Exhibit 10.12
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this
"AGREEMENT") is made as of January 23, 2003, among DigitalNet Holdings, Inc., a
Delaware corporation (the "COMPANY"), DigitalNet, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("DIGITALNET"), DigitalNet Government
Solutions, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of DigitalNet ("DGS") and Xxxxxx Xxxxx (the "EXECUTIVE").
WHEREAS, the Company, DigitalNet and Executive entered into a
Consulting Agreement (the "Consulting Agreement") as of January 10, 2002 (the
"Initial Date"), whereby the Company engaged Executive as a consultant and
Executive purchased 350,000 shares of the Company's Common Stock (the "COMMON
STOCK"), par value $0.001 per share (the "EXECUTIVE STOCK"). Certain definitions
are set forth in Section 9 of this Agreement.
WHEREAS, the Company, DigitalNet, DGS and Executive desire to amend and
restate the Consulting Agreement to provide for, among other things, the
Executive's employment by the Company and DGS.
The parties hereto agree as follows:
PROVISIONS RELATING TO EXECUTIVE STOCK
1. RESERVED.
2. PURCHASE AND SALE OF EXECUTIVE STOCK.
(a) Upon the Initial Date, Executive purchased, and the
Company sold, 350,000 shares of Common Stock at a price of $0.10 per share.
Executive delivered to the Company a check or wire transfer of funds in the
aggregate amount of $350 and a promissory note in an aggregate principal amount
of $34,650 (the "EXECUTIVE NOTE"). Executive's obligations under the Executive
Note are secured by a pledge of all of the shares of Common Stock purchased
hereunder to the Company and in connection therewith, Executive entered into a
pledge agreement (the "Pledge Agreement").
(b) RESERVED.
(c) In connection with the purchase and sale of the Executive
Stock hereunder, Executive represented and warranted to the Company that:
(i) The Executive Stock acquired by Executive
pursuant to the Consulting Agreement was acquired for Executive's own account
and not with a view to, or intention of, distribution thereof in violation of
the Securities Act, or any applicable state securities laws, and the Executive
Stock will not be disposed of in contravention of the Securities Act or any
applicable state securities laws.
(ii) Executive is an executive officer of the
Company, is sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of
his investment in the Executive Stock for an indefinite period of time because
the Executive Stock has not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available.
(iv) Executive had an opportunity to ask questions
and receive answers concerning the terms and conditions of the offering of
Executive Stock and has had full access to such other information concerning the
Company as he has requested.
(v) Executive is a resident of Maryland.
(d) As an inducement to the Company, DigitalNet and DGS to
enter into this Agreement, as a condition thereto, Executive acknowledges and
agrees that neither the issuance of the Executive Stock to Executive nor any
provision contained herein shall entitle Executive to remain in the employment
of the Company or DGS or affect the right of the Company or DGS to terminate
Executive's employment at any time for any reason.
(e) In connection with the Consulting Agreement, Executive
entered into a joinder agreement (the "Joinder Agreement"), pursuant to which
Executive agreed to be bound by the terms of the Stockholders Agreement.
(f) Notwithstanding any provisions of the Pledge Agreement or
anything herein to the contrary, until the occurrence of a Sale of the Company,
all certificates evidencing shares of Executive Stock shall be held by the
Company for the benefit of Executive and the other holder(s) of Executive Stock.
Upon the occurrence of a Sale of the Company or a Public Offering, the Company
will return the certificates for the Executive Stock to the record holders
thereof.
(g) Concurrently with the execution of the Consulting
Agreement, Executive executed in blank ten stock transfer powers in the form of
EXHIBIT B to the Consulting Agreement (the "STOCK POWERS") with respect to the
Executive Stock and delivered such Stock Powers to the Company. The Stock Powers
authorized the Company to assign, transfer and deliver the shares of Executive
Stock to the appropriate acquiror thereof pursuant to SECTION 3 below, Section 6
of the Stockholders Agreement or the Pledge Agreement, and under no other
circumstances.
(h) In connection with the purchase and sale of the Executive
Stock hereunder, Executive represents and warrants to the Company that this
Agreement constitutes the legal, valid and binding obligation of Executive,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by Executive does not and will not
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conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.
3. REPURCHASE OPTION.
(a) In the event that Executive ceases to be employed by the
Company and DGS for any reason (the "SEPARATION"), the Executive Stock (whether
held by Executive or one or more of Executive's transferees, other than the
Company) will be subject to repurchase, in each case at the option of the
Company, GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR") and GTCR
Co-Invest, L.P., a Delaware limited partnership (together with GTCR, the
"INVESTORS" and each, an "INVESTOR"), Xxx X. Xxxxx ("Bajaj") and Xxxx Xxxxxxxxxx
("Xxxxxxxxxx") pursuant to the terms and conditions set forth in this Section
3(a) (the "REPURCHASE OPTION"). A percentage of the Executive Stock will be
subject to repurchase at the Fair Market Value for such shares, calculated in
accordance with the following schedule (the "FAIR MARKET VALUE SHARES"):
(i) 2.0833% as of the Initial Date;
(ii) 2.0833% on the last day of each full calendar
month beginning with the first full calendar month following the Initial Date,
PROVIDED HOWEVER, that no further shares of Executive Stock will become Fair
Market Value Shares following the Separation; and
(iii) 100% upon a Sale of the Company.
