstanding | |
| | | | | | | |
| Citigroup Inc., Citigroup Global Markets, Inc., | | | 5,350,000 | | | | 8.8 | %(1) |
| Citigroup Financial Products Inc | | | | | | | | |
| and Citigroup Global Markets Holdings Inc. | | | | | | | | |
| 388 Greenwich Street | | | | | | | | |
| New York, NY 10013 | | | | | | | | |
| | | | | | | | | |
| Samuel Andrew Donaldson | | | 3,301,000 | | | | 5.3 | %(2) |
| 1717 Desales St., N.W. | | | | | | | | |
| Washington, D.C., D. C., 20036 | | | | | | | | |
| | | | | | | | | |
| Ewing & Partners, Timothy G. Ewing, Ewing | | | 3,280,500 | | | | 5.4 | %(3) |
| Asset Management, LLC and Endurance | | | | | | | | |
| General Partners, L.P. | | | | | | | | |
| 4515 Cole Avenue | | | | | | | | |
| Suite 808 | | | | | | | | |
| Dallas, TX 75205 | | | | | | | | |
| (2) Samuel Andrew Donaldson has sole voting and dispositive power in respect to the shares listed above. |
(1) Citigroup Inc, Citigroup Global Markets, Citigroup Financial Products Inc., and Citigroup Global Markets Holdings Inc. have no sole voting power in respect to the shares listed above; shared voting power in respect to all shares listed above; no sole dispositive power in respect to the shares listed above; and shared dispositive power in respect of all the shares listed above. Information based solely on a Schedule 13G/A filed with the SEC on January 20, 2010.
| (3) Ewing & Partners has sole voting and dispositive power over 3,280,500 shares. Each of Timothy G. Ewing, Ewing Asset Management, LLC and Endurance General Partners, L.P. has sole voting and dispositive power over 3,240,500 shares. |
(2) Samuel Andrew Donaldson has sole voting and dispositive power in respect to the shares listed above.
(3) Ewing & Partners is deemed a beneficial owner of the shares listed above and each of the other listed persons or entities is deemed a beneficial owner of 3,240,500 of the shares listed above, which includes 2,312,260 shares owned by Endurance Partners (Q.P.), L.P. and 928,240 shares owned by Endurance Partners, L.P. Information based solely on a Schedule 13G/A filed with the SEC on February 13, 2009.
The following table sets forth the number of shares of our Common Stock beneficially owned as of April 25, 200926, 2010 with respect to the beneficial ownership of Common Stock by each director, director nominee, and each executive officer named in the Summary Compensation Table herein. In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, except as otherwise noted, and shares underlying warrants and stock options that are exercisable currently or within 60 days.
The calculation of the percentage of outstanding shares is based on 61,375,333 shares outstanding as of March 24, 2010.
Security Ownership of Directors and Executive OfficersOfficerDirectors, Nominees
and Executive Officers | Number of
Shares of
Common Stock (1) | Percent of
Outstanding
Common Stock (1) |
|---|
Steve Komar (2) | 2,658,333 | 4.6% |
Morton Taubman (3) | 62,000 | 0.1% |
James McCubbin (4) | 2,641,433 | 4.5% |
James Ritter (5) | 90,500 | 0.1% |
Daniel Turissini (6) | 1,299,611 | 2.2% |
Ronald Oxley (7) | 133,000 | 0.1% |
Jin Kang (8) | 1,919,817 | 3.3% |
Otto Guenther (9) | 60,000 | 0.1% |
George Norwood (10) | 60,000 | 0.1% |
All directors and |
| officers as a group |
| (9 persons) (11) | 8,924,694 | 15.3% |
| | | Number of | | | Percent of | |
| Directors, Nominees | | Shares of | | | Outstanding | |
| and Executive Officers | | Common Stock (1) | | | Common Stock (1) | |
| | | | | | | |
| Steve Komar (2) | | | 1,959,203 | | | | 3.2 | % |
| | | | | | | | | |
| Morton Taubman (3) | | | 62,000 | | | | 0.1 | % |
| | | | | | | | | |
| James McCubbin (4) | | | 1,901,203 | | | | 3.1 | % |
| | | | | | | | | |
| James Ritter (5) | | | 115,500 | | | | 0.2 | % |
| | | | | | | | | |
| Daniel Turissini (6) | | | 1,246,750 | | | | 2.0 | % |
| | | | | | | | | |
| Ronald Oxley (7) | | | 133,000 | | | | 0.2 | % |
| | | | | | | | | |
| Jin Kang (8) | | | 2,591,846 | | | | 4.2 | % |
| | | | | | | | | |
| Otto Guenther (9) | | | 62,000 | | | | 0.1 | % |
| | | | | | | | | |
| George Norwood (10) | | | 62,000 | | | | 0.1 | % |
| | | | | | | | | |
| All directors and | | | | | | | | |
| officers as a group | | | | | | | | |
| (9 persons) (11) | | | 8,133,502 | | | | 13.2 | % |
| (1) Assumes in the case of each shareholder listed in the above list that all warrants or options held by such shareholder that are exercisable currently or within 60 days were fully exercised by such shareholder, without the exercise of any warrants or options held by any other shareholders. |
(1) Assumes in the case of each shareholder listed above that all warrants or options held by such shareholder that are exercisable currently or within 60 days were fully exercised by such shareholder, without the exercise of any warrants or options held by any other shareholders.
