Exhibit 10.1
CACI I NTERNATIONAL I NC
S UPPLEMENTAL E XECUTIVE R ETIREMENT P LAN
FOR
P AUL M. C OFONI
P RESIDENT AND C HIEF E XECUTIVE O FFICER
R ESTATED S UPPLEMENTAL E XECUTIVE R ETIREMENT
P LAN FOR P AUL M. C OFONI
A RTICLE I
Purpose and Qualifications of
Plan
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1.1
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Purpose . The purpose of this Restated Supplemental
Executive Retirement Plan (hereinafter, the “Plan”) is
to provide certain supplemental retirement and other related
benefits for the Executive as agreed to by the Company and the
Executive at the time of his employment. Such benefits are
calculated to restore the loss of certain benefits provided to the
Executive by his former company, which benefits were reduced in
amount due to the Executive’s early termination of
employment. The benefits reduced are: (i) the
Executive’s benefit under the former company’s
qualified pension plan, payable at normal retirement, which was
reduced by 6% per year for each year that termination occurred
prior to age 65; and (ii) the Executive’s benefit under
the former company’s SERP (50% of the average of the highest
three (3) annual base salaries, reduced by the amount of
primary Social Security benefits payable at the time of
determination) which was reduced by 5% for each year that
termination occurred prior to age 62.
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1.2
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Qualifications of Plan . The Plan is not intended to meet the
qualification requirements of Section 401(a) of the Internal
Revenue Code, but is intended to meet the requirements of
Section 409A of the Internal Revenue Code. The Plan is an
unfunded arrangement providing deferred compensation to an eligible
employee who is part of a select group of management or highly
compensated employees of the Company within the meaning of Sections
201, 301, and 401 of ERISA and exempt from the requirements of
Parts 2, 3, and 4 of Title I of ERISA as a “top hat”
plan.
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A RTICLE II
Definitions
For the purposes of this Plan, the
following terms shall have the meanings indicated:
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2.1
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Board . “Board” means the Board of
Directors of the Company.
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2.2
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Change in
Control . “Change
in Control” has the same meaning as is provided in the CACI
International, Inc 2006 Stock Incentive Plan.
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2.3
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Committee . “Committee” means the Compensation
Committee of the Board or other committee designated by the Board
to administer the Plan pursuant to Article V.
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2.4
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Company . “Company” means CACI International
Inc.
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2.5
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Effective
Date . “Effective
Date” means January 1, 2006. The effective date of this
Restated Supplemental Executive Retirement Plan is
December 31, 2008.
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2
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2.6
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Employment
Agreement . The
employment agreement by and between the Executive and the Company,
effective July 1, 2007.
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2.7
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Executive . “Executive” means Paul M. Cofoni
(date of birth October 14, 1948).
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2.8
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Executive
Service .
“Executive Service” means the Executive’s ongoing
performance of the duties and responsibilities of President and
Chief Executive Officer of the Company, or the ongoing performance
of the duties and responsibilities of such other executive position
that is at least equivalent (or more senior in title) to the
President, U.S. Operations.
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2.9
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Good
Cause . “Good
Cause” has the same meaning as is defined in the Employment
Agreement.
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2.10
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Good
Reason . “Good
Reason” has the same meaning as is defined in the Employment
Agreement.
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2.11
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Internal
Revenue Code .
“Internal Revenue Code” means the Internal Revenue Code
of 1986, or any provision or section thereof herein specifically
referred to, as such Code, provision or section may from time to
time be amended or replaced. References to the Internal Revenue
Code shall incorporate by reference all regulations, rulings,
procedures, releases and other position statements issued by the
Department of the Treasury or the Internal Revenue
Service.
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2.12
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Normal
Retirement Age .
“Normal Retirement Age” means, for purposes of the
benefit in Section 4.1 hereof, age sixty-five (65), and for
purposes of the benefit in Section 4.2 hereof, age sixty-two
(62).
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2.13
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Normal
Retirement Date .
