SEVERANCE COMPENSATION AGREEMENT
Exhibit 99.b
THIS
AGREEMENT is made as of the 9th day of
September
, 2005,
between CACI International
Inc, a Delaware corporation headquartered at 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx, and Xxxx X. Xxxxxx (the “Executive”) residing at 0000 Xxxxxxxxx Xxxxx,
Xxxxx Xxxxxx, XX 00000.
W
I T N E S S E T H:
WHEREAS,
the Executive is employed by CACI International Inc and/or one or more of its
wholly-owned subsidiaries (“the Company”), and the services of the Executive,
his managerial experience, and his knowledge of the affairs of the Company are
of great value to the Company;
WHEREAS,
the Board of Directors of CACI International Inc has adopted a policy governing
the obligations of the Company and its senior executives (known as the Top
Management Team) in the event that the employment of any senior executive of the
Company is terminated (the Senior Executive Severance Policy); and
WHEREAS,
the Company and the Executive desire to apply the Senior Executive Severance
Policy to the Executive through the mechanism of this Agreement;
NOW,
THEREFORE, in consideration of the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
| 1. |
The
Company and the Executive agree that the Executive is employed on an
at-will basis. Unless otherwise specifically provided in a written
agreement signed by both the Company and the Executive, the parties
understand that the Executive is employed for no fixed term or period,
that either the Company or the Executive may terminate the Executive’s
employment with the Company at any time with or without a reason, and that
this Agreement creates no contract of employment between the Company and
the Executive. |
| 2. |
The
term of this Agreement shall be for the period from August 15, 2005
through June 30, 2006, and shall automatically renew itself from
year-to-year thereafter, unless the Company provides to the Executive
written notice of the Company’s intent to amend the Senior Executive
Severance Policy and to apply the amended policy to the Executive. In the
event the Company provides such notice to the Executive, this Agreement
shall expire by its terms at the end of the full term year that begins on
the next July 1 following the date such notice is received by the
Executive. |
| 3. |
This
agreement incorporates by reference the Employment Agreement between the
Executive and the Company, a copy of which is attached hereto. In the
event of an inconsistency between the Employment Agreement and this
Severance Compensation Agreement, this Severance Compensation Agreement
shall prevail. |
| 4. |
The
Company shall have the right to terminate the Executive’s employment
without payment of severance as provided below in the event of the
Executive’s death, or on thirty (30) days written notice in the event that
the Executive shall be unable, or shall fail, to perform all of the
services required of his position with the Company as a result of any
mental or physical incapacitating disability, to the extent that such
inability or failure to perform required duties shall exist for any
consecutive ninety (90) day period. “Disability” shall be as determined by
the insurance company providing disability insurance coverage to the
Executive at the Company’s expense. The Company’s right to terminate the
Executive’s employment without payment of severance under this Paragraph
shall not limit or reduce in any way the Executive’s right to receive
benefits under any disability insurance or plan maintained by the Company
for the benefit of the Executive. |
| 5. |
The
Executive shall have the right on thirty (30) days written notice to the
Company to terminate his employment with the Company at any time on
written notice to the Company indicating the Executive’s desire to retire
or to resign from the Company's employment. |
| 6. |
Except
as provided in Paragraph 4 and 5, the Executive’s employment with the
Company may be terminated without payment of severance as provided below
only in the event of a termination for cause as defined in this Paragraph.
For the purposes of this Agreement, “Cause” shall be defined as gross
negligence, willful misconduct, fraud, willful disregard of the CEO’s
direction or breach of published Company policy. The Executive may be
terminated for Cause only in accordance with a resolution duly adopted by
an absolute majority of the Company’s Board of Directors finding that, in
the good faith opinion of the Board of Directors, the Executive engaged in
conduct justifying a termination for Cause as that term is defined above
and specifying the particulars of the conduct motivating the Board’s
decision to terminate the Executive. Such resolution may be adopted by the
Board of Directors only after the Board has provided to the Executive (1)
advance written notice of a meeting of the Board called for the purpose of
determining Cause for termination of the Executive, (2) a statement
setting forth the alleged grounds for termination, and (3) an opportunity
for the Executive and, if the Executive so desires, the Executive’s
counsel to be heard before the Board. |
| 7. |
Except
in connection with a Change of Control Disposition as defined in Paragraph
13, if the Executive’s employment with the Company is terminated on or
before August 15, 2007 for any
reason other than those set forth in Paragraphs 4, 5 or 6 above, then the
Company shall pay to the Executive an amount equal to one (1) year his
current salary and one (1) year CACI executive health care subject to the
terms and conditions of the then current Company health care plan
provided
to Executive Officer of the Company.