The purchase price for the remaining shares of Executive Stock shall be the
Executive's Original Cost for such shares (the "ORIGINAL COST SHARES").
(b) The Company may elect to purchase all or any portion of
the Original Cost Shares and the Fair Market Value Shares by delivering written
notice (the "REPURCHASE NOTICE") to the holder or holders of the Executive Stock
within 180 days after the Separation. The Repurchase Notice will set forth the
number of Original Cost Shares and Fair Market Value Shares to be acquired from
each holder, the aggregate consideration to be paid for such shares and the time
and place for the closing of the transaction. The number of shares to be
repurchased by the Company shall first be satisfied to the extent possible from
the shares of Executive Stock held by Executive at the time of delivery of the
Repurchase Notice. If the number of shares of Executive Stock then held by
Executive is less than the total number of shares of Executive Stock which the
Company has elected to purchase, the Company shall purchase the remaining shares
elected to be purchased from the other holder(s) of Executive Stock under this
Agreement, pro rata according to the number of shares of Executive Stock held by
such other holder(s) at the time of delivery of such Repurchase Notice
(determined as nearly as practicable to the nearest share). The number of
Original Cost Shares and Fair Market Value Shares to be repurchased hereunder
will be allocated among Executive and the other holders of Executive Stock (if
any) pro rata according to the number of shares of Executive Stock to be
purchased from such person.
(c) If for any reason the Company does not elect to purchase
all of the Executive Stock pursuant to the Repurchase Option, the Investors,
Bajaj and Xxxxxxxxxx shall be
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entitled to exercise the Repurchase Option for all or any portion of the shares
of Executive Stock that the Company has not elected to purchase (the "AVAILABLE
SHARES"). As soon as practicable after the Company has determined that there
will be Available Shares, but in any event within 150 days after the Separation,
the Company shall give written notice (the "OPTION NOTICE") to the Investors,
Bajaj and Xxxxxxxxxx setting forth the number of Available Shares and the
purchase price for the Available Shares. The Investors, Bajaj and Xxxxxxxxxx may
elect to purchase any or all of the Available Shares by giving written notice to
the Company within one month after the Option Notice has been given by the
Company. If the Investors, Bajaj and Xxxxxxxxxx elect to purchase an aggregate
number of shares greater than the number of Available Shares, the Available
Shares shall be allocated among the Investors, Bajaj and Xxxxxxxxxx based upon
the number of shares of Common Stock owned by each on a fully diluted basis
(excluding, in the case of Bajaj and Xxxxxxxxxx, Unvested Executive Stock, as
defined in those Senior Management Agreements dated September 7, 2001, among the
Company, DigitalNet and each of Bajaj and Xxxxxxxxxx, respectively). As soon as
practicable, and in any event within ten days, after the expiration of the
one-month period set forth above, the Company shall notify each holder of
Executive Stock as to the number of shares being purchased from such holder by
the Investors, Bajaj and Xxxxxxxxxx (the "SUPPLEMENTAL REPURCHASE NOTICE"). At
the time the Company delivers the Supplemental Repurchase Notice to the
holder(s) of Executive Stock, the Company shall also deliver written notice to
the Investors, Bajaj and Xxxxxxxxxx setting forth the number of shares the
Investors and Bajaj are entitled to purchase, the aggregate purchase price and
the time and place of the closing of the transaction. The number of Original
Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be
allocated among the Company, the Investors, Bajaj and Xxxxxxxxxx pro rata
according to the number of shares of Executive Stock to be purchased by each of
them. Notwithstanding the foregoing, the Investors, Bajaj and Xxxxxxxxxx shall
not exercise their Repurchase Option as to the Original Cost Shares pursuant to
this Section 3(c) if the Company has sufficient assets to fully exercise its
Repurchase Option as to the Original Cost Shares but has not exercised such
right.
(d) The closing of the purchase of the Executive Stock
pursuant to the Repurchase Option shall take place on the date designated by the
Company in the Repurchase Notice or Supplemental Repurchase Notice, which date
shall not be more than one month nor less than five days after the delivery of
the later of either such notice to be delivered. The Company will pay for the
Executive Stock to be purchased by it pursuant to the Repurchase Option by first
offsetting amounts outstanding under any bona fide debts owed by Executive to
the Company and will pay the remainder of the purchase price by, at its option,
(A) a check or wire transfer of funds, or (B) a check or wire transfer of funds
for at least one-third of the purchase price, and a subordinated note or notes
payable in two equal annual installments beginning on each of the first and
second anniversary of the closing of such purchase and bearing interest (payable
quarterly) at a rate per annum equal to the prime rate as published in THE WALL
STREET JOURNAL from time to time in the aggregate amount of the remainder of the
purchase price for such shares. The Investors, Bajaj and Xxxxxxxxxx will pay for
the Executive Stock purchased by it by a check or wire transfer of funds. The
Company, the Investors, Bajaj and Xxxxxxxxxx will be entitled to receive
customary representations and warranties from the sellers regarding such sale
and to require that all sellers' signatures be guaranteed.
