EXECUTIVE EMPLOYMENT, NON-COMPETE
AND CONFIDENTIALITY AGREEMENT
THIS
EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY
AGREEMENT (“Agreement”), is entered into as of the
date set forth on the signature page, by and between
Bruce Caswell (the “Executive”)
and MAXIMUS, Inc., a Virginia corporation with its principal
place of business in Reston, Virginia (the
“Corporation”) with reference to the
following:
WHEREAS,
the parties believe the Executive possesses the experience and
capabilities to provide valuable service on behalf of the
Corporation; and
WHEREAS,
the Corporation desires to employ the Executive as
Group President of the MAXIMUS Family
Services Group ; and
WHEREAS,
the Executive desires to be employed by the Corporation at the
salary, benefits and other terms and conditions specified
herein.
NOW,
THEREFORE, in consideration of these premises and for other
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as
follows:
1.
Employment.
1.1
Duties . The Corporation hereby employs the
Executive, and the Executive hereby accepts such employment, to
serve as the Group President of the MAXIMUS Family Services
Group. The Executive hereby represents and warrants that
he is in good health and capable of performing the services
required hereunder. The Executive shall perform such
services and duties as are appropriate to such office or delegated
to the Executive by his supervisor. During the
term of this Agreement, the Executive shall be a full-time employee
of the Corporation and shall devote such time and attention to the
discharge of his duties as may be necessary and appropriate to
accomplish and complete such duties.
1.2
Compensation .
(a)
Salary . As compensation for performance of his
obligations hereunder, the Corporation shall pay the Executive an
annual salary of not less than $350,000, such salary to be reviewed
annually beginning on or about September 30, 2005.
(b)
Signing Bonus . Executive will receive a signing
bonus of $35,000 on or about his first day of
employment. Executive agrees to
repay a prorated portion of the signing bonus to the Corporation
if, during the first 12 months of this Agreement, he terminates his
employment for any reason or the Corporation terminates his
employment for cause.
(c)
Year-End Bonus . The Executive will participate in
the Corporation’s annual bonus program, with any awards
dependent on the performance of the Executive and the
Corporation. Executive’s annual
“target” bonus will be 30% of his annual base salary,
but his actual bonus may be higher or lower based upon his and the
Corporation’s achievement of specified goals and
objectives. The goals and objectives that govern
Executive’s annual bonus determination will be agreed upon in
writing by Executive and the Corporation within 30 days following
the start of each year.
(d)
Stock Options . Upon the Effective Date the
Executive shall be awarded a non-qualified option to acquire 50,000
shares of MAXIMUS Common Stock in accordance with the MAXIMUS 1997
Equity Incentive Plan. On the succeeding first through
third anniversaries of the Effective Date, the Executive will
receive non-qualified option grants to purchase MAXIMUS stock in
the amounts of not less than 50,000, 20,000, and 20,000 shares
respectively. All option grants shall have a strike
price equal to the New York Stock Exchange closing price of MAXIMUS
Common Stock as of the trading day immediately preceding the date
of grant, a four-year vesting schedule, a ten-year term and such
other terms and conditions as are included in the standard MAXIMUS
Stock Option Agreement which will be subsequently executed by the
parties . The
Executive shall also be awarded 3,000 restricted stock units (RSUs)
upon the Effective Date. The RSUs will vest in equal
installments over a six-year term, subject to possible acceleration
in accordance with the terms of the RSU Award
Program. The Executive shall also be eligible to
participate in stock option, RSU, and similar plans as currently
exist or may be established by the Corporation from time to
time.
(e)
Vacation, Insurance, Expenses, Etc . The
Executive shall be entitled to 20 days accrual paid
vacation per year, and such benefits, health, disability and
life insurance and other benefits and expense reimbursements
in a manner consistent with the Corporation’s past
practices and as are provided to executives at a similar
level.
(f)
Indemnity . Except to the extent the Board
of Directors determines that the Executive violated the law or
acted in bad faith or except as otherwise prohibited by law,
the Corporation shall indemnify and hold harmless Executive
from and against any and all claims, damages, expenses
(including, but not limited to, attorneys’ fees and
litigation and court costs), costs, and/or liabilities
incurred or suffered by Executive that are based upon or arise
out of any acts or omissions, or alleged acts or omissions, by
Executive during his employment with the
Corporation.
1.3
Non-Involvement In Certain Activities . Prior to his
employment by the Corporation, Executive was involved in two
procurements for eligibility services in Florida and Texas on
behalf of his former employer (the “Procurements”), and
the Corporation is currently involved in the Procurements as
well. Neither Executive nor the Corporation wishes to
have Executive utilize or disclose any proprietary information or
trade secrets of his former employer in the course of his
employment with the Corporation, and in furtherance of that desire,
the parties agree that (i) the Corporation shall not request nor
require that Executive be involved in any way with its work on the
Procurements, (ii) Executive shall not become involved in any way
with the Corporation’s work on the Procurements, and (iii)
the Corporation shall issue to all of its employees who are
involved in any way with its work on the Procurements
written instructions that they are not to discuss, share
any information concerning, or seek any information concerning, the
Procurements with/from Executive. Executive and the
Corporation agree that in the event that the nature,
circumstances or timing of the Procurements changes then
Executive shall discuss the changed circumstances with outside
counsel to the Company to determine whether Executive may no longer
have confidential or proprietary information relating to the
Procurements. In the event that outside counsel determines
that Executive does not have confidential or proprietary
information relating to the Procurements, then the Corporation may
request that Executive be involved in the
Procurements. However, the foregoing shall not prohibit
the Corporation from assigning the Executive to work on any
programs or contracts that the Corporation may be awarded as a
result of the Procurements, so long as the Executive does not share
confidential information of his previous
employer.
1.4
Term; Termination Without Severance .
The term of the employment agreement set forth in this
Section 1 shall be for a period commencing at the Effective Date
and continuing for two (2) years thereafter (the “Scheduled
Term”) provided that this Agreement shall
terminate:
(a)
by
mutual written consent of the parties;
(b)
upon
Executive’s death or inability, by reason of physical or
mental impairment , to perform substantially all
of Executive’s duties as contemplated herein for a continuous
period of 120 days or more; or
(c)
by
the Corporation for cause, which shall mean the Executive’s
(i) breach of any material duty or obligation hereunder, (ii)
intentional or grossly negligent misconduct that is materially
injurious to the Corporation, (iii) willful failure to follow the
reasonable directions of the Executive’s supervisor, or (iv)
failure to carry out his duties in a professional manner consistent
with the standards of his profession and position; provided,
however, that subsections (i), (iii) and (iv) of this paragraph are
contingent upon the Corporation providing 30 days’ written
notice to Executive and Executive’s failure to correct such
breach, failure to follow instructions or failure to carry out his
duties, as applicable.
Upon
any termination of employment under this Section 1.4, neither
party shall have any further obligation to the other pursuant
to this Section 1, but such termination shall have no effect
on the obligations of the parties under other provisions of
this Agreement.
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