Exhibit 10.1
PERSONAL AND CONFIDENTIAL
ANTEON INTERNATIONAL CORPORATION EXECUTIVE AGREEMENT
THIS AGREEMENT is made as of ______________ by and between
Anteon International 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 International Corporation or any successor
to substantially all of the business and operations of Anteon
International 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, 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 "Change in Control" means:
(i) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting Securities");
provided, however, that for purposes of this Agreement, the
following acquisitions shall not constitute a Change in Control:
(I) any acquisition by the Corporation or any affiliate thereof,
(II) any acquisition by any employee benefit plan sponsored or
maintained by the Corporation or any affiliate thereof, or (III)
any acquisition which complies with clauses (A), (B) and (C) of
subsection (v) of this Section 2.6;
(ii) Individuals who, on the date hereof, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute
at least a majority of the Board, provided that any person
becoming a director subsequent to the date hereof, whose
election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement
of the Corporation in which such person is named as a nominee
for director, without written objection to such nomination)
shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a -------- -------
director of the Corporation as a result of an actual or
threatened election contest with respect to directors or as a
result of any other actual or threatened solicitation of proxies
or consents by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(iii) approval by the shareholders of the Corporation of the
dissolution or liquidation of the Corporation;
(iv) the sale of all or substantially all of the business or
assets of the Corporation to any Person (other than a transfer
to a subsidiary); or
(v) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the
Corporation that requires the approval of the Corporation's
stockholders, whether for such transaction or the issuance of
securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination: (A) more than
50% of the total voting power of (x) the corporation resulting
from such Business Combination (the "Surviving Corporation"), or
(y) if applicable, the ultimate parent corporation that directly
or indirectly has beneficial ownership of sufficient voting
securities eligible to elect a majority of the directors of the
Surviving Corporation (the "Parent Corporation"), is represented
by the Outstanding Corporation Voting Securities that were
outstanding immediately prior to such Business Combination (or,
if applicable, is represented by shares into which the
Outstanding Corporation Voting Securities were converted
pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same
proportion as the voting power of the Corporation's Voting
Securities among the holders thereof immediately prior to the
Business Combination, (B) no Person (other than any employee
benefit plan sponsored or maintained by the Surviving
Corporation or the Parent Corporation , is or becomes the
beneficial owner, directly or indirectly, of 50% or more of the
total voting power of the outstanding voting securities eligible
to elect directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) and (C) at least
a majority of the members of the board of directors of the
Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the
Business Combination were Board members at the time of the
Board's approval of the execution of the initial agreement
providing for such Business Combination.
2.7 "Committee" means the Compensation Committee appointed by the
Board or if there is no such committee, then the Board.
2.8 "Company" means Anteon International Corporation and its
subsidiaries, or any successor to substantially all of the
business and operations of Anteon International Corporation and
its subsidiaries.
2.9 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
2.10 "Executive" means the individual identified on the signature
page of this Agreement.
2.11 "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.
2.12 "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
understood that any bonus payments will be subject to
performance and/or service goals as the Board may prescribe),
(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").
(iii) the Company requires the Executive to be based at any
place outside a 50 mile radius from the work location at which
the Executive was based on the date of the Change in Control,
(iv) the insolvency or the filing (by any party, including the
Company) of a petition for bankruptcy of the Company;
(v) any material breach by the Company of any provision of this
Agreement
(vi) any purported termination of the Executive's employment for
Cause by the Company which does not comply with the terms of
Section 2.5 hereof,
(vii) any event or condition described in Section 2.13(i)
through (vi) which occurs prior to a Change in Control but which
the Executive reasonably demonstrates (a) was at the request of
a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control, or (b)
otherwise arose in connection with a Change in Control.
Notwithstanding anything in this Section 2.13, 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.
2.16 "Term" of this Agreement means the period commencing on the date
first written above and ending on December 31, 2004 and shall be
automatically extended on each December 31 thereafter unless
either Anteon or the Executive gives written notice at least 30
days prior to the relevant December 31 that either Anteon or the
Executive, as the case may be, elects not to have this Agreement
continue beyond its then scheduled expiration date.
2.17 "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 Term of this Agreement a Change in Control of the
Company shall occur and during the two year period following the
date of such Change in Control (a) the Company shall terminate
the Executive's employment without Cause, or (b) the Executive
shall resign for Good Reason, then the Executive will receive
Extended Compensation Payments equal to the following:
3.1.1 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.
