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 Bruce Caswell (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
October 1, 2004, 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
1.5 is hereby deleted in its entirety and substituted with
the following:
"1.5
Termination With Severance . In the event
the Corporation terminates Executive without cause or
Executive resigns from his employment with the Corporation
for Good Reason (as defined below), Executive shall be
entitled to receive a lump sum severance equal to six months'
base salary (at Executive's highest base salary rate during
his employment with the Corporation) plus the pro-rated
portion of Executive's then-current annual 'target'
bonus. The severance payment described in the
previous sentence will be paid to Executive within five
business days following his termination without Cause or
resignation for Good Reason. If Executive's
employment termination occurs in connection with a Change in
Control (as defined in the Income Continuity Program),
Executive shall be entitled to receive the greater
of: (i) the benefits provided under this Agreement
or (ii) the benefits provided under the Income Continuity
Program.
For purposes of this
Agreement, 'Good Reason' means any of the following
conditions: (i) a material decrease in Executive's
existing bas
