CYSIVE INC
AMEND. #1 TO THE EXECUTIVE EMPLOYEE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>9
<FILENAME>w47078ex10-24.txt
<DESCRIPTION>AMEND. #1 TO THE EXECUTIVE EMPLOYEE AGREEMENT
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.24

                                 AMENDMENT NO. 1

                                     TO THE

                         EXECUTIVE EMPLOYMENT AGREEMENT

       THIS AMENDMENT NUMBER 1 (the "AMENDMENT") TO THE EXECUTIVE EMPLOYMENT
AGREEMENT dated as of September 24, 1999 (the "AGREEMENT") is made as of
December 28, 2000, between Cysive, Inc., a Delaware corporation (the "COMPANY"),
and John Saaty ("EXECUTIVE").

       WHEREAS, in connection with the Company's annual review of Executive
performance and market conditions governing Executive compensation, the Company
and the Executive hereby agree to amend the Agreement to designate Executive's
compensation for calendar year 2001.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company
hereby agree as follows.

              1.     SECTION 1(b) of the Agreement is hereby deleted and
replaced with the following:

                     "(b) SALARY, BONUS AND BENEFITS. For the calendar year
       2001, the Company will pay Executive a base salary of $160,000 per annum
       (the "ANNUAL BASE SALARY"). During 2001, Executive shall receive the Base
       Bonus when and if the Company achieves certain performance targets, and,
       additionally, Executive may also receive an Accelerated Bonus if and when
       the Company exceeds those certain performance targets, subject to the
       discretion of the Chief Executive Officer (the "BONUS"). The Base Bonus
       means an amount equal to the product of 0.75 multiplied by the Annual
       Base Salary and Accelerated Bonus means an additional amount as
       determined by the Chief Executive Officer. The Executive shall be
       eligible to participate in the Company's split-dollar insurance policy in
       accordance with SECTION 1(c) BELOW. Executive's Annual Base Salary and
       Bonus for any part of 2001 will be prorated based upon the number of days
       elapsed in such year. In addition, during the Employment Period,
       Executive will be entitled to such other benefits approved by the Chief
       Executive Officer and made available to the Company's senior executives,
       including, but not limited to, vacation time, tuition reimbursement,
       reimbursement of business expenses and healthcare benefits."

              2.     SECTION 1(d) of the Agreement is hereby deleted and
replaced with the following:

              "(d)   SEPARATION. Executive's employment by the Company during
the Employment Period will continue until Executive's resignation at any time or
until Executive's disability or death or until the Chief Executive Officer
terminates Executive's Employment at any time during the Employment Period (the
"SEPARATION"). If the Employment Period is terminated by the Executive without
Good Reason, then the termination


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will be effective fifteen (15) days after the date of delivery of written notice
of termination. If the Employment Period is terminated by the Board or the Chief
Executive Officer without Cause or by the Executive with Good Reason, then the
termination will be effective fifteen (15) days after the date of delivery of
written notice of termination. If the Employment Period is terminated by the
Board or the Chief Executive Officer with Cause, termination will be effective
fifteen (15) days after the date of delivery of written notice of termination.
If the Employment Period is terminated by the Board or the Chief Executive
Officer with Cause or by the Executive without Good Reason, then the Executive
shall be entitled to receive his Annual Base Salary and all fringe benefits only
through the effective date of termination. If the Employment Period is
terminated by the Board or the Chief Executive Officer without Cause or by the
Executive with Good Reason, then the Executive shall be entitled to receive an
amount equal to his Annual Base Salary plus the Base Bonus (in effect at the
time of termination) and all fringe benefits (such payments and fringe benefits
are referred hereinafter as the "SEVERANCE PAYMENT") payable over a one year
period in accordance with normal payroll practices. If the Employment Period is
terminated due to death, then the Annual Base Salary and medical insurance will
be continued through the next full calendar month following the month in which
the Executive died. If the Employment Period is terminated due to Disability (as
defined herein), then the Annual Base Salary, medical insurance and disability
insurance will be continued until the last day of the six-month period following
the Disability; provided, however, that such Annual Base Salary shall be reduced
by the amount of any disability income payments made to the Executive during
such six-month period from any insurance or other policies provided by the
Company. In the event Executive is owed amounts under this SECTION 1(d), such
amounts may be withheld by the Company upon a breach or threatened breach of the
terms and conditions of SECTION 3 below.

       3.     SECTION 5 of the Agreement is hereby deleted and replaced with the
following:


              "5.    NOTICES. Any notice provided for in this Agreement must be
       in writing and must be either personally delivered, mailed by first class
       mail (postage prepaid and return receipt requested) or sent by reputable
       overnight courier service (charges prepaid) to the recipient at the
       address below indicated:

                               If to the Company:

                               Cysive, Inc.
                               10780 Parkridge Blvd.
                               Suite 400
                               Reston, Virginia 20191
                               Attention:   Nelson A. Carbonell, Jr. and
                                            Joseph M. Boyle

                                    If to the Executive:

                               John Saaty
                               Cysive, Inc.


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                               10780 Parkridge Blvd.
                               Suite 400
                               Reston, Virginia 20191

         or such other address or to the attention of such other person as the
         recipient party shall have specified by prior written notice to the
         sending party. Any notice under this Agreement will be deemed to have
         been given when so delivered or sent or, if mailed, five days after
         deposit in the U.S. mail."

         IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement on the date first written above.


                                    CYSIVE, INC.

                                    By:       /s/ NELSON A. CARBONELL, JR.
                                             ----------------------------------
                                             Name:    Nelson A. Carbonell, Jr.
                                             Title:   Chairman, President and
                                                      Chief Executive Officer



                                    EXECUTIVE

                                     /s/ JOHN SAATY
                                    -------------------------------------------
                                    John Saaty



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