Summary of STEELCLOUD INC - Yahoo! Finance

Entry into a Material Definitive Agreement, Change in Directors or Principal Offic

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 12, 2009 (the "Agreement Date"), SteelCloud, Inc. ("SteelCloud" or the "Company") entered into an Amendment to Employment Agreement (the "Amended Agreement") with Robert E. Frick, the Company's Chief Executive Officer and President, pursuant to which the terms of Mr. Frick's employment agreement, dated August 27, 2007, were amended. Under the terms of the Amended Agreement, the parties agreed that Mr. Frick's employment with SteelCloud terminated effective January 9, 2009 as a result of Mr. Frick's health. Further, pursuant to the Amended Agreement, Mr. Frick resigned from the Company's Board of Directors (the "Board"). Mr. Frick shall receive paid family health and dental insurance under standard SteelCloud policies for six months from the Agreement Date and $10,231 as compensation for Mr. Frick's retained leave balance of 10 days. Additionally, Mr. Frick shall serve as a consultant to SteelCloud for six months from the Agreement Date for compensation of $11,250 per month.

A copy of the Amended Agreement is filed herewith as Exhibit 10.1.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 12, 2009, the Company and Mr. Frick mutually terminated Mr. Frick's employment agreement, and Mr. Frick resigned from the Board. Please see Item 1.01 above for additional information.

On January 14, 2009, the Board appointed (i) Brian Hajost, a former executive officer of the Company, as the Company's Chief Executive Officer, President and a member of the Board, and (ii) Kevin Murphy, the Company's current Chief Financial Officer and Executive Vice President, as a member of the Board. The Company announced these appointments by press release, a copy of which is filed herewith as Exhibit 99.1.

Brian Hajost, age 52, has most recently served as a consultant to the Company. From February 2007 until June 2008, Mr. Hajost served as Executive Vice President of Cryptek, Inc. Mr. Hajost served as Chief Operating Officer of the Company from December 2003 until June 2006 and President from June 2005 until June 2006. Prior to December 2003, he served as the Company's Executive Vice President of Sales & Marketing from June 2001 until his promotion to the COO position in 2003. Mr. Hajost also founded two consulting companies in 2006 and 2008.

Kevin M. Murphy, age 37, has served as Chief Financial Officer of the Company since January 2004. In October 2007, Mr. Murphy was also appointed as the Company's Executive Vice President. In December 2006, he was appointed as the Secretary of the Company. From May 2000 to December 2006, he served as the Company's Vice President of Finance and Administration and Assistant Secretary of the Company since May 2000. Prior thereto, he served as Chief Accounting Officer and Controller of the Company. Prior to May 2000, Mr. Murphy was employed by Ernst & Young, LLP where he served as a manager in the audit practice. Mr. Murphy holds a Bachelor of Business Administration degree from James Madison University. He is also a Certified Public Accountant.

The Company has not entered into any material contracts with Mr. Hajost or Mr. Murphy relating to the foregoing appointments.