Exhibit 10.22
January __, 2002
PERSONAL AND CONFIDENTIAL
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ANTEON CORPORATION EXECUTIVE AGREEMENT
THIS AGREEMENT is made as of the ___ day of January, 2002 by
and between Anteon Corporation ("Anteon" and, together with its subsidiaries and
divisions, the "Company") and the key officer of the Company whose name appears
on the signature page hereof (the "Executive).
1. INTRODUCTION. Anteon's philosophy is to provide to its officers and key
executives a compensation program that it considers to be among the very best in
its industry and therefore desires to make the benefits provided for in this
agreement available to the Executive as part of his or her compensation package.
2. DEFINITIONS
2.1 "Agreement" means this agreement between Anteon and the Executive.
2.2 "Anteon" means Anteon Corporation or any successor to substantially
all of the business and operations of Anteon Corporation.
2.3 "Board" means the Board of Directors of Anteon.
2.4 "Bonus Opportunity" means the percentage of Salary that is the target
bonus for the relevant year, as established by the Board.
2.5 "Cause" means the Executive's (i) conviction of, or pleading of nolo
contendere to, a felony level criminal violation, or the commission of any act
of dishonesty, disloyalty,
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misconduct or moral turpitude that is injurious to the property, operations,
business or reputation of the Company, or (ii) material misconduct or failure to
perform his or her duties in a reasonably satisfactory manner after the receipt
of a notice from the Company detailing such misconduct or failure, if the
misconduct or failure is capable of cure, and the subsequent failure by the
Executive to cure such misconduct or failure within thirty (30) days of receipt
of such notice.
2.6 "Committee" means the Compensation Committee appointed by the Board or
if there is no such committee, then the Board.
2.7 "Company" means Anteon Corporation and its subsidiaries, or any
successor to substantially all of the business and operations of Anteon
Corporation and its subsidiaries.
2.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.9 "Executive" means the individual identified on the signature page of
this Agreement.
2.10 "Extended Compensation Payments" means all amounts, if any, payable
under Section 3 and Exhibit A of this Agreement to the Covered Employee upon a
termination without Cause or a resignation for Good Reason.
2.11 "Extended Compensation Period" means the period beginning on the
effective date of this Agreement and ending on December 31, 2003.
2.12 "Good Reason" means the Executive's resignation from all employment
and service with the Company within 90 days after the occurrence of one or more
of the following: (i) a reduction in his or her Salary or Bonus Opportunity from
that of the prior year, or a reduction in Salary or Bonus Opportunity already
established for a given year (it being
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understood that any bonus payments will be subject to performance and/or service
goals as the Board may prescribe), or (ii) a material diminution in the
Executive's duties or responsibilities (but a change in the Executive's
reporting relationships or responsibilities within the Company or within any
successor to substantially all of the Company' business and operations shall not
itself constitute "Good Reason"). Notwithstanding anything in the previous
sentence, the Executive may not resign for "Good Reason" unless he or she shall
have first given notice to Anteon of the reason for such resignation, and Anteon
or the Company shall have failed to reasonably cure the situation within thirty
(30) days of receipt of such notice.
2.13 "Release" means a written release, in the form as attached hereto,
executed by the Executive who has been granted Extended Compensation Payments,
releasing and discharging the Company, its trustees, officers, directors,
employees, advisers, consultants, shareholders, agents and other representatives
(including, but not limited to, the members of the Committee) from and against
all claims, liabilities and obligations in respect of or arising out of the
Executive's employment, and/or any termination of or resignation therefrom,
including but not limited to, claims under the Age Discrimination in Employment
Act of 1967, as amended.
2.14 "Salary" means the annual rate of base salary of the Executive (prior
to any reduction for the Executive's contributions to any employee benefit,
deferred compensation, retirement or other plan or arrangement maintained or
administered by the Company) as in effect immediately prior to any without Cause
termination or resignation for Good Reason. Monthly Salary shall be determined
by dividing the rate referred to in the preceding sentence by 12.
2.15 "Service" means the Executive's last continuous period of employment
and service with the Company.
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2.16 "Termination of Employment" means the Executive's termination of
employment with and separation of service from the Company.
3. GRANTS AND AMOUNTS OF PROTECTION PAYMENTS
3.1 If during the Extended Compensation Period (i) the Company shall
terminate the Executive's employment without Cause, or (ii) the Executive shall
resign for Good Reason, then the Executive will receive Extended Compensation
Payments equal to the following:
A. ACCRUED SALARY. Within 15 days of termination without Cause or
resignation for Good Reason, the Executive will receive all accrued but unpaid
Salary through the date of termination.
