SEPARATION AND RELEASE AGREEMENT
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This Separation and Release Agreement ("this Agreement") is entered into as of
April 20, 1999, by and between Xxxxx X. Xxxxxx, an individual residing at 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 ("Employee"); and GRC International, Inc.,
a Delaware corporation with its principal offices at 0000 Xxxxxxx Xxxx, Xxxxxx,
Xxxxxxxx 00000 (together with its subsidiaries, the "Company").
BACKGROUND
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The parties have agreed to certain matters in connection with Employee's
separation from the Company, and wish to set forth their agreement below.
AGREEMENT
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NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. Employment Agreement. Employee and the Company are parties to an Employment
Agreement dated as of October 1, 1997 (as amended by an Amendment to Employment
Agreement also dated as of October 1, 1997, which Amendment automatically
terminated on September 1, 1998) ("Employment Agreement"). Employee and the
Company hereby agree that the Employment Agreement is hereby terminated,
effective immediately. Notwithstanding the foregoing, Employee agrees that the
provisions of Section 1(b) (Duties, regarding non-solicitation), Section 2
(Intellectual Property) and Section 3 (Proprietary Information) survive
Employee's resignation, and Employee agrees that the provisions of Section 1(b)
(Duties, regarding non-solicitation) remain in effect through September 22,
2000. Employee also agrees that any violation of the foregoing provisions shall
automatically render any benefits conferred by this Agreement null and void.
2. Resignation and Transition Plan. Employee provided the Company with six (6)
months advance written notice of his intent to terminate his employment on March
19, 1999. Employee and the Company mutually agree that the transition plan for
Employee's resignation from the Company shall be as follows. Employee's
resignation as an officer of the Company shall be effective April 20, 1999.
Employee shall make himself available for special projects through April 30,
1999 to the extent specifically requested by the Company's President. Employee
will not be expected to report to work unless specifically requested by the
Company's President. Employee will be deemed to continue as an employee through
September 22, 1999. If the Company's President requests Employee's assistance
through September 22, 1999, Employee shall provide reasonable assistance free of
charge. If the Company requests Employee's assistance after September 22, 1999,
Employee shall provide reasonable assistance as a part-time-on-call employee, or
as a consultant under the Company's standard consulting agreement, at the hourly
rate of One Hundred Dollars ($100.00).
3. Payments, Benefits. Employee will be deemed to continue as an employee and
will continue to receive his current salary and benefits through September 22,
1999, however, Employee will not accrue any additional PTO after April 30, 1999.
The Company's records indicate that Employee's health club membership is paid
through September 30, 1999, and Employee may continue to use the health club
through that date. After September 22, 1999, Employee shall be entitled to COBRA
coverage, provided he timely elects such coverage, at Employee's own expense,
for the period prescribed by law. Employee will also be considered for a fiscal
1999 bonus in September 1999, in the Company's sole discretion. The Company also
agrees to forgive Employee's currently outstanding computer loan in the amount
of approximately $2,300.
3. Stock Options.
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(a) Employee has 6,000 incentive stock options under the Company's 1994
Employee Stock Option Plan ("1994 Plan") with an exercise price of $15.44 per
share, originally granted on November 4, 1994. Those options are fully
exercisable. They will expire September 22, 1999, when Employee ceases to be an
employee of the Company.
(b) Employee has 10,000 non-qualified stock options under the 1994 Plan
with an exercise price of $23.19 per share, originally granted on September 21,
1995. These options are 75% exercisable, but subject to action of the
Compensation Committee ("Committee") of the Company's Board of Directors and
subject to all other provisions of the 1994 Plan, they shall become fully
exercisable upon the execution of this Agreement . They will expire September
22, 1999, when Employee ceases to be an employee of the Company.
(c) Employee has 6,250 non-qualified stock options under the 1994 Plan
with an exercise price of $18.313 per share, originally granted on September 26,
1996. These options are 50% exercisable, but subject to action of the Committee
and subject to all other provisions of the 1994 Plan, they shall become fully
exercisable upon the execution of this Agreement. They will expire September 22,
1999, when Employee ceases to be an employee of the Company.
(d) Employee has 10,000 non-qualified stock options under the 1994 Plan
with an exercise price of $5.50 per share, originally granted on July 24, 1997.
These options are not yet exercisable, but subject to action of the Committee
and subject to all other provisions of the 1994 Plan, they shall become fully
exercisable upon the execution of this Agreement. They will expire September 22,
1999, when Employee ceases to be an employee of the Company.
(e) Employee has 20,000 non-qualified stock options under the Company's
1998 Employee Stock Option Plan ("1998 Plan") with an exercise price of $4.844
per share, originally granted on September 17, 1998. These options are not yet
exercisable, but subject to action of the Committee and subject to all other
provisions of
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the 1998 Plan, they shall become fully exercisable upon the execution of this
Agreement. They will expire September 22, 1999, when Employee ceases to be an
employee of the Company.
(f) As of March 31, 1999, Employee has 988 non-qualified stock options
under the Company's Cash Compensation Replacement Plan ("CCRP") with various
exercise prices and exercisability dates. Employee's eligibility to participate
in the CCRP automatically ends on April 30, 1999. Subject to action of the
Committee and subject to all other provisions of the CCRP, all of Employee's
CCRP options shall become fully exercisable upon the execution of this
Agreement. They will expire September 22, 2002, pursuant to the terms of the
CCRP.