| (2) Includes (i) 800,000 shares of Common Stock owned directly by Mr. Komar, (ii) 425,000 shares of Common Stock that may be purchased by Mr. Komar at a price of $0.07 per share until July 7, 2012, pursuant to a stock option grant to him on January 7, 2002, (iii) 50,000 shares of Common Stock at an exercise price of $0.09 per share through April 24, 2013 pursuant to a stock option granted to him on April 24, 2003, (iv) 50,000 shares of Common Stock at an exercise price of $0.13 per share through December 31, 2013 pursuant to a stock option granted to him on December 31, 2003, and (v) 1,333,333 shares of Common Stock at an exercise price of $0.235 per share through July 14, 2009 pursuant to a warrant granted to him on July 14, 2004. |
(2) Includes (i) 641,100 shares owned directly by Mr. Komar, (ii) 525,000 shares subject to exercisable options to purchase shares from the Company, and (iii) 793,103 shares held by SLK Diversified L.P., a limited partnership controlled by Mr. Komar, as a result of which such shares are now held by him indirectly.
(3) Includes 62,000 shares subject to exercisable options to purchase shares from the Company.
(4) Includes (i) 1,450,203 shares owned directly by Mr. McCubbin, and (ii) 451,000 shares subject to exercisable options to purchase shares from the Company.
(5) Includes (i) 65,500 shares owned directly by Mr. Ritter, and (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $0.13 per share through December 31, 2013, under an option granted on December 31, 2003. Does not include 25,000 shares of Common Stock that may be purchased by him at a price of $0.54 per share through May 11, 2019, under an option granted on May 11, 2009.
(6) Includes (i) 776,750 shares owned directly by Mr. Turissini, and (ii) 470,000 shares subject to exercisable options to purchase shares from the Company.
(7) Includes (i) 71,000 shares owned directly by Mr. Oxley, and (ii) 62,000 shares subject to exercisable options to purchase shares from the Company. Does not include 250,000 shares that may be purchased by Mr. Oxley at a price of $0.83 per share until July 25, 2018, pursuant to a stock option granted to him on May 11, 2009.
(8) Includes (i) 2,276,846 shares owned directly by Mr. Kang, and (ii) 315,000 shares subject to exercisable options to purchase shares from the Company.
(9) Includes 62,000 shares subject to exercisable options to purchase shares from the Company.
(10) Includes 62,000 shares subject to exercisable options to purchase shares from the Company.
| (3) Includes (i) 12,000 shares of Common Stock that may be purchased by Mr. Taubman at a price of $2.70 per share until March 10, 2016, pursuant to a stock option granted to him on March 10, 2006, and (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $2.70 per share through March 10, 2016, under an option granted on March 10, 2006. |
| (4) Includes (i) 857,100 shares of Common Stock owned directly by Mr. McCubbin, (iii) 450,000 shares of Common Stock that may be purchased by Mr. McCubbin at a price of $0.17 per share until January 2, 2011, pursuant to a stock option grant to him on January 2, 2001, (iii) 1,000 shares of Common stock that may be purchased by Mr. McCubbin, at a price of $1.35 per share until July 3, 2010, pursuant to a stock option granted to him on July 3, 2000, and (iv) 1,333,333 shares of Common Stock at an exercise price of $0.235 per share through July 14, 2009 pursuant to a warrant granted to him on July 14, 2004. |
(11) Includes the shares referred to as included in notes (2), (3), (4), (5), (6), (7), (8), (9), and (10), above.