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(e) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Executive Stock by the Company shall be subject to
applicable restrictions contained in the Delaware General Corporation Law and in
the Company's and its Subsidiaries' debt and equity financing agreements. If any
such restrictions prohibit the repurchase of Executive Stock hereunder which the
Company is otherwise entitled or required to make, the Company may make such
repurchases as soon as it is permitted to do so under such restrictions.
(f) Notwithstanding anything to the contrary contained in this
Agreement, if the Executive delivers the notice of objection described in the
definition of Fair Market Value, or if the Fair Market Value of a Fair Market
Value Share is otherwise determined to be an amount more than 10% greater than
the per share repurchase price for Fair Market Value Shares originally
determined by the Company Board, each of the Company, the Investors, Bajaj and
Xxxxxxxxxx shall have the right to revoke its or their exercise of the
Repurchase Option for all or any portion of the Executive Stock elected to be
repurchased by it by delivering notice of such revocation in writing to the
holders of the Executive Stock during (i) the thirty-day period beginning on the
date the Company, the Investors, Bajaj and Xxxxxxxxxx receive Executive's
written notice of objection and (ii) the thirty-day period beginning on the date
the Company, the Investors and Bajaj are given written notice that the Fair
Market Value of a Fair Market Value Share was finally determined to be an amount
more than 10% greater than the per share repurchase price for Fair Market Value
Shares originally determined by the Company Board.
(g) Subject to the restrictions contained in SECTION 4(b)(ii)
hereof, promptly following the occurrence of Public Offering, the Company shall
use all commercially reasonable efforts to file a Form S-8/S-3 under the
Securities Act in order to enable the Executive Stock to be registered under the
Securities Act and to be resold from time to time by Executive; provided that
after the fifth anniversary of the Initial Date, the Executive may only sell
Executive Stock under such Form S-8/S-3 up to a maximum number of shares of
Executive Stock equal to the greater of (x) in any three month period, an amount
equal to the greater of the amount specified in Rule 144(e)(1) (without regard
to any other restriction under Rule 144) and (y) an amount that could be sold by
Executive pursuant to SECTION 4(b) of this Agreement (without regard to SECTION
4(c) of this Agreement).
(h) The provisions of SECTION 3(a) through SECTION 3(f),
inclusive, shall terminate immediately prior to consummation of a Liquidity
Event (provided that the Liquidity Event is consummated).
4. RESTRICTIONS ON TRANSFER OF EXECUTIVE STOCK.
(a) RETENTION OF EXECUTIVE STOCK. Executive shall not sell,
transfer, assign, pledge or otherwise dispose of any interest in any shares of
Executive Stock, except pursuant to: (i) a Sale of the Company, (ii) Section 3
of this Agreement, (iii) Section 4 of the Stockholders Agreement, (iv) an
Approved Sale (as defined in Section 6 of the Stockholders Agreement) or (v) the
provisions of Section 4(b) below.
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(b) CERTAIN PERMITTED TRANSFERS. The restrictions in this
Section 4 will not apply with respect to (i) transfers of shares of Executive
Stock pursuant to applicable laws of descent and distribution, (ii) transfer of
shares of Executive Stock among Executive's Family Group, (iii) transfers of
Fair Market Value Shares at such time as the Investors sell shares of Common
Stock in a Public Sale, but in the case of this clause (iii) only an amount of
shares (the "TRANSFER AMOUNT") equal to the lesser of (A) the number of shares
of Fair Market Value Shares owned by Executive and (B) the number of shares of
Executive Stock owned by the Executive, multiplied by a fraction (the "TRANSFER
FRACTION"), the numerator of which is the number of shares of Common Stock sold
by the Investors and their Affiliates in such Public Sale and the denominator of
which is the total number of shares of Common Stock held by the Investors and
their Affiliates prior to the Public Sale; PROVIDED THAT, if at the time of a
Public Sale of shares by the Investors, the Executive chooses not to Transfer
the Transfer Amount, the Executive shall retain the right to Transfer an amount
of Executive Stock at a future date equal to the lesser of (x) the number of
Fair Market Value Shares owned by Executive at such future date and (y) the
number of shares of Executive Stock owned by Executive at such future date
multiplied by the Transfer Fraction; PROVIDED FURTHER that any in-kind
distributions of Common Stock by the Investors to their limited partners shall
be deemed to be a Public Sale for purposes of this SECTION 4(b)(iii) or (iv)
transfers of Fair Market Value Shares at any time the Common Stock held by the
Investors or their Affiliates is included on a resale registration statement
that is not part of an underwritten offering (the "Resale Shelf"), but in the
case of this clause (iv) only an amount equal to the lesser of (A) the number of
Fair Market Value shares owned by Executive and (B) the number of shares of
Executive Stock owned by Executive, multiplied by a fraction, the numerator of
which is the total number of shares of Common Stock included by the Investors
and their Affiliates on the Resale Shelf and the denominator of which is the
total number of shares of Common Stock held by the Investors and their
Affiliates prior to the effectiveness of the Resale Shelf. The restrictions
contained in this SECTION 4 will continue to be applicable to the Executive
Stock after any such transfer and the transferees of such Executive Stock have
agreed in writing to be bound by the provisions of this Agreement and the
Ancillary Agreements.
