0001104659-10-026771 Sample Contracts

Contract

Stockholders Agreement • May 7th, 2010 • Stanley, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Stockholders Agreement
• Filed
  May 7th, 2010
• Company
  Stanley, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

STOCKHOLDERS AGREEMENT, dated May 6, 2010 (this “Agreement”), by and among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), and CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), on the one hand, and Philip O. Nolan, William E. Karlson, George H. Wilson, Gregory M. Denkler, Brian J. Clark, Scott D. Chaplin and James H. Brabston (collectively, the “Stockholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.

AGREEMENT AND PLAN OF MERGER Among CGI GROUP INC., CGI FEDERAL INC., CGI FAIRFAX CORPORATION and STANLEY, INC. Dated as of May 6, 2010

Agreement and Plan of Merger • May 7th, 2010 • Stanley, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 7th, 2010
• Company
  Stanley, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 6, 2010, among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), CGI FAIRFAX CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of U.S. Parent (“Merger Sub”), and STANLEY, INC., a Delaware corporation (the “Company”).