| (5) Includes (i) 65,500 shares of Common Stock owned directly by Mr. Ritter, and (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $0.13 per share through December 31, 2013, under an option granted on December 31, 2003. |
| (6) Includes (i) 825,000 shares of Common Stock issued to Mr. Turissini in connection with the Company’s acquisition in October 2004 of Operational Research Consultants, Inc., (ii) 470,000 shares of Common Stock that may be purchased by Mr. Turissini at a price of $0.76 per share until September 14, 2015, pursuant to a stock option grant to him on September 14, 2005, and (iii) 4,611 shares of restricted Common Stock privately issued to Mr. Turissini by the Company as a result of a stock award earned in 2005 and paid to him in 2006. |
| (7) Includes (i) 12,000 shares of Common Stock that may be purchased by Mr. Oxley at a price of $2.80 per share until August 16, 2016, pursuant to a stock option granted to him on August 16, 2006 under the Directors Plan, (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $2.80 per share through August 16, 2016, under an option granted on August 16, 2006, and (iii) 71,000 shares owned directly by Mr. Oxley. Does not include 250,000 shares that may be purchased by Mr. Oxley at a price of $0.81 per share until July 25, 2018, pursuant to a stock option granted to him on July 25, 2008. Such options become fully exercisable on July 25, 2015, subject to acceleration upon the achievement of certain performance measures. |
| (8) Includes (i) 1,350,000 shares of Common Stock issued to Mr. Kang in January 2008 in connection with our acquisition of iSYS, (ii) 184,817 shares of Common Stock released to Mr. Kang as a result of the release of certain earnout shares awarded to Mr. Kang in connection with our acquisition of iSYS, (iii) 70,000 shares of Common Stock owned directly by Mr. Kang, and (iv) 315,000 shares of Common Stock that may be purchased by him at a price of $0.85 per share through January 14, 2013, under an option granted on January 4, 2008. |
| (9) Includes (i) 10,000 shares of Common Stock that may be purchased by Mr. Guenther at a price of $0.93 per share until August 14, 2017, pursuant to a stock option granted to him on August 15, 2007, and (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $0.93 per share through August 14, 2017, under an option granted on August 15, 2007. Does not include 2,000 shares that may be purchased by Mr. Guenther at a price of $0.93 per share until August 15, 2017, pursuant to a stock option granted to him on August 15, 2007 that vests on August 15, 2009. |
| (10) Includes (i) 10,000 shares of Common Stock that may be purchased by Mr. Norwood at a price of $0.93 per share until August 14, 2017, pursuant to a stock option granted to him on August 15, 2007, and (ii) 50,000 shares of Common Stock that may be purchased by him at a price of $0.93 per share through August 14, 2017, under an option granted on August 15, 2007. Does not include 2,000 shares that may be purchased by Mr. Norwood at a price of $0.93 per share until August 15, 2017, pursuant to a stock option granted to him on August 15, 2007 that vests on August 15, 2009. |
| (11) Includes the shares referred to as included in notes (2), (3), (4), (5), (6), (7), (8), (9), and (10), above. |
Equity Compensation Plan Information:
The following table sets forth information as of December 31,
2008,2009, with respect to the
Company’sCompany's compensation plans under which its Common Stock is authorized for issuance:
| (a) | (b) | (c) |
|---|
| Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants, and
rights | Weighted average
exercise price of
outstanding
options,
warrants, and
rights | Number of
securities
remaining available
for future issuance
(excluding
securities
reflected in
column (a)) |
|---|
Equity Compensation Plans: | | | |
Approved by security holders | 4,523,412 | $0.65 | 4,535,438 |
Not approved by security holders | 4,091,045 | $0.25 | -0- |
Total | 8,614,457 | $0.46 | 4,535,438 |
| | | (a) | | | (b) | | | (c) | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted average exercise price of outstanding options, warrants, and rights | | | Number of securities remaining available for future issuance (excluding securities reflected in column (a)) | |
| | | | | | | | | | |
| Equity Compensation Plans: | | | | | | | | | |
| | | | | | | | | | |
| Approved by security holders | | | 4,517,411 | | | $ | 0.54 | | | | 4,510,438 | |
| | | | | | | | | | | | | |
| Not approved by security holders | | | 54,878 | | | $ | 0.80 | | | | - 0 - | |
| | | | | | | | | | | | | |
| Total | | | 4,572,289 | | | $ | 0.56 | | | | 4,510,438 | |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.INDEPENDENCE. |
A related person transaction is a consummated or currently proposed transaction in which
we werethe Company has been, is or
are towill be a participant and the amount involved exceeds $120,000, and in which a related person (i.e., any director or executive officer or nominee for director, or any member of the immediate family of such person) has or will have a direct or indirect material interest.