(c) TERMINATION OF RESTRICTIONS. The restrictions on the
Transfer of shares of Executive Stock set forth in this Section 4 will continue
with respect to each share of Executive Stock until the earlier of (i) the date
on which such share of Executive Stock has been transferred in a Public Sale
permitted by this SECTION 4, (ii) the consummation of an Approved Sale, (iii)
the consummation of a Liquidity Event and (iv) the fifth anniversary of the
Initial Date.
5. ADDITIONAL RESTRICTIONS ON TRANSFER OF EXECUTIVE STOCK.
(a) LEGEND. The certificates representing the Executive Stock
will bear a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM
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REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE
COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF DECEMBER __, 2002. A COPY OF
SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE."
(b) OPINION OF COUNSEL. No holder of Executive Stock may sell,
transfer or dispose of any Executive Stock (except pursuant to an effective
registration statement under the Securities Act) without first delivering to the
Company an opinion of counsel (reasonably acceptable in form and substance to
the Company) that neither registration nor qualification under the Securities
Act and applicable state securities laws is required in connection with such
transfer.
PROVISIONS RELATING TO EMPLOYMENT
6. EMPLOYMENT. The Company and DGS agree to employ Executive and
Executive accepts such employment for the period beginning as of the date hereof
and ending upon his separation pursuant to Section 6(c) hereof (the "EMPLOYMENT
PERIOD").
(a) POSITION AND DUTIES. During the Employment Period,
Executive shall serve as a Senior Vice President of the Company and the
President of DGS and shall have such duties, responsibilities and authority as
may be assigned by the President of the Company and the Chief Executive Officer
of DGS, subject to the power of the Company Board and the DGS Board to expand or
limit such duties, responsibilities and authority. Executive shall report to the
President of the Company. Executive shall devote his best efforts and his full
business time and attention to the business and affairs of the Company and DGS.
(b) SALARY, BONUS AND BENEFITS. Commencing on the date of this
Agreement, the Company will pay Executive a base salary (the "ANNUAL BASE
SALARY") of $250,000 per annum, subject to any increase as determined by the
President of the Company based upon the Company's achievements of certain
objectives set by the President of the Company. In addition, Executive shall be
eligible to receive a bonus of up to fifty (50%) percent of the Annual Base
Salary based upon the Company's achievement of budgetary and other objectives
set by the President of the Company. Executive's Annual Base Salary for any
partial year 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 Company Board and made available to the
Company's senior management. Executive will be eligible for grants of options
during the Employment Period approved by the Company Board or a committee
thereof based on Executive's and the Company's performance.
(c) SEPARATION. Executive's employment by the Company and DGS
will continue until Executive's resignation, disability (as determined by the
Company in its good faith judgment) or death or until the Company terminates
Executive's employment for any reason or
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without any reason. If (i) Executive's Employment Period is terminated by the
Company without Cause or (ii) Executive resigns with Good Reason, Executive
shall be entitled to receive (x) any bonuses declared by the Company Board to be
paid to Executive, which remain unpaid as of the end of the Employment Period
and (y) his Annual Base Salary, and his life insurance, medical insurance and
disability insurance benefits (but no bonuses or other fringe benefits) through
the end of the Noncompete Period (as defined below in Section 8, including any
extensions pursuant to Section 8(a)) (such payment, the "SEVERANCE PAYMENT")
payable in accordance with normal payroll practices.
(d) STOCK OPTIONS. Any outstanding options to purchase shares
of Common Stock held by the Executive that have not vested as of a Sale of the
Company shall vest and become fully exercisable as of a Sale of the Company.
7. CONFIDENTIAL INFORMATION.
(a) Executive acknowledges that the business of the Employe
and its Affiliates and its continued success depend upon the use and protection
of a large body of confidential and proprietary information, and that he holds a
position of trust and confidence by virtue of which he necessarily possesses,
has access to and, as a consequence of his signing this Agreement, will continue
to possess and have access to, highly valuable, confidential and proprietary
information of the Company and its Affiliates not known to the public in
general, and that it would be improper for him to make use of this information
for the benefit of himself and others. All of such confidential and proprietary
information now existing or to be developed in the future will be referred to in
this Agreement as "CONFIDENTIAL INFORMATION." This includes, without limitation,
information relating to the nature and operation of the Business, the persons,
firms and corporations which are customers or active prospects of the Company
and its Affiliates during Executive's employment by the Company or its
Affiliates, the development, transition and transformation plans, methodology
and methods of doing business, strategic, acquisition, marketing and expansion
plans, including plans regarding planned and potential acquisitions and sales,
financial and business plans, employee lists, numbers and location of sales
representatives, new and existing programs and services (and those under
development), prices and terms, customer service, integration processes
requirements, costs of providing service, support and equipment and equipment
maintenance costs of the Company and its Affiliates. Confidential Information
shall not include any information that has become generally known to and
available for use by the public other than as a result of Executive's acts or
omissions.
