Exhibit 10.1
PERSONAL AND CONFIDENTIAL
ANTEON INTERNATIONAL CORPORATION EXECUTIVE AGREEMENT
THIS AGREEMENT
is made as of
______________
by and between
Anteon International Corporation ("Anteon" and, together with its
subsidiaries
and divisions, the "Company") and the key officer of the Company
whose name
appears on the signature page hereof (the
"Executive).
1. Introduction. Anteon's philosophy is to provide to its officers and key
executives a compensation program that it
considers to be among the very best in
its industry and therefore desires to make the benefits
provided for in
this
agreement available to the Executive as
part of his or her compensation package.
2.
Definitions
2.1
"Agreement"
means this
agreement between Anteon and the
Executive.
2.2
"Anteon" means Anteon International Corporation or any
successor
to substantially
all of the business
and operations of
Anteon
International Corporation.
2.3
"Board" means the Board of Directors of Anteon.
2.4
"Bonus Opportunity"
means the percentage
of Salary that is the
target bonus for the relevant year, as established by the
Board.
2.5
"Cause" means the
Executive's (i) conviction of, or pleading of
nolo contendere to, a
felony level criminal
violation, or the
commission of any act of dishonesty, disloyalty, misconduct or
moral turpitude that
is injurious to the property, operations,
business or
reputation
of the Company, or (ii) material
misconduct or
failure to perform his or her duties in a
reasonably
satisfactory manner
after the receipt of a notice
from the Company
detailing such
misconduct or failure,
if the
misconduct or failure
is capable of cure,
and the subsequent
failure by the
Executive to cure such misconduct or failure
within thirty (30) days of receipt of such notice.
2.6
"Change in Control" means:
(i) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act)
(a "Person") of beneficial ownership (within the meaning of
Rule
13d-3 promulgated
under the Exchange Act) of 50% or more of the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of
directors
(the "Outstanding
Corporation
Voting Securities");
provided, however,
that for purposes of this Agreement, the
following acquisitions shall not constitute a Change in
Control:
(I) any acquisition by the Corporation or any affiliate
thereof,
(II) any acquisition
by any employee
benefit plan sponsored or
maintained by the Corporation or any affiliate thereof, or
(III)
any acquisition which
complies with clauses (A), (B) and (C) of
subsection (v) of this Section 2.6;
(ii) Individuals who,
on the date hereof,
constitute the Board
(the "Incumbent
Directors") cease for
any reason to constitute
at least a majority
of the Board, provided that any person
becoming a
director subsequent to the date hereof, whose
election or nomination for election was approved by a vote of
at
least two-thirds of
the Incumbent
Directors then on the
Board
(either by a specific vote or by approval of the proxy
statement
of the Corporation
in which such
person is named as a
nominee
for director,
without written objection to such nomination)
shall be an
Incumbent Director; provided, however, that no
individual initially
elected or nominated as a -------- -------
director of
the Corporation as a result of an actual or
threatened election
contest with respect to directors or as
a
result of any other actual or threatened solicitation of
proxies
or consents by or on
behalf of any person
other than the Board
shall be deemed to be an Incumbent Director;
(iii) approval by the
shareholders
of the Corporation of the
dissolution or liquidation of the Corporation;
(iv) the sale of all or substantially all of the business or
assets of the
Corporation to any
Person (other than a transfer
to a subsidiary); or
(v) the consummation of a merger, consolidation, statutory
share
exchange or similar form of corporate transaction involving the
Corporation that
requires the approval of the Corporation's
stockholders, whether
for such transaction
or the issuance of
securities in the transaction (a "Business Combination"),
unless
immediately following such Business Combination: (A) more than
50% of the total voting power of (x) the corporation resulting
from such Business Combination (the "Surviving Corporation"),
or
(y) if applicable, the ultimate parent corporation that
directly
or indirectly has
beneficial
ownership of
sufficient
voting
securities eligible to
elect a majority of the directors of the
Surviving Corporation (the "Parent Corporation"), is
represented
by the Outstanding
Corporation
Voting Securities that were
outstanding
immediately prior to such Business Combination (or,
if applicable,
is represented by shares into which the
Outstanding
Corporation
Voting
Securities were
converted
pursuant to such
Business Combination),
and such voting
power
among the holders thereof is in substantially the same
proportion as the
voting power of the Corporation's Voting
Securities among the
holders thereof
immediately prior to
the
Business Combination,
(B) no Person
(other than any
employee
benefit plan
sponsored
or maintained by the Surviving
Corporation or
the Parent Corporation , is or becomes the
beneficial owner, directly or indirectly, of 50% or more of the
total voting power of the outstanding voting securities
eligible
to elect directors of the Parent Corporation (or, if there is
no
Parent Corporation,
the Surviving
Corporation) and (C) at least
a majority
of the members of the board of directors of the
Parent Corporation (or, if there is no Parent Corporation, the
Surviving
Corporation)
following the
consummation
of the
Business Combination
were Board members at the time of the
Board's approval
of the execution of the initial agreement
providing for such Business Combination.