The Company was not a participant in any related person transactions since the beginning of the Company’s last fiscal year and no such transactions are currently proposed, with the exception that on July 8, 2009, each of Steve L. Komar and James T. McCubbin, each of whom are presently an officer and director of the Company, exercised, in January 2008 completed the closingform of a cashless exercise, his respective warrant to purchase 1,333,333 shares of common stock of the acquisition of all theCompany, which warrant was previously issued and outstanding membership interests of iSYS, LLC from Mr. Jin Kang, the sole owner-member of iSYS,to such individual pursuant to the terms of a Membership InterestWarrant Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS,July 14, 2004, by and Jin Kang. Mr. Kang presently serves at the President of iSYS, LLC. Pursuant to the terms of the Membership Interest Purchase Agreement, the Company paid Jin Kang the following consideration at the closing: (i) $5,000,000 in cash, (ii) $2,000,000 principal amount in an Installment Cash Promissory Note, which bore simple annual interest at the initial rate of 7% through December 31, 2008, and thereafter the simple interest rate was increased to 10% from January 1, 2009 through the date of maturity, which occurred on the filing by the Company of its Annual Report on Form 10-K for the year ending December 31, 2008 on March 31, 2009, and (iii) the issuance of 1,500,000 shares of Company common stock. The Company also issued an additional 3,000,000 shares of Company common stock in the name of Jin Kang, which shares were delivered into escrow to be held subject to the satisfaction of certain earnout provisions under the Membership Interest Purchase Agreement, and which shares are subject to return to the Company in the event such earnout provisions are not achieved under the terms of the Membership Interest Purchase Agreement. In July of 2008, upon the completion of an audit of the working capital of iSYS at December 31, 2007, the Company paid to Mr. Kang approximately $143,000 to reconcile an overage of working capital delivered to the Company at December 31, 2007. The Company also paid to Mr. Kang in March 2009 $2,186,000 in satisfaction of the above-referenced Installment Cash Promissory Note between the Company and Mr. Kang, which included $2,000,000 for the principal balance of the note and approximately $186,000 in interest. The Company also paid to Mr. Kang in April 2009 approximately $185,000 aseach such individual. As a result of meeting certain earnout provisions betweenhis respective cashless exercise of such warrant, each of Steve L. Komar and James T. McCubbin, as applicable, was issued 793,103 shares of common stock of the Company, and Mr. Kangwith 540,230 shares of common stock of the Company being withheld by the Company from each such warrant as well as released approximately 185,000 common shares frompayment of the 3,000,000 common shares presently held in escrow. respective exercise price of each such warrant.
Under the
termsCompany’s corporate governance principles (the “Corporate Governance Principles”), a majority of the
Membership Interest Purchase Agreement, Jin Kang also entered into an EmploymentCompany’s Board of Directors will consist of independent directors. An “independent” director is a director who meets the NYSE Amex definition of independence and
Non-Compete Agreement, datedother applicable independence standards under SEC guidelines, as
of January 4, 2008.determined by the Board. The Company’s Corporate Governance Guidelines state that the “Board intends that, at all times, a substantial majority of its directors will be considered independent under relevant NYSE AMEX and SEC guidelines.” The Corporate Governance and Nominating Committee conducts an annual review of the independence of the members of the Board of Directors and its Committees and reports its findings to the full Board.Board of Directors. Based on the report and recommendation of the Corporate Governance Committee, the Board of Directors has determined that each of the non-employee directors — directors—Messrs. Taubman, Ritter, Guenther, and Norwood and Guenther—satisfies—satisfies the independence criteria (including the enhanced criteria with respect to members of the Audit Committee) set forth in the applicable NYSE AMEXAmex listing standards and SEC rules. Each Board Committee consists entirely of independent, non-employee directors.