(b) Disclosure of any Confidential Information shall not be
prohibited if such disclosure is directly pursuant to a valid and existing order
of a court or other governmental body or agency within the United States;
provided, however, that (i) Executive shall first have given prompt notice to
the Company of any such possible or prospective order (or proceeding pursuant to
which any such order may result) and (ii) Executive shall afford the Company a
reasonable opportunity to prevent or limit any such disclosure.
(c) During the Employment Period and at all times thereafter,
Executive will preserve and protect as confidential all of the Confidential
Information known to Executive or at
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any time in Executive's possession or control. In addition, during the
Employment Period and at all times thereafter, Executive will not disclose to
any unauthorized person or use for his own account any of such Confidential
Information without the Company's written consent. Executive agrees to deliver
to the Company at a Separation, or at any other time the Company may request in
writing, all memoranda, notes, plans, records, reports and other documents (and
copies thereof) containing or otherwise relating to any of the Confidential
Information (including, without limitation, all acquisition prospects, lists and
contact information) which he may then possess or have under his control.
Executive acknowledges that all such memoranda, notes, plans, records, reports
and other documents are and at all times will be and remain the property of the
Company.
(d) Executive will fully comply with any agreement reasonably
required by any of the Company's affiliates, business partners, suppliers or
contractors with respect to the protection of the confidential and proprietary
information of such entities.
8. NONCOMPETITION AND NONSOLICITATION. Executive acknowledges that in
the course of his employment with the Company and its Affiliates he will become
familiar with the Confidential Information and that his services will be of
special, unique and extraordinary value to the Company. Executive agrees that
the Company and its Affiliates have a protectable interest in the Confidential
Information acquired by Executive during the course of his employment with the
Company and its Affiliates. Therefore, Executive agrees that:
(a) NONCOMPETITION. So long as Executive is employed or
affiliated with the Company or any of its Affiliates and for an additional (i)
two years thereafter, in the event the Employment Period is terminated as a
result of Executive's resignation or is terminated with Cause or (ii) one year
thereafter, in the event the Employment Period is terminated without Cause (the
"NONCOMPETE PERIOD"), he shall not, anywhere in the United States, directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in any manner engage in the business or any other business engaged in by
the Company or any of its Affiliates at the time of Separation; provided that in
the event of a termination without Cause, the Company may extend the Noncompete
Period for an additional one-year term by giving notice to Executive ninety (90)
days prior to the end of the then-existing Noncompete Period.
(b) NONSOLICITATION. During the Noncompete Period, Executive
shall not directly or indirectly through another entity (i) induce or attempt to
induce any employee of the Company or any of its Affiliates to leave the employ
of the Company or such Affiliate, or in any way interfere with the relationship
between the Company or any of its Affiliates and any employee thereof, (ii) hire
any person who was an employee of the Company or any of its Affiliates within
180 days prior to the time such employee was hired by the Executive, (iii)
induce or attempt to induce any owner of a site location, customer, supplier,
licensee or other business relation of the Company or any of its Affiliates to
cease doing business with the Company or such Affiliaite or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company or any of its Affiliates or (iv) directly or indirectly
acquire or attempt to acquire an interest in any business relating to the
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business of the Company or any of its Affiliates and with which the Company or
any of its Affiliates has entertained discussions or has requested and received
information relating to the acquisition of such business by the Company or any
of its Affiliates in the two-year period immediately preceding a Separation.
(c) ENFORCEMENT. If, at the time of enforcement of Section 7
or 8 of this Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum duration, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that
the court shall be allowed to revise the restrictions contained herein to cover
the maximum duration, scope and area permitted by law. Because Executive's
services are unique and because Executive has access to Confidential
Information, the parties hereto agree that money damages would be an inadequate
remedy for any breach of this Agreement. Therefore, in the event of a breach or
threatened breach of Section 7 or Section 8 of this Agreement, the Company or
any of its successors or assigns shall, in addition to other rights and remedies
existing in its favor, be entitled to specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
of Section 7 or Section 8 from any court of competent jurisdiction.
(d) ADDITIONAL ACKNOWLEDGMENTS. Executive acknowledges that
the provisions of this Section are in consideration of: (i) employment with the
Company and DGS and (ii) additional good and valuable consideration as set forth
in this Agreement. Executive expressly agrees and acknowledges that the
restrictions contained in Sections 7 and 8 do not preclude Executive from
earning a livelihood, nor does it unreasonably impose limitations on Executive's
ability to earn a living. In addition, Executive agrees and acknowledges that
the potential harm to the Company of its non-enforcement outweighs any harm to
the Executive of its enforcement by injunction or otherwise. Executive
acknowledges that he has carefully read this Agreement and has given careful
consideration to the restraints imposed upon the Executive by this Agreement,
and is in full accord as to their necessity for the reasonable and proper
protection of the Confidential Information. Executive expressly acknowledges and
agrees that each and every restraint imposed by this Agreement is reasonable
with respect to subject matter, time period and geographical area.
GENERAL PROVISIONS
9. DEFINITIONS.
"AFFILIATE" or "AFFILIATES" means any Person controlling, controlled by
or under common control with such Person.
"ANCILLARY AGREEMENTS" mean a joinder to the Pledge Agreement, the
Joinder Agreement and forms of assignment in the form of the Stock Powers.