B. SALARY CONTINUATION. The Executive will be paid regular monthly payments
as if his or her Salary were continuing for the period set forth on Exhibit A,
commencing on the date of the termination without Cause or resignation for Good
Reason.
C. ACCRUED BONUS. The Executive will receive a pro-rata payment (through
the end of the month in which either the without Cause termination or
resignation for Good Reason occurs) of his or her bonus entitlement for the
current year which would otherwise have been paid had the Executive remained
employed by Anteon through the end of such year (for this purpose, assuming that
all personal performance objectives have been achieved at the target level).
Such bonus shall be payable to the Executive on the date that the bonuses are
payable to all other executives of the Company under the terms of the Company's
incentive plans.
D. BONUS CONTINUATION. The Executive will be paid one-twelfth of his or her
"average annual bonus", for each month of the period set forth on Exhibit A,
such amount to be paid monthly commencing on the date of the termination without
Cause or resignation for Good Reason. The "average annual bonus" shall mean the
average of the Executive's bonuses in
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respect of each of the three calendar years preceding the year of the
termination without Cause or resignation for Good Reason. If the bonus for any
such year was zero, such amount shall be included in the average, unless the
Executive was not employed and not eligible for a bonus in such calendar year.
E. ACCRUED GENERAL LEAVE. Within 15 days of termination without Cause or
resignation for Good Reason, the Executive will receive a payment for all
accrued but unused General Leave through the date of termination.
F. MEDICAL/DENTAL INSURANCE. Medical/dental insurance coverage for the
Executive and his or her eligible dependents is to be continued under the plan
in effect on the date of the without Cause termination or resignation for Good
Reason, as modified from time to time for similarly situated active executives.
Anteon will pay its normal share of the coverage rate for a period as set forth
on Exhibit A, or until such time as the Executive is covered by the
medical/dental insurance of another employer, whichever occurs first. The
Executive may continue medical/dental insurance through COBRA for up to an
additional eighteen months by paying the required premiums monthly in advance to
Anteon, as provided by and subject to COBRA.
G. LIFE INSURANCE. If the Executive is being provided basic life insurance
coverage at the time of separation, such basic life insurance coverage shall
continue in accordance with Anteon's policies on life insurance coverage as may
be in effect from time to time, for the period set forth on Exhibit A, or, if
earlier, until such time as (x) the Executive is eligible for coverage by the
life insurance of another employer or (y) Anteon ceases to provide its similarly
situated executives with basic life insurance coverage, whichever occurs first.
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H. RETIREMENT PLAN. Benefits accrued through the termination date are
governed by the provisions of the applicable "qualified retirement plan"
documents.
3.2 Notwithstanding anything to the contrary in this Agreement, under no
circumstances may the Executive receive any Extended Compensation Payments under
the terms of this Agreement unless the Committee has received from the Executive
an executed Release, in the form attached hereto, that has remained unrevoked
for at least eight (8) days (or such longer time as Employee may have a right to
terminate such Release under applicable law). In addition, Anteon may
immediately cease the payment of any Extended Compensation Payments if the
Executive is in violation of any of the provisions of Section 5 of this
Agreement.
3.3 The Executive shall have no benefits under this Agreement in the event
the Executive is terminated with Cause or terminates employment other than for
Good Reason.
4. ADMINISTRATION
4.1 The Committee shall be the administrator of this Agreement, and shall
have such rights, powers and authorities commensurate with such position. Such
powers shall include, without limitation, the discretion to interpret the
provisions of this Agreement, as well as the discretion to resolve any conflicts
or questions arising therefrom. The decisions of the Committee shall be final
and binding.
5. OBLIGATIONS OF THE EXECUTIVE
5.1 NON-SOLICITATION. The Company has invested substantial time, money and
resources in the development and retention of its inventions, confidential
information (including trade secrets), customers, accounts and business
partners, and during and prior to the course of the Executive's employment with
the Company, the Executive has had and will have access to the Company's
inventions, confidential information (including trade secrets) and contractual
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relationships, and will be introduced to existing and prospective customers,
vendors, accounts and business partners of the Company. Any and all "goodwill"
associated with any existing or prospective customer, vendor, account or
business partner belongs exclusively to the Company, including, but not limited
to, any goodwill created as a result of direct or indirect contacts or
relationships between the Executive and any existing or prospective customers,
vendors, cable operators, accounts or business partners.