3.1.2 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.
3.1.3 Accrued Bonus. The Executive will receive payment of his
or her bonus entitlement for the year in which either the
without Cause termination or resignation for Good Reason occurs,
which would otherwise have been paid had the Executive remained
employed by Anteon through the end of such year. Such bonus
shall be payable to the Executive within fifteen (15) days after
the date of the without Cause termination or resignation for
Good Reason.
3.1.4 Bonus Continuation. The Executive will be paid one-twelfth
of his or her "annual target 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 "annual target bonus" shall
mean an amount equal to one hundred percent (100%) of the
Executive's bonus established for the year in which either the
without Cause termination or resignation for Good Reason occurs.
3.1.5 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.
3.1.6 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.
3.1.7 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.
3.1.8 Retirement Plans. Benefits accrued through the termination
date are governed by the provisions of the applicable "qualified
retirement plan" and supplemental retirement savings 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.
3.2 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 Subject to Section 6.6 hereof, 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
reasonably interpret the provisions of this Agreement, as well
as the discretion to resolve any conflicts or questions arising
therefrom.
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, but not limited
to, employee compensation data, cost and pricing data and other
trade secrets) and contractual 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 one (1) year 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
shorter, the Executive may not entice or solicit, 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. The preceding sentence of this subparagraph (A)
shall not be construed to prohibit the Executive from hiring,
directly or indirectly, a Company employee provided such
employee contacted or solicited employment from the Executive on
his or her own initiative and without any encouragement,
influence or inducement from the Executive.
(B) During the Executive's employment with the Company, and for a
period of one (1) year 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
shorter, the Executive may not, directly or indirectly, entice,
solicit or encourage any customer, or prospective customer of
the Company to which the Company has made or intends to make a
proposal at that time, to cease doing business with the 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 (including, without
limitation, contract task orders and delivery orders) to which
the Company was a party during the one year period prior to the
termination of Executive's employment.
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 agrees that, without the Company's express written
approval in each case, the Executive will not for a period of
five (5) years following the Executive's Termination of
Employment: (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 information
designated or treated by the Company as confidential , or (ii)
grant any interviews regarding or concerning information
designated or treated by the Company as confidential.
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, 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 of 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.
6. Excise Taxes
6.1 Anything in this Agreement to the contrary notwithstanding, and
except as set forth below, if, prior to application of this
Section 6, Executive becomes entitled to severance payments or
benefits under this Agreement, or any other payment or benefit
under this or any other agreement with or plan of the Company,
by reason of a Change in Control, which amounts are deemed to be
"parachute payments" within the meaning of Section 280G of the
Code (in the aggregate, the "Total Payments"), and if any of the
Total Payments will be subject to the tax imposed by Section
4999 of the Code (the "Excise Tax") or any similar tax that may
hereafter be imposed, then Company shall pay the Executive an
additional payment (a "Gross-Up Payment") in an amount such
that, after payment by Executive of all Federal, state and local
income taxes (including FICA and FUTA) and Excise Tax imposed
upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Total
Payments. Notwithstanding the foregoing, no Gross-Up Payment
shall be paid hereunder if the amount by which the Total
Payments are required to be reduced in order to avoid
application of the Excise Tax is less than fifty thousand
dollars ($50,000). In such event, the Total Payments shall be
reduced to the extent necessary to avoid application of the
Excise Tax and no Gross-Up Payment shall be made.