"CAUSE" means (i) the commission of a felony or a crime involving moral
turpitude or the commission of any other act or omission involving dishonesty or
fraud with respect to the
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Company or any of its Subsidiaries or any of their customers or suppliers, (ii)
conduct tending to bring the Company or any of its Subsidiaries into substantial
public disgrace or disrepute, (iii) substantial and repeated failure to perform
duties of the office held by Executive as reasonably directed by the Company,
(iv) gross negligence or willful misconduct with respect to the Company or any
of its Subsidiaries or (v) any breach of Section 7 or 8 of this Agreement.
"COMPANY BOARD" means the board of directors of the Company.
"DGS BOARD" means the board of managers of DGS.
"EXECUTIVE'S FAMILY GROUP" means Executive's spouse and descendants
(whether natural or adopted), any trust or family limited partnership or limited
liability company solely for the benefit of Executive and/or such Executive's
spouse and/or descendants and any retirement plan for such Executive.
"EXECUTIVE STOCK" will continue to be Executive Stock in the hands of
any holder other than Executive (except for the Company and the Investors and
except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Executive Stock will succeed to all rights and
obligations attributable to Executive as a holder of Executive Stock hereunder.
Executive Stock will also include shares of the Company's capital stock issued
with respect to Executive Stock by way of a stock split, stock dividend or other
recapitalization.
"FAIR MARKET VALUE" of each share of Executive Stock means the average
of the closing prices of the sales of the Common Stock on all securities
exchanges on which such Common Stock may at the time be listed, or, if there
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on any day such Common Stock is not so listed, the average of the bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day such Common Stock is not quoted in the NASDAQ System, of the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day. If at any time such Common
Stock is not listed on any securities exchange or quoted in the NASDAQ System or
the over-the-counter market, the Fair Market Value will be the fair value of
such Common Stock determined in good faith by the Company's Board of Directors
(the "BOARD CALCULATION"). If the Executive reasonably disagrees with the Board
Calculation, the Executive may, within 30 days after receipt of the Board
Calculation, deliver a notice (an "OBJECTION NOTICE") to the Company setting
forth the Executive's calculation of Fair Market Value. The Company Board and
the Executive will negotiate in good faith to agree on such Fair Market Value,
but if such agreement is not reached within 30 days after the Company has
received the Objection Notice, Fair Market Value shall be determined by an
appraiser jointly selected by the Company's Board of Directors and the
Executive, which appraiser shall submit to the Company's Board of Directors and
the Executive a report within 30 days of its engagement setting forth such
determination. If the parties are unable to agree on an appraiser within 45 days
after the Company has received the
11
Objection Notice, within seven days, each party shall submit the names of four
nationally recognized investment banking firms, and each party shall be entitled
to strike two names from the other party's list of firms, and the appraiser
shall be selected by lot from the remaining four investment banking firms. The
expenses of such appraiser shall be borne by the Executive unless the
appraiser's valuation is not less than 10% greater than the amount determined by
the Company's Board of Directors, in which case, the costs of the appraiser
shall be borne by the Company. The determination of such appraiser shall be
final and binding upon all parties. If the Repurchase Option is exercised within
90 days after a Separation, then Fair Market Value shall be determined as of the
date of such Separation; thereafter, Fair Market Value shall be determined as of
the date the Repurchase Option is exercised.
"GOOD REASON" means (i) without Executive's consent, a change in
Executive's status, title, position or responsibilities (including reporting
responsibilities) which does not represent a promotion from his status, title,
position or responsibilities as in effect immediately prior thereto, the
assignment to Executive of any duties or responsibilities which are inconsistent
with such status, title, position or responsibilities, or any removal of
Executive from or failure to reappoint or reelect him to any of such positions,
except in connection with the termination of his employment by the Company, (ii)
a reduction in Executive's Annual Base Salary, (iii) the Company's or DGS's
requiring Executive, without his consent, to be permanently relocated outside a
50 mile radius from Herndon, Virginia, (iv) the failure by the Company or the
DGS to (A) continue in effect any material compensation or material benefit plan
or (B) provide Executive with participation in compensation and benefit plans at
least equal (in terms of benefit levels and/or reward opportunities) to those
provided for under each employee benefit plan, program and practice; provided,
however, if the Executive's participation in (A) or (B) above shall be reduced
or altered on the same basis and terms as affects all other senior executives of
the Company, it shall not be Good Reason or (v) any material breach by the
Company of any material provision of this Agreement (including failure to pay
Annual Base Salary) that is not cured within 10 days following written notice to
the Company and DGS.
"LIQUIDITY EVENT" means (i) a Sale of the Company or (ii) the failure
of GTCR and its Affiliates to collectively own more than 50% of the original
number of shares of Common Stock purchased by GTCR pursuant to the Purchase
Agreement (as adjusted for any Common Stock issued with respect to such stock by
way of a stock split, stock dividend or other recapitalization).
"ORIGINAL COST" means, with respect to each share of Executive Stock
purchased hereunder, $0.10 (as proportionately adjusted for all subsequent stock
splits, stock dividends and other recapitalizations).
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof
12
"PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of shares of the Company's Common Stock
approved by the Company's Board of Directors.
