FIRST AMENDMENT TO THE
EXECUTIVE EMPLOYMENT, NON-COMPETE
AND CONFIDENTIALITY AGREEMENT
THIS FIRST AMENDMENT TO
THE EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY
AGREEMENT ("Amendment") is entered into this ______ day of
______________, 2007, by and between Richard A. Montoni (the
"Executive") and MAXIMUS, Inc., a Virginia corporation with
its principal place of business in Reston, Virginia (the
"Corporation") and provides as follows:
WHEREAS, on or about April
24, 2006, the Corporation and Executive entered into an
Employment Agreement; and
WHEREAS, the parties
desire to amend the Employment Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
as set forth in this Amendment.
NOW, THEREFORE, in
consideration of these premises and intending to be legally
bound, the parties agree as follows:
1. Section
1.4 is hereby deleted in its entirety and substituted with
the following:
" Severance
. The parties agree that in the event the
Corporation terminates the Executive's employment without
Cause or the Executive terminates the employment for "Good
Reason" (as defined in the Income Continuity Plan) prior to
the expiration of the Scheduled Term, the Executive shall be
entitled to the following:
(a)
Benefits, at the Corporation's expense, as provided under
Section 1.2 for the greater of the remainder of the Scheduled
Term or twelve (12) months. To the extent that
these payments are not exempt from Section 409A of the
Internal Revenue Code of 1986, as amended (the 'Code') under
the COBRA, reimbursement, in-kind benefit, or other applicable
exceptions thereunder, such payments shall be made at the time
and in the amount required under the documents governing each
such benefit;
(b)
Vesting of stock options and Restricted Stock Units;
and
(c)
a lump sum, payable within 30 days following termination of
employment, equal to the greater of (i) Base Salary for the
remainder of the Scheduled Term or (ii) two times the sum of
the Executive's Base Salary plus the lesser of his target
bonus or previous year's actual bonus, which lump sum shall be
considered a separate payment for purposes of