Notwithstanding the foregoing, if the Executive accepts
post-employment with another entity that provides healthcare, during the
one (1) year period, the Company shall not provide the Executive with
health care coverage. Except in connection with a Change of Control
Disposition as defined in Paragraph 13, if the Executive’s employment with
the Company is terminated after August 15, 2007 for any
reason other than those set forth in Paragraphs 4, 5 and 6 above, than the
Company shall pay to the Executive an amount equal to two (2) years of the
Executive’s then base salary. |
| 8. |
If,
following a Change of Control Disposition of the Company as defined below
in Paragraph 13, Executive resigns for “Good Reason” as defined in this
Paragraph or the Executive’s employment is terminated voluntarily within
eighteen (18) months of the “Change of Control Disposition Date” as
defined in Paragraph 13 for any reason other than the reasons set forth in
Paragraphs 4, 5 or 6 above,
then the Company shall pay to the Executive a one-time payment equal to
eighteen (18) months of the Executive’s base salary which payment is
conditioned on abiding by the terms of the Employee Agreement. “Good
reason” for the Executive’s resignation shall mean the occurrence of any
of the following circumstances without the Executive’s prior written
consent: |
|
(a) |
A
reduction in the Executive’s base salary as it existed on the day before
the Change of Control Disposition Date; |
|
(b) |
A
reduction in the benefits and/or incentive compensation payable to the
Executive from the level applicable to the Executive on the day before the
Change of Control Disposition Date; |
(c) You are
no longer an Executive Officer of the Surviving Corporation as such term is
defined by the Securities Exchange Act of 1933;
|
(d) |
The
assignment to the Executive of any duties inconsistent (except in the
nature of a promotion) with the position that the Executive held on the
day before the Change of Control Disposition Date or a substantial adverse
alteration in the nature or status of the Executive’s position or
responsibilities or the conditions of the Executive’s employment from
those in effect on such date; and |
|
(e) |
A
change in the geographic location of the Executive’s job more than fifty
(50) miles from the place at which such job was based on the day before
the Change of Control Disposition Date; |
| 9. |
At
the time of termination of the Executive’s employment for any reason the
Executive shall be paid all other compensation and benefits due to the
Executive at the time of termination. |
| 10. |
The
Executive may elect to receive the compensation payable in accordance with
this Agreement in a lump sum or in equal payments at intervals no more
often than semi-monthly, over a period of the Executive’s choice not to
exceed six (6) months, but in no event may the distribution of payment
required herein be delayed beyond two months after the end of the calendar
year in which the Executive’s employment is
terminated. |
| 11. |
The
Executive shall not disclose, publish, or use for any purpose not directly
related to the performance of the Executive’s duties for the Company, or
permit anyone else to disclose, publish, or use any proprietary or
confidential information or trade secrets of the Company at any time
during or after his employment with the Company. This obligation shall
continue so long as such information remains legally protectible as to
persons receiving it in a confidential relationship. Executive agrees to
return to the Company all proprietary material which he possesses on the
date of termination of the Executive’s active employment with the
Company. |
| 12. |
A.
