NOW, THEREFORE, in consideration of the mutual covenants, agreements

 

                                                                   EXHIBIT 10.24

                          AGREEMENT AND PLAN OF MERGER

         This Agreement and Plan of Merger, made and entered into as of this
30th day of May, 1996, is by and between Trusted Information Systems, Inc., a
Maryland corporation (the "Merging Corporation"), and Trusted Information
Systems, Inc., a Delaware corporation (the "Surviving Corporation").

                                   WITNESSETH

         WHEREAS, each of the Merging Corporation and the Surviving Corporation
desires that the Merging Corporation merge with and into the Surviving
Corporation;

         WHEREAS, the Merging Corporation caused its Articles of Incorporation
to be filed in the offices of the Maryland Department of Assessments and
Taxation on March 13, 1983, and has authorized capital stock of One Million
(1,000,000) shares, consisting of Five Hundred Thousand (500,000) shares of
Class A Voting Stock, no par value (the "Class A Stock"), and Five Hundred
Thousand (500,000) shares of Class B Nonvoting Stock, no par value (the "Class
B Stock");

         WHEREAS, the Merging Corporation has duly issued, as of the date
hereof, one hundred Thirty-Four Thousand Eight Hundred Forty (134,840) shares
of the Class A Stock, One Hundred Seventy-One Thousand Five Hundred
Seventy-Eight (171,578) shares of the Class B Stock and options (the "Options")
to purchase Forty-Four Thousand Eight Hundred Thirty-Four (44,834) shares of
the Class B Stock;

         WHEREAS, the Surviving Corporation caused its Certificate of
Incorporation to be filed in the office of the Secretary of State of the State
of Delaware on May 30, 1996 and has authorized capital stock of Forty-Five
Million (45,000,000) shares, consisting of: (i) Forty Million (40,000,000)
shares of common stock, par value per share of one cent ($0.01) (the "Common
Stock"), the aggregate par value of which is Four Hundred Thousand Dollars
($400,000.00), and of which one share is duly issued and outstanding; and (ii)
Five Million (5,000,000) shares of preferred stock, par value per share of one
cent ($0.01) (the "Preferred Stock"), the aggregate par value of which is Fifty
Thousand dollars ($50,000.00), and of which no shares are issued and
outstanding;

         WHEREAS, the registered office of the Merging Corporation in the State
of Maryland is located at 3060 Washington Road (Route 97), Glenwood, Maryland
21738 and the name and address of its registered agent is Stephen T. Walker,
3060 Washington Road (Route 97), Glenwood, Maryland 21738; and the registered
office of the Surviving Corporation in the State of Delaware is located at 1209
Orange Street, in the City of Wilmington, County of New Castle, and the name of
its registered agent at such address is The Corporation Trust Company; and

         WHEREAS, the respective Boards of Directors of the constituent
corporations desire that the merger provided for herein (the "Merger") be a
tax-free reorganization pursuant to Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended;

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
and provisions hereinafter contained, the corporations that are the parties
hereto do hereby prescribe the terms and conditions of said Merger and mode of
carrying the same into effect as follows:

         FIRST:  At the time as of which the Merger (the "Merger") provided in
this Agreement shall become effective (the "Effective Time"), the Merging
Corporation shall be merged with and into the Surviving Corporation in
accordance with provisions of the Maryland General Corporation Law (the "MGCL")
and the General Corporation Law of the State of Delaware (the "DGCL"),
whereupon the separate existence of the Merging Corporation shall cease, and
the Surviving Corporation shall be the corporation surviving the Merger.

         SECOND: The Certificate of Incorporation of the Surviving Corporation,
as in effect on the Effective Time, shall continue in full force and effect as
the Certificate of Incorporation of the corporation surviving the Merger.

         THIRD:  The manner and basis of converting or exchanging issued stock
of the Merging Corporation into stock of the Surviving Corporation shall be as
follows:

                 (a)      At the Effective Time, (i) each share of the Class A
Stock and the Class B Stock that is issued and outstanding shall, by virtue of
the Merger and without further action by the Surviving Corporation or the
holder thereof, be converted into Forty (40) shares of the Common Stock, and
(ii) each Option shall, by virtue of the Merger and without further action by
the Surviving Corporation or the holder thereof, be converted into an option to
purchase that number of shares of the Common Stock equal to the product of (A)
the number of shares of Class B Stock issuable upon the exercise of such Option
and (B) Forty (40), at a purchase price per share of Common Stock equal to the
product of (I) the exercise price per share of Class B Stock issuable upon the
exercise of the Option and (II) a fraction, (x) the numerator of which is equal
to one and (y) the denominator of which is equal to Forty (40).