For a director to be considered independent, the Board
of Directors must determine that the director does not have any direct or indirect material relationships (including vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships) with WidePoint, other than as a director and shareholder. NYSE
AMEXAmex listing standards also impose certain per se bars to independence, which are based upon a director’s relationships with WidePoint currently and during the three years preceding the Board’s determination of independence.
The Board of Directors considered all relevant facts and circumstances in making its determinations, including the following:
• No non-employee director receives any direct compensation from WidePoint other than under WidePoint’sthe director compensation program.program described in this proxy statement.
• No immediate family member (within the meaning of the NYSE AMEXAmex listing standards) of any non-employee director is an employee of WidePoint or otherwise receives direct compensation from WidePoint.
• No non-employee director (or any of their respective immediate family members) is affiliated with or employed in a professional capacity by WidePoint’s independent accountants.
• No non-employee director is a member, partner, or principal of any law firm, accounting firm or investment banking firm that receives any consulting, advisory or other fees from WidePoint.
• No WidePoint executive officer is on the compensation committee of the board of directors of a company that employs any of our non-employee directors (or any of their respective immediate family members) as an executive officer.
• No non-employee director (or any of their respective immediate family members) is indebted to WidePoint, nor is WidePoint indebted to any non-employee director (or any of their respective immediate family members).
• No non-employee director serves as an executive officer of a charitable or other tax-exempt organization that received contributions from WidePoint.
Non-management members of the Board of Directors conduct at least two regularly-scheduled meetings per year without members of management being present. Mr. Ritter serves as the presiding director of such meetings. Following an executive session of non-employee directors, the presiding director may act as a liaison between the non-employee directors and the Chairman, provide the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman regarding information to be provided to the non-employee directors in performing their duties.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.SERVICES. |
Audit Fees
| The Company paid Moss Adams approximately $143,000 and $94,000 in audit and review fees related to the audits for fiscal year 2008 and 2007, respectively. The Company will pay Moss Adams in 2009 approximately $80,000 in audit fees for work associated with the Company’s fiscal 2008 audit. |
The Company paid Moss Adams approximately $42,800 in fees for audit and review work for fiscal year 2008 that was paid in fiscal year 2008 and an additional $104,200 in fees for audit and review work for fiscal year 2008 that was paid in fiscal year 2009. The Company paid Moss Adams approximately $30,400 in fees for audit and review work for fiscal year 2009 that was paid in fiscal year 2009 and an additional $18,100 in fees for audit and review work for fiscal year 2009 that was paid in fiscal year 2010. The Company will pay Moss Adams in 2010 approximately $69,900 in audit and review fees for work associated with the Company’s fiscal year 2009 audit.
Audit-Related Fees
| The Company did not pay Moss Adams LLP any audit-related fees for fiscal year 2008 or 2007. |
The Company did not pay Moss Adams LLP any audit-related fees for fiscal year 2009 or 2008.
Tax Fees
| The Company did not pay Moss Adams LLP any tax fees for fiscal year 2008 or 2007. |
The Company did not pay Moss Adams LLP any tax fees for fiscal year 2008. The Company will pay Moss Adams in 2010 approximately $9,300 in tax fees for work associated with the Company’s fiscal year 2009 Internal Revenue Code Section 382 tax analysis.
All Other Fees
| The Company did not pay Moss Adams LLP any nonaudit fees for fiscal year 2008 or 2007. |
The Company did not pay Moss Adams LLP any nonaudit fees for fiscal year 2009 or 2008.
Audit Committee Policies and Procedures For Pre-Approval of Independent Auditor Services
The following describes the Audit Committee’s policies and procedures regarding pre-approval of the engagement of the Company’s independent auditor to perform audit as well as permissible non-audit services for the Company.
For audit services, the independent auditor will provide the Committee with an engagement letter during the March-May quarter of each year outlining the scope of the audit services proposed to be performed in connection with the audit of the current fiscal year. If agreed to by the Committee, the engagement letter will be formally accepted by the Committee at an Audit Committee meeting held as
practicablysoon as
possiblepracticable following receipt of the engagement letter. The independent auditor will submit to the Committee for approval an audit services fee proposal after acceptance of the engagement letter.