The Executive understands and agrees that this non-compete restriction is
aimed at protecting CACI’s relationship with its current and prospective
clients, as such clients are specifically named in written proposals,
contracts and task orders (collectively, these are referred to as “CACI
Clients”). The Executive understands and agrees that the definition of
CACI Clients as used in this Agreement is intended to cover the specific
program offices or activities which CACI pursues, or for which CACI
performs work, within large governmental departments, such as the
Department of the Navy or the Army, not the greater department in
general. |
| B. The Executive agrees that CACI may reasonably protect its relationships with CACI Clients by prohibiting the Executive from competing with CACI for work with: (i) any CACI Clients while the Executive is employed by CACI, and (ii) certain CACI Clients for a reasonable period of time following termination of the Executive’s CACI employment. |
|
|
C. During the Executive’s employment with CACI, the Executive will not directly or indirectly sell, market or otherwise provide goods or services to any CACI Clients in competition with CACI. |
| D. For a period of two (2) years following termination of the Executive’s employment, the Executive will not directly or indirectly provide goods or services to CACI Clients when such goods or services are in competition with those goods or services (i) provided within the year prior to termination of the Executive’s employment under contract or task order, or (ii) offered pursuant to a formal or informal proposal, to CACI Clients by any CACI organizational unit for which the Executive worked or for which the Executive had responsibility within one (1) year prior to the termination of the Executive’s employment. |
| E. During the Executive’s employment with CACI and for a period of two (2) years following termination of that employment, the Executive will not participate in competition for the award of any contract or task order for which any CACI organizational unit for which the Executive worked or for which the Executive had responsibility within one (1) year prior to the end of the Executive’s CACI employment is competing. |
| F. During the Executive’s employment and for a period of two (2) years following termination of that employment, the Executive will not, directly or indirectly interfere with, disparage or damage, or attempt to interfere with, disparage or damage, the Company’s reputation, or any relationship between the Company or its affiliated or subsidiary companies and any other entity. |
| G. The Executive agrees to maintain the confidentiality of any and all information concerning CACI and affiliate Companies, with respect to its business, operations, finances, employees or enterprise during the period of a year employment and for three (3) years after termination of such employment. |
| H. The Executive agrees not to hire or solicit for hiring, directly or indirectly any person now or hereafter employed by, or providing services as a subcontractor or consultant to, CACI and its affiliate companies, for a period of two (2) years after termination of employment. |
| 13. |
By
reason of the special and unique nature of the obligations hereunder, it
is agreed that neither party hereto may assign any interests, rights or
duties which the party may have in this Agreement without the prior
written consent of the other party, except that upon any “Change of
Control Disposition” of the Company through purchase, merger,
consolidation, liquidation, the acquisition by any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended) of beneficial ownership of twenty-five percent (25%) or
more of the Company’s common stock, or sale of all or substantially all of
the assets of the Company to another party whether or not the Company is
the surviving corporation, this Agreement shall inure to the benefit of
and be binding upon the Executive and the purchasing, surviving or
resulting entity, company or corporation in the same manner and to the
same extent as though such entity, company or corporation were the
Company. The “Change of Control Disposition Date” shall be that calendar
date on which the Change of Control Disposition event is consummated and
legally binding upon the parties. |
| 14. |
Any
controversy or claim arising out of or relating to this Agreement, or its
breach by the Company shall be resolved by arbitration. This arbitration
shall be held in Arlington, Virginia in accordance with the model
employment arbitration procedures of the American Arbitration Association.
Judgment upon award rendered by the arbitrator shall be binding upon both
parties and may be entered and enforced in any court of competent
jurisdiction. |
| 15. |
In
consideration of any payment made to the Executive pursuant to this
Agreement, the Executive, for himself, his heirs and legal
representatives, releases and forever discharges the Company, its
predecessors, successors, parent, subsidiary or affiliate companies, and
all of their past, present or future directors, officers, employees or
agents from any and all claims, demands, or causes of action, whether
known or unknown, existing at the time of payment or arising subsequently
thereto, arising out of or related to the Executive’s employment by the
Company or
the termination of that employment. |
| 16. |
This
Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Virginia without regard to its principles of conflicts
of laws. |
| 17. |
This
Agreement constitutes the entire understanding and agreement between the
Company and the Executive with regard to all matter herein. This Agreement
may be amended only in writing, signed by both parties
hereto. |
IN
WITNESS WHEREOF the parties have executed this Agreement to be effective the day
and year first above written.
|
CACI
International Inc |
Xxxx
X. Xxxxxx | ||
|
By: |
/s/
Xxxxxx X. Xxxxx |
/s/
Xxxx X. Xxxxxx | |
