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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Addendum or Modifications

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | Document Parties: CACI INTERNATIONAL INC You are currently viewing:
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CACI INTERNATIONAL INC

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Title: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Virginia     Date: 2/5/2009
Industry: Computer Services     Sector: Technology

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: caci international inc
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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

 

1.1

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.

 

1.2

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.

A RTICLE II

Definitions

For the purposes of this Plan, the following terms shall have the meanings indicated:

 

2.1

Board . “Board” means the Board of Directors of the Company.

 

2.2

Change in Control . “Change in Control” has the same meaning as is provided in the CACI International, Inc 2006 Stock Incentive Plan.

 

2.3

Committee . “Committee” means the Compensation Committee of the Board or other committee designated by the Board to administer the Plan pursuant to Article V.

 

2.4

Company . “Company” means CACI International Inc.

 

2.5

Effective Date . “Effective Date” means January 1, 2006. The effective date of this Restated Supplemental Executive Retirement Plan is December 31, 2008.

 

2


2.6

Employment Agreement . The employment agreement by and between the Executive and the Company, effective July 1, 2007.

 

2.7

Executive . “Executive” means Paul M. Cofoni (date of birth October 14, 1948).

 

2.8

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.

 

2.9

Good Cause . “Good Cause” has the same meaning as is defined in the Employment Agreement.

 

2.10

Good Reason . “Good Reason” has the same meaning as is defined in the Employment Agreement.

 

2.11

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.

 

2.12

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).

 

2.13

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).

 

2.14

Period of Executive Service . “Period of Executive Service” means the number of complete calendar months of continuous Executive Service, measured from the Effective Date.

 

2.15

Retirement . “Retirement” means the Executive’s termination from employment with the Company at the Executive’s Normal Retirement Date.

 

2.16

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.

 

2.17

Spouse . “Spouse” means Karen Cofoni (date of birth June 1, 1949).

 

3


A RTICLE III

Participation

 

3.1

Eligibility and Participation .

 

 

a.

Eligibility . Eligibility to participate in the Plan shall be limited to the Executive.

 

 

b.

Participation . The Executive’s participation in the Plan was effective upon the Effective Date.

A RTICLE IV

Benefits

 

4.1

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.

 

4.2

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.

 

4.3

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.

 

4.4

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.

 

4


4.5

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).

 

4.6

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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