-----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, EMXCrv2eYMLPPBh5BaFK8mI++/rNHmdRUyTeY+p71p7ZiQog0msmryVQRyZs9v8o a0HjiwQaAE6oEr9OMBB1yg== 0000897069-09-001186.txt : 20090721 0000897069-09-001186.hdr.sgml : 20090721 20090721163616 ACCESSION NUMBER: 0000897069-09-001186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090715 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090721 DATE AS OF CHANGE: 20090721 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: 09955348 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 cmw4403.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 15, 2009

_________________

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

Delaware 001-33035 52-2040275
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)

18W100 22nd Street, Suite 104, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

        On July 15, 2009, the Registrant and Daniel E. Turissini, the Registrant’s Chief Technology Officer and the Chief Executive Officer of the Registrant’s wholly owned subsidiary, Operational Research Consultants, Inc., entered into an addendum (the “Addendum”) to that certain Employment and Non-Compete Agreement, dated as of October 24, 2004, by and between the Registrant and Mr. Turissini (as amended, the “Employment Agreement”). A complete copy of the Addendum is filed herewith as an exhibit to this Form 8-K.

        The Addendum provides that the term of the Employment Agreement is extended for a two year period ending on October 31, 2011, with Mr. Turissini’s annual base compensation from July 1, 2009 to October 31, 2011 being increased by $25,000 to a total of $250,000, which base compensation shall remain in effect for the duration of the two year extension period. Any additional incentive compensation under the Employment Agreement will be determined on an annual basis pursuant to the Registrant’s Senior Management Incentive Program. The Addendum also amended paragraph 4(v) of the Employment Agreement to provide that in the event Mr. Turissini’s employment with the Registrant is terminated for a proper business purpose as described in the Employment Agreement, then Mr. Turissini will receive his salary and benefits each month for the six month period immediately following such termination. The prior provisions of such paragraph 4(v) of the Employment Agreement provided that Mr. Turissini would receive the lesser of either (A) his salary and benefits each month for the six month period immediately following such termination or (B) in the event less than six months remained in the then current term of his employment, then he would receive his salary and benefits for such lesser remaining period of time. The Non-Compete provisions of the Employment Agreement remain unchanged under the Addendum.

Item 9.01 Financial Statements and Exhibits

  (d) Exhibits

  The following exhibit is furnished herewith:

  99.1 Addendum Employment and Non-Compete Agreement, dated July 15, 2009, by and between Registrant and Daniel E. Turissini

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 21, 2009 James T. McCubbin
Vice President and Chief Financial Officer
EX-99.1 2 cmw4403a.htm ADDENDUM

ADDENDUM

EMPLOYMENT AND NON-COMPETE AGREEMENT

DANIEL E. TURISSINI

This Agreement is made as of July 15, 2009, between WidePoint Corporation (WidePoint) and Daniel E. Turissini (Employee), and represents an additional Addendum to the Employment and Non-Compete Agreement (EXHIBITS A & B) between the parties executed in October, 2004 and October, 2006, respectfully. 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 defined in Paragraphs 1 and 4 of the original Agreement and its Addendums, with such Employment Period continuing hereunder, with the current term of employment extended through October 31, 2011.

  2. This Addendum specifically confirms that the Agreement and its Addendums is hereby extended for its fifth consecutive annual period, through and including October 31, 2011.

  3. The Compensation and Benefits provisions (Paragraph 2) of the original Agreement and its Addendums shall remain unchanged for the fifth year of the Agreement, except that Base Compensation at an annual rate of $250,000 shall have been in effect prior to the execution date of this Agreement. A Senior Management Incentive Program will be separately developed for calendar year 2009, including Cash and Stock award opportunities tied to performance metrics. Based on his WidePoint role the employee will also be eligible for 100% reimbursement of educational expenses, by WidePoint Corporation, providing the employee pursues an advanced degree related to his work at WidePoint.

  4. The Termination (Paragraph 4) shall remain unchanged and in effect; as stipulated in EXHIBITS A & B; except that the following:

  a. “(II) the Company shall pay to Employee the lesser of (A) Employee’s salary and benefits each month for the six (6) month period immediately following such termination under subparagraph (v) or (B) in the event less than six (6) months remains in the then current term of Employee’s employment with the Company, then Employee shall receive Employee’s salary and benefits each month for such lesser remaining period of time.” Shall be amended to read:
  b. “(II) the Company shall pay to Employee salary and benefits each month for the six (6) month period immediately following such termination under subparagraph (v).”

Page 1 of 2


  5. The Non-Compete provisions (Paragraph 5) shall remain unchanged and in effect; as stipulated in EXHIBITS A & B.

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

EMPLOYEE: WIDEPOINT CORPORATION:


/s/ Daniel E. Turissini
/s/ Steve L. Komar
Daniel E. Turissini, CEO, ORC Steve L. Komar, CEO
                                  CTO, WYY










Page 2 of 2

-----END PRIVACY-ENHANCED MESSAGE-----