                 (b)      After the Effective Time, the number of shares of
Common Stock held by each stockholder, or issuable to each holder of an Option
upon the exercise of such Option, is set forth opposite each such party's name
on Exhibit 1 hereto ("Exhibit 1").

                 (c)      After the Effective Time, each outstanding
certificate representing shares of capital stock of the Merging Corporation
will be treated by the Surviving Corporation for all corporate purposes as
evidencing ownership of that number of shares

                                    - 2 -

of Common Stock of the Surviving Corporation determined in accordance with the
provisions of Section 1(a) hereof and each Option will be treated by the
Surviving Corporation for all corporate purposes as an option to purchase that
number of shares of Common Stock determined in accordance with the provisions
of Section 1(a) hereof.

                 (d)      The sole share of Common Stock that is issued and
outstanding immediately prior to the Effective Date shall, by virtue of the
Merger and without further action, cease to exist and shall be canceled.

                 (e)      Promptly after the Effective Time, each holder of
certificate(s) evidencing shares of capital stock of the Merging Corporation
may submit such certificate(s) to the Secretary of the Surviving Corporation,
and, upon receipt thereof, the Surviving Corporation shall issue and deliver a
new certificate(s) to the respective holder evidencing ownership of that number
of shares of the Surviving Corporation as set forth opposite such stockholder's
name on Exhibit 1 hereto under the caption "Number of Shares of the Surviving
Corporation".

                 (f)      Promptly after the Effective Time, the Surviving
Corporation shall issue and deliver a new option to the respective holder
evidencing the right to purchase that number of shares of the Surviving
Corporation as set forth opposite such option holder's name on Exhibit 1 hereto
under the caption "Number of Shares of the Surviving Corporation Issuable upon
Exercise of Option".

                 (g)      There are no shares of the Preferred Stock
outstanding.

         FOURTH: The terms and conditions of the Merger are as follows:

                 (a)      The By-laws of the Surviving Corporation as they
shall exist at the Effective Time shall be and remain the By-laws of the
Surviving Corporation until the same shall be altered, amended or repealed as
therein provided.

                 (b)      The directors and officers of the Surviving
Corporation as of the Effective Time shall be the directors and officers of the
Surviving Corporation and shall continue in office for the terms provided by
law or in the By-laws, or until their respective successors are elected and
qualified.

                 (c)      The Merger shall become effective upon acceptance of
the Certificate of Merger by the Office of the Secretary of State of the State
of Delaware in accordance with the provisions of paragraph (c)(3) of Section
103 of the DGCL.

                 (d)      At the Effective Time, all property, rights,
privileges, franchises, patents, trademarks, licenses, registration, and other
assets of every kind and description of the Merging Corporation shall be
transferred to, vested in and devolved upon the Surviving Corporation without
further act or deed and all property, rights, and every other

                                     - 3 -

interest of the Merging Corporation and the Surviving Corporation shall be as
effectively the property of the Surviving Corporation as they were of the
Merging Corporation and the Surviving Corporation, respectively. All rights of
creditors of the Merging Corporation and all liens upon any property of the
Merging Corporation shall be preserved unimpaired, and all debts, liabilities
and duties of the Merging Corporation shall attach to the Surviving Corporation
and may be enforced against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by the Surviving Corporation.  At
any time, or from time to time, after the Effective Time, the last acting
officers of the Merging Corporation, or the corresponding officers of the
Surviving Corporation, may, in the name of the Merging Corporation, execute and
deliver or cause to be executed and delivered all such deeds and instruments
and to take or cause to be taken such further or other action as the Surviving
Corporation may deem necessary or desirable in order to vest in and conform to
the Surviving Corporation title to and possession of any property of the
Merging Corporation acquired or to be acquired by reason of or as a result of
the Merger herein provided for and otherwise to carry out the intents and
purposes hereof, and the proper officers and directors of the Surviving
Corporation are fully authorized in the name of the Merging Corporation or
otherwise to take any and all such action.

