Exhibit 10.14a
AMENDMENT TO EMPLOYMENT
AGREEMENT
WHEREAS , Section 409A of the Internal Revenue Code
and the regulations thereunder (“Section 409A”) impose
rules and restrictions on the payment of compensation under the
Employment Agreement dated April 18, 2007 (the “Original
Agreement”) by and between SRA International, Inc.
(“SRA”) and Stanton D. Sloane
(“Executive”);
WHEREAS , the Original Agreement must be amended on or
before December 31, 2008 to comply with or be exempt from
Section 409A; and
WHEREAS , SRA and the Executive desire to amend the
Original Agreement to cause the Original Agreement as amended
hereby to be exempt from Section 409A where possible and to
otherwise comply with Section 409A where necessary.
NOW, THEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, SRA and the
Executive agree as follows:
Section 1.
Amendment.
Effective January 1, 2009, the
Original Agreement is amended by the addition of a new
Section 12 reading as follows:
Section 12.
Section 409A Provisions The payments and benefits
provided for in this Agreement are intended to comply with
Section 409A of the Code (“Section 409A”) and its
corresponding regulations, or an exemption, to the extent
applicable. This Agreement will be construed, administered, and
governed in a manner consistent with this intent. Notwithstanding
any other provision hereof, if any provision of this Agreement
conflicts with the requirements of Section 409A, the
requirements of Section 409A shall supersede any such
provision. In no event whatsoever shall SRA be liable for any
additional tax, interest or penalties that may be imposed on
Executive by Section 409A or any damages for failing to comply
with Section 409A, and no amounts payable hereunder shall be
increased to compensate for any tax, interest or penalties that may
be imposed on Executive by Section 409A, except to the extent
that SRA fails to make a payment as required within the time period
provided in this Agreement and such failure to pay within such time
period triggers such additional tax, interest or
penalty.
Annual bonuses that become payable
as described in Section 3.B. shall be subject to such terms
and conditions as the Compensation Committee of the Board may
determine and, subject to Executive’s fulfillment of such
terms and conditions (including any bonus condition requiring that
the Executive continue to be employed with SRA as of the date of
bonus payment in order to qualify for such bonus) shall be paid no
later than 2-1/2 months after the end of the SRA fiscal year (or,
if later, 2-1/2 months after the end of the calendar year during
which such fiscal year ends) to which such bonus
relates.
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The monthly living allowance payable
pursuant to Section 3.F. shall be paid no later than thirty
days after the month with respect to which such amounts are
payable.
Any “employee benefits”
provided for in Section 4.B. (“Continued
Benefits”) shall only include a taxable cash monthly payment
equal to the monthly cost of COBRA premiums for the SRA group
medical and dental insurance and applicable coverage elections that
applied to Executive immediately prior to his termination date.
Payments of Continued Benefits shall commence on the Payment
Commencement Date and continue to be paid on the first day of each
month thereafter (subject to reduction as provided in
Section 4.B.(iv)).
For purposes hereof, “Payment
Commencement Date” shall mean the date (designated by SRA in
its sole discretion) within the 60-day period following the
Executive’s termination date.
The payments that Executive
otherwise becomes entitled to receive pursuant to the provisions of
Section 4.B. of this Agreement shall be made only if and when
the Execut