For non-audit services, Company management may submit to the Committee for approval (during May through September of each fiscal year) the list of non-audit services that it recommends the
committeeCommittee engage the independent auditor to provide for the fiscal year. The list of services must be detailed as to the particular service and may not call for broad categorical approvals. Company management and the independent auditor will each confirm to the Audit Committee that each non-audit service on the list is permissible under all applicable legal requirements. In addition to the list of planned non-audit services, a budget estimating non-audit service spending for the fiscal year may be provided. The Committee will consider for approval both the list of permissible non-audit services and the budget for such services. The Committee will be informed routinely as to the non-audit services actually provided by the independent auditor pursuant to this pre-approval process.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to its
ChairpersonChairman the authority to amend or modify the list of approved permissible non-audit services and fees. The
ChairpersonChairman will report any action taken pursuant to this delegation to the Committee at its next meeting.
All audit and non-audit services provided to the Company are required to be pre-approved by the Committee. The Chief Financial Officer of the Company will be responsible for tracking all independent auditor fees against the budget for such services and report at least annually to the Audit Committee.
Part IV.
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.SCHEDULES. |
| | (b) | Exhibits: The following exhibits are filed herewith or incorporated herein by reference: |
| | |
| 2.1 | | Membership Interest Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS LLC, and Jin Kang. (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
| | |
| 3.1 | | Amended and Restated Certificate of Incorporation of WidePoint Corporation. (Incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement, as filed on December 27, 2004.) |
| | |
| 3.2 | | Bylaws of ZMAX Corporation. (Incorporated herein by reference to Exhibit 3.6 to the Registrant’s Registration Statement on Form S-4 (File No. 333-29833)) |
| | |
| 4.1 | | Certificate Of Designations, Rights And Preferences Of The Series A Convertible Preferred Stock between WidePoint Corporation and Barron Partners LP (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K/A filed on November 2, 2004.)) |
| | |
| 10.1 | | Employment Agreement between WidePoint Corporation and Steve Komar, dated July 1, 2002.* (Incorporated herein by reference to Exhibit 10.26 to Registrant’s Report of Form 10Q, as filed on August 15, 2002 (File No. 000-23967)) |
| | |
| 10.2 | | Employment Agreement between WidePoint Corporation and James McCubbin, dated July 1, 2002.* (Incorporated herein by reference to Exhibit 10.26 to Registrant’s Report of Form 10Q, as filed on August 15, 2002 (File No. 000-23967) |
| | |
| 10.3 | Preferred Stock Purchase Agreement Between WidePoint Corporation and Barron Partners LP. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on November 2, 2004.) |
10.4 | Stock Purchase Agreement between WidePoint Corporation, Operational Research Consultants, Inc. (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K/A filed on November 2, 2004.) |
* Management contract or compensatory plan.
10.5 | Employment and Non-Compete Agreement between WidePoint Corporation, Operational Research Consultants, Inc and Daniel Turissini.* (Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.) |
10.6 | | |
| 10.4 | | Addendum to Employment and Non-Compete Agreement between the Registrant and Daniel E. Turssini,Turissini, effective as of July 25, 2007. *(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2007.) |
10.7 | | |
| 10.5 | | Commercial Loan Agreement, dated August 16, 2007, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 21, 2007.) |
10.8 | | |
| 10.6 | | Security Agreement, dated August 16, 2007, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 21, 2007.) |
* Management contract or compensatory plan.
10.910.7 | | Promissory Note, dated August 16, 2007, issued by the Company in favor of Cardinal Bank. (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 21, 2007.) |
10.10 | | |
| 10.8 | | Promissory Note, dated November 5, 2007, between Protexx, Inc. and its subsidiaries, including but not limited to 22THEN LLC, as borrower, WidePoint Corporation, as lender, and Peter Letizia, as guarantor. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on November 9, 2007.) |
10.11 | | |
| 10.9 | | Revolving Line of Credit Agreement, dated as of November 5, 2007, by and among Protexx, Inc. and its subsidiaries, including but not limited to 22THEN LLC, as borrower, Peter Letizia, as guarantor, and WidePoint Corporation, as lender. (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q filed on November 9, 2007.) |
10.12 | | |
| 10.10 | | Security Agreement, dated as of November 5, 2007, given by Protexx, Inc. and each of its subsidiaries and 22THEN LLC, collectively, as debtors, to and in favor of WidePoint Corporation, as secured party. (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q filed on November 9, 2007.) |
10.13 | | |
| 10.11 | | Software Escrow Agreement, dated as of November 5, 2007, between 22THEN LLC and Protexx Incorporated, collectively, as supplier, WidePoint Corporation, as user, and Foley &Lardner& Lardner LLP, as escrow agent. (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 10-Q filed on November 9, 2007.) |
* Management contract or compensatory plan.