6.2 Subject to the provisions of Section 6.4, all determinations
required to be made under this Section 6, including whether a
Gross-Up Payment or reduction in Total Payments is required, the
amount of any such Gross-Up Payment or reduction, and the
assumptions to be utilized in arriving at such determinations,
shall be made by a nationally recognized public accounting firm
selected by the Company and reasonably acceptable to the
Executive (the "Accounting Firm"). The Accounting Firm shall be
retained to provide a written opinion both to the Company and
Executive within 15 business days of the Executive's
termination, or such earlier time as is requested by the Company
or the Executive. All fees and expenses of the Accounting Firm
shall be borne solely by the Company. If the Accounting Firm
determines that Total Payments shall be reduced, within ten days
of the delivery of the determination to the Executive, the
Executive will have the right to dispute the determination (the
"Dispute") in accordance with Section 7.6 hereof. The Gross-Up
Payment, if any, will be paid by the Company to the Executive
within five days of the receipt of the Accounting Firm's
determination indicating that a Gross-Up Payment is required. If
there is no Dispute, the determination will be binding, final
and conclusive upon the Company and the Executive, subject to
the Executive receiving notice from any governmental taxing
authority that the Executive's tax liability in respect of the
Payment or the Gross-Up Payment is greater or less than the
amount determined by the Accounting Firm. 6.3 The Company's
obligations under this Section
6.3 are subject to and conditioned on the Executive filings and
paying Excise Taxes on a basis consistent with the determination
of the Accounting Firm. Executive shall notify the Company in
writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of a
Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after Executive
is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such
claim is requested to be paid or appealed. Executive shall not
pay such claim prior to the expiration of the 15-day period
following the date on which the Executive gives such notice to
the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Company notifies Executive in writing prior to the expiration of
such period that it desires to contest such claim, Executive
shall:
(A) give the Company any information reasonably requested by the
Company relating to such claim,
(B) take such action in connection with contesting such claims
as the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company,
(C) cooperate with the Company in good faith in order to
effectively contest such claim, and
(D) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 6.3, the
Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct Executive to pay the
tax claimed and ▇▇▇ for a refund or to contest the claim in any
permissible manner, and Executive agrees to prosecute such
contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that
if the Company directs Executive to pay such claim and ▇▇▇ for a
refund, the Company shall advance the amount of such payment to
Executive, on an interest-free basis, and shall indemnify and
hold Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Executive
with respect to which such contested amount is claimed to be due
is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder,
and Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority. If the Company does not
contest the Service's claim, or does not follow the procedures
set forth above to contest such claim, the Company shall make a
Gross-Up Payment assuming the Service's claim is correct.
6.4 If it is established pursuant to a final determination of a
court or an Internal Revenue Service proceeding (a "Final
Determination") that, notwithstanding the good faith of
Executive and the Company in applying the terms of this
Agreement, the amount of Excise Tax payable by Executive is
greater than the amount determined under paragraph b above, such
that Executive did not receive the entire Excise Tax
equalization payment contemplated by Section 6.1, the Company
shall promptly reimburse Executive for the full amount necessary
to make Executive whole, together with interest on such amount
at the applicable Federal rate (as defined in Section 1274(d) of
the Code) from the original payment due date to the date of
actual payment by the Company. Alternatively, if the actual
amount of any Excise Tax paid by Executive is less than the
amount of the Excise Tax calculated under paragraph "b" and paid
by the Company to Executive, Executive shall have an obligation
to repay the difference to the Company on demand, together with
interest on such amount at the applicable Federal rate (as
defined in Section 1274(d) of the Code) from the date of the
payment hereunder to the date of repayment by Executive.
Executive shall provide to the Company such proof of payment of
the Excise Tax as the Company shall reasonably request in
writing.
7. Miscellaneous
7.1 Any modification of or amendment to this Agreement shall not be
effective unless in writing and signed by the parties hereto.
7.2 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 directors,
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.
7.3 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.
7.4 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,
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.
7.5 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).
7.6 All disputes under this Agreement shall be resolved under the
then-current National Rules for the Resolution of Employment
Disputes of the American Arbitration Association. The
arbitration shall be before a single arbitrator appointed
according to said rules and shall take place in Fairfax, VA if
the Executive was employed in Virginia on the day before the
Change in Control, or within (15) miles of the limits of the
municipality in which the Executive was employed on the day
before the Change in Control , if the Executive was employed on
such date in any other state. The arbitrator shall have no
authority to add to, subtract from, amend, revise, enlarge or
disregard any of the provisions of this Agreement. The
arbitrator's award shall be final and binding upon all parties
and judgment upon said award may be enforced in any court of
competent jurisdiction.
7.7 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.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date set forth above.
ANTEON INTERNATIONAL CORPORATION
By: ___________________________
Signature: ________________________
Printed Name: _________________________
Exhibit A
Name of Executive
Extended Compensation Payments: Salary continuation and bonus continuation [ ]
months. Medical/Dental and Life Insurance [ ] months.
RELEASE
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 International 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. 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 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.
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 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 Extended
Compensation Payments set forth in the Agreement unless and until this Release
becomes effective.
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Date Employee's Signature
(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.