In recognition of this, and in partial consideration for the Company
entering into this Agreement with the Executive, the Executive shall be
obligated to comply with the following provisions:
(A) During the Executive's employment with the Company, and for a period
of two (2) years thereafter, or until the end of the period during
which Extended Compensation Payments, if any, are being made to the
Executive hereunder, whichever period is longer, the Executive may not
notice, solicit or encourage, either directly or indirectly, any
Company employee to leave the employ of the Company or any independent
contractor to sever its engagement with the Company, absent prior
written consent from the Company.
(B) During the Executive's employment with the Company, and for a period
of two (2) years thereafter, or until the end of the period during
which Extended Compensation Payments, if any, are being made to the
Executive hereunder, whichever period is longer, the Executive may
not, directly or indirectly, entice, solicit or encourage any customer
or prospective customer of the Company to cease doing business with
the
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Company, reduce its relationship with the Company or refrain from
establishing or expanding a relationship with the Company in respect
of any work covered by a contract the Company was party to at the time
of his termination of employment (including any extensions, renewals
or replacements of any such contracts, whether by way of
recompetitions or otherwise).
5.2 NON-DISPARAGEMENT; NONDISCLOSURE
(A) The Executive agrees not to make any public statement, or engage in
any conduct, that is disparaging to the Company, or any of its
employees, officers, directors, or shareholders, including, but not
limited to, any statement that disparages the products, services,
finances, financial condition, capabilities or other aspect of the
business of the Company. Notwithstanding any term to the contrary
herein, the Executive shall not be in breach of this Section 5.2 for
the making of any truthful statements under oath.
(B) The Executive agrees not to directly or indirectly disclose, discuss,
disseminate, be the source of or otherwise publish or communicate in
any manner to any person or entity any confidential information
concerning the personal, social or business activities of the Company
or its controlling persons, or the executives, principals, officers,
directors, agents or employees of any of the foregoing during or at
any time after the termination of the Executive's employment. In
addition, the Executive
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agrees that, without the Company's express written approval in each
case, the Executive will not:
(i) write, be the source of or contribute to any articles, stories,
books, screenplays or any other communication or publicity of any
kind (written or otherwise) or deliver lectures in any way
regarding or concerning confidential information, or
(ii) grant any interviews regarding or concerning confidential
information during or at any time after the termination of his
employment.
5.3 PROVISIONS NECESSARY AND REASONABLE
(A) The Executive agrees that:
(i) the specific temporal and substantive provisions set forth in
Section 5.1 of this Agreement are reasonable and necessary to
protect the Company's business interests; and
(ii) in the event of any breach of any of the covenants set forth in
Sections 5.1 and 5.2 herein, the Company would suffer substantial
irreparable harm and would not have an adequate remedy at law for
such breach.
In recognition of the foregoing, the Executive agrees that, in
the event of a breach or threatened breach of any of these
covenants, in addition to such remedies as the Company may have
at law, without posting any bond or security, Anteon shall be
entitled to cease any further Extended Compensation Payments, if
any,
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and the Company further shall be entitled to seek and obtain
equitable relief, in the form of specific performance, and/or
temporary, preliminary or permanent injunctive relief, or any
other equitable remedy which then may be available. The seeking
of such injunction or order shall not affect the Company's right
to seek and obtain damages or other equitable relief on account
of any such actual or threatened breach.
(B) If any of the covenants contained in Sections 5.1 or 5.2 hereof, or
any part thereof, are hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder or the covenant
or covenants, which shall be given full effect without regard to the
invalid portions.
(C) If any of the covenants contained in Sections 5.1 or 5.2 hereof, or
any part thereof, are held to be unenforceable by a court of competent
jurisdiction because of the temporal or geographic scope of such
provision or the area covered thereby, the parties agree that the
court making such determination shall have the power to reduce the
duration and/or geographic area of such provision and, in its reduced
form, such provision shall be enforceable.
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6. MISCELLANEOUS
6.1 The Board reserves the right to modify, amend, or terminate this
Agreement at any time; PROVIDED, HOWEVER, that no such modification, amendment
or termination shall impair or reduce the Executive's rights hereunder without
such Executive's prior written permission. All modifications of or amendments to
this Agreement shall be in writing.
6.2 Neither the entering into of this Agreement nor any designation or
award of Extended Compensation Payments hereunder shall be held or construed to
confer upon the Executive any legal right to continued employment with the
Company. The Company expressly reserves the right to discharge the Executive
whenever the interest of the Company, in its sole judgment, may so require,
without any liability on the part of the Company, its trustees, officers,
employees, advisers, consultants, shareholders, agents or other representatives
(including, but not limited to, the members of the Committee), or their
respective heirs and legal representatives except for the liabilities expressly
set forth in this Agreement.