10.14 | | |
| 10.12 | | $2,000,000 Installment Cash Promissory Note, dated January 4, 2008, issued by the Company in favor of Jin Kang. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.15 | | |
| 10.13 | | Employment and Non-Compete Agreement, dated as of January 4, 2008, between the Company, iSYS LLC and Jin Kang. * (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.16 | | |
| 10.14 | | Commercial Loan Agreement, dated January 2, 2008, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.17 | | |
| 10.15 | | Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
* Management contract or compensatory plan.
10.1810.16 | | $5,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor of Cardinal Bank. (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.19 | | |
| 10.17 | | Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.20 | | |
| 10.18 | | $2,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor of Cardinal Bank. (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.21 | | |
| 10.19 | | Debt Subordination Agreement, dated January 2, 2008, between the Company and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.) |
10.22 | | |
| 10.20 | | Common Stock Purchase Agreement, dated April 29, 2008, between the Company and Deutsche Bank AG, London Branch. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008.) |
10.23 | | |
| 10.21 | | Escrow Agreement, dated April 29, 2008, between the Company, Deutsche Bank AG, London Branch and Foley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008.) |
10.24 | | |
| 10.22 | | Common Stock Purchase Agreement, dated May 16, 2008, between the Company and Endurance Partners, L.P. (Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008.) |
* Management contract or compensatory plan.
10.25 | | |
| 10.23 | | Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners, L.P. and Foley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008). |
10.26 | | |
| 10.24 | | Common Stock Purchase Agreement, dated May 16, 2008, between the Company and Endurance Partners (Q.P.), L.P. (Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008). |
10.27 | | |
| 10.25 | | Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners (Q.P.), L.P. and Foley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008). |
10.28 | | |
| 10.26 | | Amendment, dated as of July 25, 2008, between the Registrant and Steven L. Komar.* (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2008). |
* Management contract or compensatory plan.
10.2910.27 | | Amendment, dated as of July 25, 2008, between the Registrant and James T. McCubbin.* (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 31, 2008). |
10.30 | | |
| 10.28 | | Asset Purchase Agreement, dated July 31, 2008, by and among the Registrant, Protexx Acquisition Corporation, Protexx Incorporated, Peter Letizia, Charles B. Manuel, Jr. and William Tabor. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 6, 2008). |
10.31 | | |
| 10.29 | | Debt Modification Agreement, dated as of March 17, 2009, between the Registrant and its subsidiaries and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2009) |
10.32 | | |
| 10.30 | | Commercial Loan Agreement, dated as of March 17, 2009, between the Registrant and its subsidiaries and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 23, 2009) |
10.33 | | |
| 10.31 | | Employment and Non-Compete Agreement, dated May 2008, between the Registrant and Ronald Oxley* (Filed herewith)Oxley (Incorporated herein by reference to Exhibit 10.33 to the Registrant’s Current Report on Form 10-K/A filed on April 30, 2009. |
| | |
| 10.32 | | Addendum Employment and Non-Compete Agreement*, dated July 15, 2009, by and between Registrant and Daniel E. Turissini (Incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on July 21, 2009) |
| | |
| 10.33 | | Supplement to Exhibit A to the Membership Interest Purchase Agreement, dated as of August 14, 2009 (Incorporated herein by reference to Exhibit 10.1 to the Registrants Report on Form 10-K/A filed on August 18, 2009) |
| | |
| 21 | | Subsidiaries of WidePoint Corporation. (Incorporated herein by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2010). |
* Management contract or compensatory plan.
| | |
| 23.1 | | Consent of Moss Adams LLP (Incorporated herein by reference to Exhibit 23.1 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2009)2010). |
| | |
| 31.1A | | Amended Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| | |
| 31.2A | | Amended Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| | |
| 32A | | Amended Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |