VICE CHAIRMAN'S AGREEMENT
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This AGREEMENT is made and entered into as of September 25, 1997, at Vienna,
Virginia, by and between Xxxxx X. Xxxxx ("Vice Chairman"), and GRC
International, Inc., a Delaware corporation ("Company").
In consideration of the mutual premises, promises, covenants, and agreements
herein contained, the parties hereby agree as follows:
1. The Position of Vice Chairman
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The Vice Chairman has been elected to the position of Vice Chairman of the Board
of Directors by the unanimous vote of his fellow directors on September 25,
1997. The Vice Chairman accepts his election as Vice Chairman and agrees to
serve as Vice Chairman until such time as he chooses to resign or the Board of
Directors elects a new Vice Chairman or decides not to have a Vice Chairman. The
Vice Chairman will continue to be a member of the Board of Directors, and will
continue to be an independent outside director, in recognition of his being an
independent contractor and not an employee of the Company.
2. Compensation; Independent Contractor Status
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(a) In consideration of the Vice Chairman's services as Vice Chairman, the
Company has granted the Vice Chairman a 75,000 share option under the 1996
Officers Stock Option Plan. The Company shall pay him no other separate
compensation as Vice Chairman, but will pay him the normal Board retainer and
meeting fees, after the end of each quarter. If the Vice Chairman does not
desire to receive his retainer and/or meeting fees in the form of cash, he may
elect from time to time to receive them in other forms under the various plans
available to the Company's outside directors. The Vice Chairman shall continue
to receive all other benefits as may be received by the Company's outside
directors, including but not limited to (i) life insurance, and (ii) benefits
provided under the Company's Directors Retirement Plan, as amended, until such
time as such benefits and/or plans are terminated. The Vice Chairman shall also
be fully reimbursed for all of his Company-related expenses in accordance with
Company policy.
(b) The parties agree that the Vice Chairman shall occupy the status of an
independent contractor, and thus shall be responsible for all tax payments as to
his compensation hereunder. Inasmuch as the Vice Chairman is not an employee of
the Company, the Company shall not withhold any income or employment taxes from
his compensation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
VICE CHAIRMAN: GRC INTERNATIONAL, INC.
------------------------------ By:
Xxxxx X. Xxxxx -------------------------------------
Xxx Xxxx
President & Chief Executive Officer