“Normal Retirement Date” means, for purposes of the
benefit in Section 4.1 hereof, the date on which the Executive
terminates employment with the Company on or after attaining age
sixty-five (65) and, for purposes of the benefit in
Section 4.2 hereof, the date on which the Executive terminates
employment with the Company on or after attaining age sixty-two
(62).
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2.14
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Period of
Executive Service .
“Period of Executive Service” means the number of
complete calendar months of continuous Executive Service, measured
from the Effective Date.
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2.15
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Retirement . “Retirement” means the
Executive’s termination from employment with the Company at
the Executive’s Normal Retirement Date.
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2.16
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Separation
from Service or Separates from Service . “Separation from Service” means a
separation from service within the meaning of
Section 409A(a)(2)(A)(i) of the Internal Revenue
Code.
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2.17
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Spouse . “Spouse” means Karen Cofoni (date
of birth June 1, 1949).
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3
A RTICLE III
Participation
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3.1
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Eligibility
and Participation .
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a.
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Eligibility . Eligibility to participate in the Plan shall
be limited to the Executive.
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b.
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Participation . The Executive’s participation in the
Plan was effective upon the Effective Date.
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A RTICLE IV
Benefits
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4.1
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Supplement
for Lost Benefit Under Former Company’s Pension
Plan . Subject to the
provisions of Section 4.7, if the Executive Separates from
Service at or after his Normal Retirement Age and has been
continuously employed in Executive Service since the Effective
Date, the Company shall pay to the Executive and, if she survives
the Executive, to the Spouse, the sum of sixty-five thousand
dollars ($65,000) each year until the later of the
Executive’s death and the Spouse’s death.
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4.2
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Supplement
for Lost Benefit Under Former Company’s SERP
. Subject to the provisions of
Section 4.7, if the Executive Separates from Service at or
after his Normal Retirement Age and has been continuously employed
in Executive Service since the Effective Date, the Company shall
pay to the Executive the sum of forty-eight thousand six hundred
dollars ($48,600) each year until the Executive’s death and,
if the Spouse survives the Executive, the company shall pay to the
Spouse the sum of twenty-four thousand three hundred dollars
($24,300) per year beginning the year following the
Executive’s death and continuing until the Spouse’s
death.
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4.3
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Pro-rata
Reduction in the Event of Early Termination . The foregoing notwithstanding, if the
Executive voluntarily Separates from Service, is involuntarily
Separated from Service other than for Good Cause prior to attaining
Normal Retirement Age, or the Executive otherwise ceases to be
employed in Executive Service (for any reason other than Good Cause
or death) prior to attaining Normal Retirement Age, then in lieu of
any benefit under Section 4.1 or 4.2 above, the Executive
(and, the Spouse if she survives the Executive) shall receive a
reduced amount determined by multiplying the benefits payable under
Sections 4.1 and 4.2 above by a fraction, the numerator of which is
the Period of Executive Service completed by the Executive at the
time the Executive Separates from Service or otherwise ceases to be
employed in Executive Service, and the denominator of which is the
Period of Executive Service the Executive would have completed if
he had remained employed in Executive Service continuously through
his Normal Retirement Date.
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4.4
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Death of the
Executive Prior To Normal Retirement Age . In the event the Executive dies prior to
attaining Normal Retirement Age, while employed in Executive
Service, the Executive’s Spouse, if living at such time,
shall receive an amount equal to the benefit that she would have
received under Section 4.3, if the Executive had Separated
from Service on the day before the date of his death and died one
day later.
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4
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4.5
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Forfeiture
of All Benefits for Termination for Good Cause
. Notwithstanding anything to the
contrary, the Executive shall forfeit all benefits under this Plan
in the event that the Executive is involuntarily Separated from
Service for Good Cause (whether before or after attaining Normal
Retirement Age).
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4.6
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Change in
Control . In the event
the Executive is involuntarily Separated from Service while he is
serving in a position at or above the level of President, U.S.
Operations of the Company (but not if he is serving in a lesser
capacity with the Company) following a Change in Control, or in the
event that the Executive volunt
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