2.7
"Committee" means the
Compensation Committee
appointed by the
Board or if there is no such committee, then the Board.
2.8
"Company" means
Anteon International Corporation and its
subsidiaries, or
any successor to substantially all of the
business and operations of Anteon International Corporation and
its subsidiaries.
2.9
"ERISA" means the
Employee Retirement
Income Security Act of
1974, as amended from time to time.
2.10
"Executive" means the
individual
identified
on the signature
page of this Agreement.
2.11
"Extended Compensation
Payments" means all amounts, if any,
payable under Section
3 and Exhibit A of this Agreement to the
Covered Employee
upon a termination without Cause or a
resignation for Good Reason.
2.12 "Good
Reason" means the Executive's resignation from all
employment and service with the Company within 90 days after
the
occurrence of one or more of the following:
(i) a reduction in his or her Salary or Bonus Opportunity from
that of the prior
year, or a reduction in Salary or Bonus
Opportunity already
established
for a given
year (it being
understood that
any bonus payments will be subject to
performance and/or service goals as the Board may prescribe),
(ii) a material diminution in the Executive's duties or
responsibilities (but
a change in the Executive's reporting
relationships or
responsibilities
within the Company or within
any successor to substantially all of the Company' business
and
operations shall not itself constitute "Good Reason").
(iii) the Company
requires the Executive to be based at any
place outside a 50
mile radius from the work location at which
the Executive was based on the date of the Change in Control,
(iv) the insolvency or
the filing (by any party, including the
Company) of a petition for bankruptcy of the Company;
(v) any material
breach by the Company of any provision of this
Agreement
(vi) any purported termination of the Executive's employment
for
Cause by the Company
which does not
comply with the terms of
Section 2.5 hereof,
(vii) any event or condition described in Section 2.13(i)
through (vi) which occurs prior to a Change in Control but
which
the Executive reasonably demonstrates (a) was at the
request of
a third party who has
indicated an intention or taken steps
reasonably calculated
to effect a Change in Control, or (b)
otherwise arose
in connection with a Change in Control.
Notwithstanding anything in this Section 2.13, the Executive
may
not resign for "Good
Reason" unless he or
she shall have first
given notice to Anteon of the reason for such resignation, and
Anteon or the Company shall have failed to reasonably cure the
situation within thirty (30) days of receipt of such notice
2.13
"Release" means a
written release, in the form as attached
hereto, executed by
the Executive who has been granted Extended
Compensation Payments,
releasing and
discharging the
Company,
its trustees,
officers,
directors,
employees,
advisers,
consultants,
shareholders, agents
and other representatives
(including, but not
limited to, the
members of the
Committee)
from and against all
claims, liabilities
and obligations in
respect of or arising out of the Executive's employment,
and/or
any termination of or resignation therefrom, including but not
limited to, claims
under the Age
Discrimination in
Employment
Act of 1967, as amended.
2.14 "Salary" means the annual rate of
base salary of the
Executive (prior to
any reduction
for the
Executive's
contributions to any
employee benefit, deferred
compensation, retirement or other plan or arrangement
maintained
or administered by the Company) as in effect immediately prior
to any without Cause termination or resignation for Good
Reason.
Monthly Salary shall be determined by dividing the rate
referred
to in the preceding
sentence by 12.
2.15
"Service" means
the Executive's last continuous period of
employment and service with the Company.