(g) Notwithstanding anything to the contrary in the foregoing clauses
(a) through (f), if the actions taken with respect to Employee's options make it
difficult for the Company to engage in a "pooling-of-interests" merger, clauses
(a) through (f) shall be null and void, and Employee's options may only be
exercised if, and to the extent, they are exercisable according to their
original terms and the terms of the respective option plans. The determination
of whether such actions make such a merger difficult shall be made by the
Company in its sole discretion. The Company will make a reasonable effort to
notify Employee of any pooling guidelines which may adversely affect his
interests under this Agreement.
(h) Notwithstanding anything to the contrary in the foregoing clauses
(a) through (g), Employee shall contact the Company's General Counsel ("General
Counsel") in advance of his desire to exercise any given option, and shall
exercise his options in the manner indicated by the General Counsel, including
but not limited to payment of the exercise price and withholding taxes in the
manner indicated by the General Counsel.
5. Voicemail, E-mail, etc. The Company will maintain Employee's voicemail and
e-mail accounts for Employee's use through September 22, 1999.
6. Confidentiality of this Agreement. Both parties agree to preserve the
confidentiality of this Agreement, except that both parties may discuss all
aspects of this Agreement with their attorneys and other professional advisors.
7. Company Property. Employee represents and warrants that he has returned to
the Company all property of the Company and its subsidiaries which was in
Employee's possession or under Employee's control. Notwithstanding the
foregoing, Employee may retain his BMW Z3 car phone, which was purchased at
Company expense, and his portable Qualcomm cellular phone, provided Employee
immediately switches the billing for these phones to his personal account, and
makes no calls at Company expense after April 30, 1999.
8. Understanding. Employee agrees (i) that he fully understands his right to
discuss all aspects of this Agreement with his private attorney and that he has
availed
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himself of this right to the extent he has desired to do so, (ii) that he has
carefully read and fully understands all of the provisions of this Agreement,
and (iii) that he is voluntarily entering into this Agreement.
9. Release.
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(a) For value received, including the additional consideration
described in this Agreement, Employee hereby fully and forever surrenders,
releases, acquits and discharges the Company, its affiliates, directors,
officers, employees, agents, attorneys and insurers, from any and all claims,
demands, causes of action, obligations and liabilities of any kind or nature
whatsoever, arising from or relating to Employee's employment with the Company
or the termination of such employment, including, without limitation, claims
arising under Title VII of the Civil Rights Act of 1964, as amended, the Equal
Pay Act, as amended, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, and/or any other federal, state or local law governing
discrimination in employment and/or the payment of wages and benefits to
employees, and/or claims for costs and attorneys' fees.
(b) Employee acknowledges receipt of this Agreement on April 19, 1999.
In accordance with the Age Discrimination in Employment Act, as amended
("ADEA"), and the Older Workers' Benefit Protection Act of 1990, (i) Employee
expressly acknowledges that he has been advised to consult with an attorney
before signing this Agreement, (ii) Employee has twenty-one (21) days from April
19, 1999 to consider this Agreement, and (iii) Employee has seven (7) days after
signing this Agreement to revoke this Agreement. This Agreement will not be
effective until the above seven (7) day revocation period has expired. Employee
acknowledges that he has been advised that this release includes, but is not
limited to, all claims under the ADEA arising up to and including the date of
execution of this Agreement by Employee.
10. Complaints, Charges or Lawsuits. Employee represents that he has not filed
any complaints or charges or lawsuits against the Company with any governmental
agency or any court, and that he will not do so at any time hereafter with
regard to his employment, the termination thereof or any thing else relating to
his employment or this Agreement; provided, however, this shall not limit
Employee from filing a lawsuit for the sole purpose of enforcing Employee's
rights under this Agreement.
11. Employee Not Aware of Any Violation of Corporate Standards of Conduct.
Employee represents and warrants that he is not aware of any action or situation
involving any violation of the Company's Corporate Standards of Conduct by any
employee, director, consultant of the Company, and that if he becomes aware of
any such action or situation, he will report it to the Company in accordance
with the Company's Corporate Standards of Conduct.
12. Binding Effect. This Agreement shall be binding upon the parties hereto,
their heirs, assigns or successors in interest.
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13. Attorney Fees. If any action, proceeding, or arbitration is instituted by or
against any of the parties in order to enforce any of the terms or provisions
hereof, or to construe the rights of the parties hereunder, then the prevailing
party shall be entitled to recover all costs thereof and reasonable attorney
fees as part of the judgment, whether or not such action is prosecuted to
judgment.
14. General Terms. This Agreement contains the entire agreement between the
parties, and all prior negotiations, understandings and agreements are
superseded by this Agreement, except as described above with respect to the
Employment Agreement between Employee and the Company. No amendment,
modification, supplement, termination or waiver of any provision of this
Agreement shall be effective unless in writing and signed by the party against
whom enforcement is sought, and then only in the specific instance and for the
specific purpose given.
15. Further Documents. The parties agree to execute all such other documents as
may be necessary to carry out the provisions and intent of this Agreement.
16. Choice of Law, Forum. This Agreement and all disputes arising hereunder
shall be governed by the laws of the Commonwealth of Virginia, without regard to
conflict of laws. All disputes arising hereunder or in connection herewith shall
be resolved in the Circuit Court of Fairfax County, Virginia, and each of the
parties hereby irrevocably submits to the jurisdiction of said court.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
WITNESS GRC INTERNATIONAL, INC.
--------------------------- By:
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Xxxx X. Xxxxxx
President & Chief Executive Officer
WITNESS XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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(date)
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