6.3 Benefits payable under this Agreement shall be subject to federal and
state income tax and social security tax withholdings and any other withholdings
mandated by law and shall be paid out of the general assets of Anteon, and are
not required to be funded in any manner, although Anteon in its discretion may
set aside amounts in respect of, or fund, benefits payable hereunder. Benefits
payable to the Executive will represent an unsecured claim by the Executive
against the general assets of Anteon.
6.4 Except to the extent required by law, benefits payable under this
Agreement shall not be subject to assignment, alienation, transfer, pledge,
levy, attachment, or other legal process or encumbrance by the Executive and any
attempt to do so shall be void. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs,
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executors, personal representatives, estates, successors (including, without
limitation, by way of merger) and assigns. Notwithstanding the provisions of the
immediately preceding sentence, the Employee may not assign all or any portion
of this Agreement without the prior written consent of the Company.
6.5 This Agreement shall supersede any and all prior agreements regarding
the subject matter hereof, and shall be interpreted and applied in accordance
with the laws of the Commonwealth of Virginia (without reference to the rules
relating to conflicts of laws), except to the extent superseded by applicable
federal laws. Every notice relating to this Agreement shall be in writing and
shall be deemed given upon receipt if sent by personal delivery, recognized
overnight courier or by certified mail, postage prepaid, return receipt
requested, sent to the principal office of the Company, if to the Company, or to
the address of the Executive on the records of the Company, if to the Executive
(or to such other address as either party may designate in writing to the other
party):
6.6 This Agreement replaces and supersedes any other severance policy or
similar plan or arrangement in effect prior to the date listed above with
respect to the Executive.
6.7 The effectiveness of this Agreement is subject to the receipt of
approval of this Agreement by the vote of a majority of the shareholders of
Anteon International Corporation, a Delaware corporation.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement s of the date set forth above.
ANTEON CORPORATION
By:
---------------------------------
By:
--------------------------------
Executive
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Exhibit A
NAME OF EXECUTIVE
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Period of Protection Payments:
Salary continuation and
bonus continuation --- __
months.
Medical/Dental and Life
Insurance --- __ months.
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RELEASE
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Introduction
Various federal, state and local laws and regulations prohibit employment
discrimination based upon, among other things, age, sex, race, color, national
origin, religion, disability and/or veteran status. These anti-discrimination
laws and regulations are enforced through the United States Equal Employment
Opportunity Commission, the United States Department of Labor, and various state
and local fair employment practices agencies. Other laws and regulations
prohibit employers from terminating employees tortiously or wrongfully, in
breach of express or implied covenants of good faith and fair dealing, in
violation of public policy, or in such a manner as to negligently or
intentionally inflict emotional distress. In other situations, employees may
have claims against an employer for fraud, misrepresentation or defamation.
Eligibility for Extended Compensation Payments under the terms outlined in
your agreement with Anteon Corporation (the "Agreement") is contingent upon your
signature and delivery of this Release to Anteon Corporation (the "Anteon",
which, together with its subsidiaries and affiliates, shall be referred to
herein as the "Company"). IF YOU DO NOT SIGN THE RELEASE (OR IF YOU SUBSEQUENTLY
REVOKE THE RELEASE), YOU WILL NOT BE ENTITLED TO ANY EXTENDED COMPENSATION
PAYMENTS AWARDED UNDER THE AGREEMENT AND WILL HAVE NO RIGHT TO ANY EXTENDED
COMPENSATION PAYMENTS AWARDED UNDER THE AGREEMENT. If you breach the terms of
your Release, Anteon will be entitled to the return of any Extended Compensation
Payments you have received and to reimbursement by you of any counsel fees and
expenses incurred by Anteon in enforcing such right of return.
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Under the terms of this Release, you waive any rights to bring claims
against the Company, and all is past and/or present directors, trustees,
officers, employees, affiliates, advisers, consultants, shareholders, agents and
other representatives (including, but not limited to, the members of the
Committee) with respect to employment or other work with Anteon and other
matters, except as specifically and expressly allowed by this Release. This is a
legally binding document. DO NOT SIGN THIS RELEASE UNLESS YOU THOROUGHLY
UNDERSTAND IT.