                 (e)      The Surviving Corporation hereby  (i) agrees that it
may be served with process in the State of Maryland in any proceeding for the
enforcement of any obligation of the merged corporation and in any proceeding
for the enforcement of the rights of a dissenting shareholder of the Merging
Corporation;  (ii) irrevocably appoints the Secretary of State of Maryland as
its agent to accept service of process in any such proceeding; and  (iii)
agrees that it will promptly pay to dissenting shareholders of the Merging
Corporation the amount, if any, to which they shall be entitled pursuant to the
laws of the State of Maryland.

         FIFTH:  Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the board of directors of any
constituent corporation at any time prior to the date of filing of the
Certificate of Merger with the Office of the Secretary of State of the State of
Delaware.  This Agreement may be amended by the boards of directors of the
constituent corporations at any time prior to the date of filing of the
Certificate of Merger with the Office of the Secretary of State of the State of
Delaware, provided that an amendment made subsequent to the adoption of this
Agreement by the stockholders of any constituent corporation shall not  (a)
alter or change the amount or kind of shares, securities, cash, property and/or
rights to be received in exchange for or on conversion of all or any of the
shares of any class or series thereof of such constituent corporation,  (b)
alter or change any term of the Certificate of Incorporation of the surviving
corporation to be effected by the Merger, or  (c)  alter or change any of the
terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of any class or series thereof of such constituent
corporation.

                                     - 4 -

         SIXTH:  (a)      This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Delaware.

                 (b)      This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns,
provided that this Agreement may be assigned by operation of law or otherwise
by any party without the consent of the other parties.

                 (c)      This Agreement contains the entire agreement between
the parties hereto with respect to the transactions contemplated herein, and
supersedes all prior agreements and understandings, whether written or oral,
between the parties hereto with respect to the subject matter of this
Agreement.

                 (d)      The Merging Corporation and the Surviving Corporation
each agree to execute and deliver such other documents, certificates,
agreements and other writings and to take such other actions as may be
necessary or desirable in order to consummate or implement expeditiously the
transactions contemplated by this Agreement.

         IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
boards of directors have caused these presents to be executed by the President
and attested by the Secretary of each party hereto as the respective act, deed
and agreement of each of said corporations, as of this 30th day of May, 1996.

                                                
ATTEST:                                            TRUSTED INFORMATION SYSTEMS, INC.,
                                                   A MARYLAND CORPORATION (THE MERGING CORPORATION)

By:      /s/ Homayoon Tajalli                      By:      /s/ Stephen T. Walker             
     --------------------------------------             --------------------------------------
     Homayoon Tajalli, Secretary                         Stephen T. Walker, President and CEO

ATTEST:                                            TRUSTED INFORMATION SYSTEMS, INC.,
                                                   A DELAWARE CORPORATION (THE SURVIVING CORPORATION)

By:      /s/ Harvey Weiss                          By:      /s/ Stephen T. Walker             
     --------------------------------------             --------------------------------------
     Harvey L. Weiss, Secretary                          Stephen T. Walker, President and CEO
- 5 -

Basic Info X:

Name: NOW, THEREFORE, in consideration of the mutual covenants, agreements
Type: Agreements
Date: June 7, 1996
Company: TRUSTED INFORMATION SYSTEMS INC
State: Delaware

Other info:

Date:

  • March 13 , 1983
  • May 30 , 1996
  • 30th day of May , 1996

Organization:

  • Trusted Information Systems , Inc.
  • Maryland Department of Assessments
  • County of New Castle
  • Maryland General Corporation
  • General Corporation Law of the State of Delaware
  • Secretary of State of Maryland
  • the State of Maryland
  • Certificate of Merger
  • Office of the Secretary of State of the State of Delaware

Location:

  • Washington
  • Glenwood
  • Wilmington
  • State of Maryland
  • DELAWARE

Money:

  • $ 400,000.00
  • one cent
  • $ 0.01
  • $ 50,000.00

Person:

  • Homayoon Tajalli
  • Harvey Weiss
  • Harvey L. Weiss
  • Stephen T. Walker