"PUBLIC SALE" means (i) any sale pursuant to a registered public
offering under the Securities Act or (ii) any sale to the public pursuant to
Rule 144 promulgated under the Securities Act effected through a broker, dealer
or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).
"PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
September 7, 2001, by and among the Company, the Investors, the J. Sunny Bajaj
Trust, the Xxxxxx Xxxxx Trust, the Bajaj Family Limited Partnership and the
Xxxxxxxxxx Family, LLC.
"SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to which any Person(s) (other than the Investors and their respective
Affiliates) in the aggregate acquire(s) (i) capital stock of the Company
possessing the voting power (other than voting rights accruing only in the event
of a default, breach or event of noncompliance) to elect a majority of the
Company Board (whether by merger, consolidation, reorganization, combination,
sale or transfer of the Company's capital stock, shareholder or voting
agreement, proxy, power of attorney or otherwise), (ii) all or substantially all
of the Company's assets determined on a consolidated basis, or (iii) any
transaction or series of transactions pursuant to which any Person(s) (other
than (x) the Company or (y) the Investors and their respective Affiliates) in
the aggregate acquire(s) capital stock of the Company possessing the voting
power (other than voting rights accruing only in the event of a default, breach
or event of noncompliance) to elect a majority of the Company Board (whether by
merger, consolidation, reorganization, combination, sale or transfer of the
Company's capital stock, shareholder or voting agreement, proxy, power of
attorney or otherwise); PROVIDED, that a Sale of the Company shall not include a
Public Offering.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.
"STOCKHOLDERS AGREEMENT" means the Stockholders Agreement dated
September 7, 2001, among the Company and certain of its stockholders.
"SUBSIDIARY" means any corporation of which fifty percent (50%) or more
of the securities having ordinary voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by
DigitalNet or the Company either directly or through one or more Subsidiaries.
The term Subsidiary shall also include any joint venture arrangement between
DigitalNet or the Company and any other entity.
"TRANSFER" means to sell, transfer, assign, pledge or otherwise dispose
of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).
10. 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
13
requested) or sent by reputable overnight courier service (charges prepaid) to
the recipient at the address below indicated:
If to the Company, DigitalNet or DGS:
DigitalNet Holdings, Inc.
DigitalNet, Inc.
DigitalNet Government Solutions LLC
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxx X. Xxxxx
with a copy to:
GTCR Fund VII, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
and
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
and
Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxxxxx
0000 Xxxxxxxxxxxx Xxx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxxxx
If to the Executive:
Xxxxx Xxxxx
___________________
___________________
14
If to the Investors:
GTCR Fund VII, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
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.
11. GENERAL PROVISIONS.
(a) EXPENSES. Each of the Company, DGS, DigitalNet and the
Executive shall pay its or his legal, accounting and other expenses incurred in
connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated by this Agreement.
(b) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or
attempted Transfer of any Executive Stock in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee of such Executive Stock as the owner of
such stock for any purpose.
(c) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(d) INTENDED THIRD-PARTY BENEFICIARIES. Bajaj, Xxxxxxxxxx and
the Investors are intended to be third-party beneficiaries of the provisions of
Section 3 of this Agreement as to the
15
Repurchase Option. Except as expressly provided herein, no other third parties
are intended by the parties hereto to be beneficiaries hereof.
(e) COMPLETE AGREEMENT. This Agreement, the Executive Note,
the Pledge Agreement, the Stock Powers and the Joinder Agreement embody the
complete agreement and understanding among the parties and supersede and preempt
any prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way,
including, without limitation, the Consulting Agreement.
(f) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(g) SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, the Company, DigitalNet, DGS and their respective successors and
assigns (including subsequent holders of Executive Stock); provided that the
rights and obligations of Executive under this Agreement shall not be assignable
except in connection with a permitted transfer of Executive Stock hereunder. The
rights and obligations of GTCR under this Agreement may be assigned at any time,
in whole or in part, to any investment fund managed by GTCR, or any successor
thereto. The rights and obligations of Bajaj and Xxxxxxxxxx may be assigned at
any time, in whole or in part, to their respective successors and assigns.
(h) CHOICE OF LAW. The corporate law of the State of Delaware
will govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
(i) REMEDIES. Each of the parties to this Agreement (including
the Investors) will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or deposit)
for specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.
(j) AMENDMENT AND WAIVER. The provisions of this Agreement may
be amended and waived only with the written consent of the Company and the
Executive.
16
(k) BUSINESS DAYS. If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or holiday
in the state in which the Company's chief executive office is located, the time
period shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.
(l) TERMINATION. This Agreement (except for the provisions of
Section 6) shall survive a Separation and shall remain in full force and effect
after such Separation.
(m) ADJUSTMENTS OF NUMBERS. All numbers set forth herein which
refer to share prices or amounts will be appropriately adjusted to reflect stock
splits, stock dividends, combinations of shares and other recapitalizations
affecting the subject class of stock.
17
IN WITNESS WHEREOF, the parties hereto have executed this Senior
Management Agreement on the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Xxx X. Xxxxx
-------------------------------------------
Xxx X. Xxxxx
President and Chief Executive Officer
DIGITALNET, INC.