Release
Under the Agreement and subject to the terms thereof, in exchange for
the Extended Compensation Payments (less the amount necessary to satisfy
applicable withholding requirements (the "Benefit Amount")), I hereby
acknowledge that my employment with the Company has terminated as of
______________(1) and hereby release the Company and all its past and/or
present directors, trustees, officers, employees, stockholders, affiliates,
advisers, consultants, agents and other representatives (including, but not
limited to, the members of the Committee), successors and assigns, in their
individual and/or representative capacities (hereinafter together with the
Company collectively referred to as "Anteon Releasees"), from any and all
causes of action, suits, agreements, promises, damages, disputes,
controversies, contentions, differences, judgments, claims and demands of any
kind whatsoever ("Claims") that I or my heirs, executors, administrators,
successors and assigns ever had, now have or may have against the Anteon
Releasees, whether known or unknown to me, by reason of my employment
--------
(1) If no date is inserted, the date of your execution of this Release shall be
deemed to be the date of termination of employment.
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and/or cessation of employment with the Company, or otherwise involving facts
that occurred on or prior to the date that I have signed this Release other than
a Claim that Anteon has failed to pay me the Extended Compensation Payments in
the amount equal to the Benefit Amount, or so much thereof as shall be payable
as provided in the Agreement. Such released Claims include, without limitation,
any and all claims under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the
Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974 ("ERISA"), the Americans with Disabilities Act, the
Family and Medical Leave Act of 1993, and any and all other federal, state or
local laws, statutes, rules and regulations pertaining to employment, as well as
any and all Claims under state contract or tort law.
I understand that my receipt of the Extended Compensation Payments will in
no way affect any receipt of retirement, savings, vacation, health care or other
benefits to which I am entitled as of my termination date under any plans,
policies or arrangements of the Company in which I am a participant or in
respect of which I am a beneficiary, except as otherwise provided in the
Agreement.
I understand and agree that I must not disclose the terms of this Release
to anyone other than my spouse, my legal counsel and accountants to the extent
necessary in order to obtain professional advice, that I must immediately inform
my spouse, legal counsel and accountants that they are also prohibited from
disclosing the terms of the Release, and that I must not make any derogatory
allegations about Anteon Releasees. I further agree to return to the Company any
property of the Anteon Releasees that I may have, no matter where located, and
not to keep any copies or portions thereof.
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I represent that I have not filed, and will not hereafter file, any Claim
against Anteon Releasees relating to my employment and/or cessation of
employment with the Company, or otherwise involving facts that occurred on or
prior to the date that I have signed this Release, other than a Claim that
Anteon has failed to pay me Extended Compensation Payments in the amount equal
to the Benefit Amount or so much thereof as may be payable as provided in the
Agreement.
I understand and agree that if I am made a member of a class in any
proceeding relating to a Claim against any Anteon Releasee, I will opt out of
the class at the first opportunity afforded to me after learning of my
inclusion. In this regard, I agree that I will execute, without objection or
delay, an "opt-out" form presented to me either by the court in which such
proceeding is pending or by counsel for any Anteon Releasee who is made a
defendant in any such proceeding.
I understand and agree that if I commence, continue, join in, or in any
other manner attempt to assert any Claim released herein against Anteon
Releasees, or otherwise violate the terms of this Release, Anteon shall have a
right to the return of all Extended Compensation Payments paid me by Anteon
(together with interest thereon), and I shall reimburse Anteon for all counsel
fees and expenses incurred by it in defending against such a Claim, provided
that this right of return of such Extended Compensation Payments is without
prejudice to the Company's other rights hereunder, including any waiver and
release of any and all Claims against the Company.
I understand and agree that Anteon's payment of Extended Compensation
Payments to me and my signing of this Release do not in any way indicate that I
have any viable
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Claims against the Anteon Releasees or that the Anteon Releasees admit any
liability to me whatsoever.
I have read this Release carefully, have been given at least twenty-one
(21) days to consider all its terms, have been advised to consult an attorney
and any other advisors of my choice, and fully understand that by signing below
I am giving up any right which I may have to ▇▇▇ or bring any other Claims
against the Anteon Releasees. I have not been forced or pressured in any manner
whatsoever to sign this Release, and I agree to all its terms voluntarily.
I have not relied on any representations, promises or agreements of any
kind made to me in connection with my decision to accept the Extended
Compensation Payments except for those set forth in this Release. I understand
that if I wish, I can consider this Release for at least twenty-one (21) days
before I decide whether to sign it.
I understand and agree that this Release will be governed by Virginia law.
I also agree and understand if one or more of these provisions is found to be
invalid, illegal or unenforceable, that will not affect any other provisions of
this Release.
I understand that I have seven (7) days from the date I have signed this
Release below to revoke this Release, that this Release will not become
effective until the eighth (8th) day following the date that I have signed this
Release, and that Anteon will have no obligation to pay me the Protection
Payments set forth in the Agreement unless and until this Release becomes
effective.
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Date Employee's Signature