FISCAL 2000 CHAIRMAN'S AGREEMENT
--------------------------------
This AGREEMENT is made and entered into as of July 1, 1999, at Vienna, Virginia,
by and between Xxxxxx X. Xxxxxx, Xx. ("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 Chairman
------------------------
This agreement supersedes and replaces all previous Chairman's Agreements
between the Company and the Chairman. The Chairman agrees to serve as Chairman
until such time as he chooses to resign or the Board of Directors elects a new
Chairman. The Chairman's duties shall be as described in the Company's Bylaws.
The 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
-------------------------------------------
(a) The Company shall pay the Chairman a Chairman's fee of $25,000 per fiscal
quarter of the Company (pro-rated for partial quarters), payable after the end
of each quarter. If the Chairman does not desire to receive his Chairman's fee
in the form of cash, he may elect from time to time to receive it in other forms
under the various plans available to the Company's outside directors. The
Chairman shall not receive the normal Board retainer or any meeting fees, but
shall continue to receive all other benefits received by the Company's outside
directors, including but not limited to (i) life insurance, and (ii) an annual
grant of 3,000 at-market stock options. The Chairman shall also be fully
reimbursed for all of his Company-related expenses.
(b) For fiscal 2000 only, in order to further incentivize the Chairman along
lines that benefit shareholders, the Chairman will also be paid a bonus, which
will only be paid to the extent the Company's present business (including MCR
but without any additional acquisitions which the Company may make) exceeds the
budgeted EBT. A 10% increase in EBT renders a bonus of $30,000, and a 20%
increase in EBT renders a bonus of $100,000. Intervening percentage increases
are pro-rated. The bonus will be paid at the end of the year at the same time
executive bonuses are paid, and will be paid in the form of stock or options
under the Directors Fee Replacement Plan.
(c) The parties agree that the 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 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.
CHAIRMAN: GRC INTERNATIONAL, INC.
----------------------------- By:
Xxxxxx X. Xxxxxx, Xx. ------------------------------------
Xxxx X. Xxxxxx
President & Chief Executive Officer
2