By: /s/ Xxx X. Xxxxx
-------------------------------------------
Xxx X. Xxxxx
President and Chief Executive Officer
DIGITALNET GOVERNMENT SOLUTIONS, L.L.C.
By: /s/ Xxx X. Xxxxx
-------------------------------------------
Xxx X. Xxxxx
Chief Executive Officer
/s/ Xxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxxx
18
SUPPLEMENT NO. 1
TO THE
AMENDED AND RESTATED
SENIOR MANAGEMENT AGREEMENT
THIS SUPPLEMENT NO. 1 TO THE AMENDED AND RESTATED SENIOR MANAGEMENT
AGREEMENT (this "AGREEMENT") is made as of March 28, 2003, among DigitalNet
Holdings, Inc., a Delaware corporation (the "COMPANY"), DigitalNet, Inc., a
Delaware corporation and wholly owned subsidiary of the Company ("DIGITALNET"),
and DigitalNet Government Solutions, LLC, a Delaware limited liability company
and a wholly-owned subsidiary of DigitalNet ("DGS"), and Xxxxxx Xxxxx
("EXECUTIVE"). Except as otherwise indicated herein, capitalized terms used and
not otherwise defined herein have the meanings ascribed to such terms in the
Management Agreement (as defined below).
WHEREAS, the Company, DigitalNet, DGS and Executive are parties to an
Amended and Restated Senior Management Agreement dated as of January 23, 2003,
(the "MANAGEMENT AGREEMENT"). Shares of Executive Stock become Fair Market Value
Shares in accordance with a schedule pursuant to Section 3(a) of the Management
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. ACCELERATED VESTING. Notwithstanding any provision to the
contrary in the Management Agreement, upon the consummation of a Public
Offering, (i) all shares of Executive Stock shall automatically become Fair
Market Value Shares and shall be Fair Market Value Shares for all purposes under
the Management Agreement, except as specifically provided for herein; and (ii)
all of the rights of the Company, the Investors, Bajaj and Xxxxxxxxxx to
repurchase Executive Stock pursuant to Section 3 of the Management Agreement
shall expire upon consummation of a Public Offering.
2. REPAYMENT OF NOTE. Immediately prior to the consummation of any
Public Offering, the entire unpaid principal balance of the Executive Note,
together with any accrued but unpaid interest thereon, shall be paid by
Executive to the Company. Upon such payment in full, the Executive Note shall be
surrendered to Executive for cancellation and shall not be reissued, in
accordance with Paragraph 6 of the Executive Note.
3. TRANSFERS. The holders of Fair Market Value Shares shall not
Transfer any interest in any shares of Executive Stock that become Fair Market
Value Shares pursuant to this Agreement ("IPO VESTING Shares") prior to the date
upon which such IPO Vesting Shares would otherwise have become Fair Market Value
Shares pursuant to the Management Agreement (had this Agreement not been
executed), unless such Transfer would have been permitted under the Management
Agreement (had this Agreement not been executed). All other restrictions on the
Transfer of Fair Market Value Shares pursuant to the Management Agreement (i)
shall apply equally to any IPO Vesting Shares, (ii) remain in full force and
effect and (iii) have not been modified by this Agreement.
4. REMEDIES. Each of the parties to this Agreement will be entitled
to enforce its rights under this Agreement specifically, to recover damages and
costs (including, without limitation, attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
5. AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and the
Executive.
6. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, DigitalNet and DGS and their respective successors and
assigns (including, without limitation, subsequent holders of Executive Stock);
provided that the rights and obligations of Executive under this Agreement shall
not be assignable except in connection with a permitted transfer of Executive
Stock. The rights and obligations of GTCR under this Agreement may be assigned
at any time, in whole or in part, to any investment fund managed by GTCR, or any
successor thereto. The rights and obligations of Bajaj and Xxxxxxxxxx may be
assigned at any time, in whole or in part, to their respective successors and
assigns.
7. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
8. COUNTERPARTS. This Agreement may be executed in separate
counterparts (including, without limitation, by means of telecopied signature
pages), each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
9. INTENDED THIRD-PARTY BENEFICIARIES. Bajaj, Xxxxxxxxxx and the
Investors are intended to be third-party beneficiaries to this entire Agreement
and the rights and obligations of the parties hereto. Except as expressly
provided herein, no other third parties are intended by the parties hereto to be
beneficiaries hereof.
10. CHOICE OF LAW. The corporate law of Delaware shall govern all
questions concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement and the exhibits and schedules hereto shall be governed by and
construed in accordance with the internal laws of the
- 2 -
State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
11. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Executive and to the Company, DigitalNet and
DGS at the addresses indicated in the Management Agreement or to such other
address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.
* * * * *
- 3 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Xxx X. Xxxxx
-------------------------------
Its: Chief Executive Officer
DIGITALNET, INC.
By: /s/ Xxx X. Xxxxx
-------------------------------
Its: Chief Executive Officer
DIGITALNET GOVERNMENT SOLUTIONS, LLC
By: /s/ Xxx X. Xxxxx
-------------------------------
Its: Chief Executive Officer
/s/ Xxxxxx Xxxxx
------------------------------------
XXXXXX XXXXX
