June 8, 2012 Mr. James C. Morgan (Home address redacted)Severance Benefit/Protection Agreement • August 6th, 2012 • ICF International, Inc. • Services-management consulting services
In consideration of your agreement to assume the duties and responsibilities of the Chief Financial Officer of ICF International, Inc. and its affiliates (collectively, the “Company”) effective July 16, 2012, the Company hereby offers you the severance protection set forth below in this letter agreement (the “Agreement”). The Company intends that the terms of this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), as well as the regulations and guidance issued thereunder (collectively, “Section 409A”) and shall be construed consistently with such intent. This Agreement will remain in effect through June 30, 2016. On and after July 1, 2016, and each anniversary of such date thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than October 1 of the prior year, the Company or you shall have given notice not to extend the term of this Agreement.
