-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DexnN3RcpGHzao2ydPvlP8OZXERtD+vqWFvEpdSl8SjC9ZFfr5oHmzNKdt5lgmlY dGIH7l7ClSZpalf3uObcsg== 0000897069-07-001521.txt : 20070730 0000897069-07-001521.hdr.sgml : 20070730 20070730161803 ACCESSION NUMBER: 0000897069-07-001521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070730 DATE AS OF CHANGE: 20070730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIDEPOINT CORP CENTRAL INDEX KEY: 0001034760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522040275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33035 FILM NUMBER: 071009725 BUSINESS ADDRESS: STREET 1: ONE LINCOLN CENTER CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 630-629-0003 MAIL ADDRESS: STREET 1: ONE LINCOLN CENTER CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: ZMAX CORP DATE OF NAME CHANGE: 19970530 8-K 1 cmw2927.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2007

_________________

WIDEPOINT CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware 000-23967 52-2040275
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) ~ Identification No.)

One Lincoln Centre, Oakbrook Terrace, Illinois 60181
(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (630) 629-0003


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  (i) Compensatory Plan, Contract or Arrangement.

WidePoint Corporation (the “Company”) and Daniel E. Turissini, Chief Executive Officer and President of Operational Research Consultants, Inc., a wholly-owned subsidiary of the Company, entered into an Addendum, dated as of July 25, 2007 (the “Addendum”), to the Employment and Non-Compete Agreement (the “Agreement”), which was previously executed between the parties in October 2004. The Addendum continues the terms of the Agreement and provides that (i)  the Agreement is extended for a fourth and a fifth consecutive annual period, with such two additional one-year periods commencing on October 25, 2007 and continuing through and including October 24, 2009; (ii) the Company will make annual payments of $25,000 to Mr. Turssini for each of the fourth and fifth annual periods from October 25, 2007 through October 24, 2009, such payments to be made in advance as of the execution date of the Addendum, but contingent upon Mr. Turissini’s compliance with the terms of the Addendum; and (iii) a Senior Management Incentive Program will be separately developed for each of the calendar years 2008 and 2009, including cash and stock award opportunities tied to performance metrics.

A copy of the Addendum is filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits

  (d) Exhibits. The following exhibit is filed herewith:

Exhibit No. Document

10.1 Addendum to Employment and Non-Compete Agreement between the Registrant and Daniel E. Turssini, effective as of July 25, 2007.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WIDEPOINT CORPORATION


 
/s/ James T. McCubbin
Date:  July 27, 2007 James T. McCubbin
Vice President and Chief Financial Officer




-2-

EX-10.1 2 cmw2927a.htm ADDENDUM TO EMP. AND NON-COMPETE AGMT.

Exhibit 10.1

ADDENDUM

EMPLOYMENT AND NON-COMPETE AGREEMENT

DANIEL TURISSINI

This Agreement is made as of July 25, 2007, between WidePoint Corporation (WidePoint) and Daniel E. Turissini (Employee), and represents an Addendum to the Employment and Non-Compete Agreement between the parties executed in October, 2004. This Addendum is intended to clarify and supplement, and not replace, the provisions of the executed and existing Employment and Non-Compete Agreement.

  1. The Employment Agreement shall be annually renewable, as contemplated in Paragraphs 1 and 4 of the original Agreement, with such Employment Period continuing hereunder.

  2. This supplemental Addendum specifically confirms that the Agreement is hereby extended for its fourth and fifth consecutive annual periods, commencing October 25, 2007 for two additional one year periods, through and including October 24, 2009.

  3. In consideration for, and as an incentive to, Employee’s incremental commitment, WidePoint agrees to annual payments of $25,000 for each of the fourth and fifth annual periods from October 25, 2007 through October 24, 2009. Such payments will be made in advance, as of the execution date of this Addendum, but are contingent upon Employee’s compliance with the terms of the Addendum.

  4. The Compensation and Benefits provisions (Paragraph 2) of the original Agreement shall remain unchanged. This includes Base Salary, Benefits, and Expenses. Apart from the provisions of the earlier Addendum, a Senior Management Incentive Program will be separately developed for each of the calendar years 2008 and 2009, including Cash and Stock award opportunities tied to performance metrics.

  5. The Termination and Non-Compete provisions (Paragraphs 4 and 5) shall remain unchanged and in effect.

        In witness whereof, the parties have executed this Addendum on the day and year first written above.

EMPLOYEE: WIDEPOINT CORPORATION:

/s/ Daniel Turissini(signed)
/s/ Steve L. Komar
Daniel Turissini, CEO, ORC Steve L. Komar, CEO
-----END PRIVACY-ENHANCED MESSAGE-----