2.16
"Term" of this Agreement means the period commencing on the
date
first written above and ending on December 31, 2004 and shall
be
automatically extended
on each December 31
thereafter
unless
either Anteon or the Executive gives written notice at least
30
days prior to the relevant December 31 that either Anteon or
the
Executive, as the case may be, elects not to have this
Agreement
continue beyond its then scheduled expiration date.
2.17
"Termination of Employment" means the Executive's termination
of
employment with and separation of service from the Company.
3. Grants and
Amounts of Protection Payments
3.1
If during the Term of this Agreement a Change in Control of
the
Company shall occur and during the two year period following
the
date of such Change in Control (a) the Company shall terminate
the Executive's
employment without
Cause, or (b) the Executive
shall resign for Good Reason, then the Executive will receive
Extended Compensation Payments equal to the following:
3.1.1 Accrued
Salary. Within 15 days of termination without
Cause or resignation for Good Reason, the Executive will
receive
all accrued but unpaid Salary through the date of termination.
3.1.2 Salary
Continuation. The
Executive will be paid
regular
monthly payments as if his or her Salary were continuing for
the
period set forth on
Exhibit A,
commencing
on the date of the
termination without Cause or resignation for Good Reason.
3.1.3 Accrued Bonus.
The Executive will receive payment of his
or her bonus
entitlement
for the year in which either the
without Cause termination or resignation for Good Reason
occurs,
which would otherwise have been paid had the Executive remained
employed by Anteon
through the end of such year. Such bonus
shall be payable to the Executive within fifteen (15) days
after
the date of the without Cause termination or resignation for
Good Reason.
3.1.4 Bonus Continuation. The Executive will be paid
one-twelfth
of his or her "annual
target bonus", for each month of the
period set forth on Exhibit A, such amount to be paid monthly
commencing on the
date of the
termination
without Cause or
resignation for Good
Reason. The "annual
target bonus" shall
mean an amount
equal to one hundred percent (100%) of the
Executive's bonus
established for the
year in which either the
without Cause termination or resignation for Good Reason
occurs.
3.1.5 Accrued
General Leave. Within 15 days of termination
without Cause or resignation for Good Reason, the Executive
will
receive a payment for
all accrued
but unused General Leave
through the date of termination.
3.1.6
Medical/Dental
Insurance.
Medical/dental
insurance
coverage for the Executive and his or her eligible dependents
is
to be continued
under the plan in effect on the date of the
without Cause
termination or
resignation for Good
Reason, as
modified from
time to time for similarly situated active
executives. Anteon
will pay its normal
share of the
coverage
rate for a period as set forth on Exhibit A, or until such time
as the Executive is covered by the medical/dental insurance of
another employer,
whichever occurs first. The Executive may
continue
medical/dental
insurance through
COBRA for up to an
additional eighteen
months by paying the required premiums
monthly in advance to
Anteon, as
provided by and subject to
COBRA.
3.1.7 Life Insurance.
If the Executive is
being provided basic
life insurance
coverage at the time of separation, such basic
life insurance
coverage shall continue in accordance with
Anteon's policies on life insurance coverage as may be in
effect
from time to time, for the period set forth on Exhibit A, or,
if
earlier, until such
time as (x) the
Executive is eligible
for
coverage by the life insurance of another employer or (y)
Anteon
ceases to provide its similarly situated executives with basic
life insurance coverage, whichever occurs first.
3.1.8 Retirement
Plans. Benefits accrued through the termination
date are governed by the provisions of the applicable
"qualified
retirement plan"
and supplemental retirement savings plan
documents.
3.2
Notwithstanding
anything to the
contrary in this Agreement,
under no circumstances
may the Executive
receive any
Extended
Compensation Payments
under the terms of this Agreement unless
the
Committee has received from the Executive an executed
Release, in
the form attached hereto, that has remained
unrevoked for at least
eight (8) days (or
such longer time
as
Employee may
have a right
to terminate such Release under
applicable law). In addition, Anteon may immediately
cease the
payment of any Extended Compensation Payments if the Executive
is in violation of any
of the provisions
of Section 5 of
this
Agreement.
3.2
The Executive shall have no benefits under this Agreement in
the
event the Executive
is terminated with Cause or terminates
employment other than
for Good Reason.
4.
Administration
4.1
Subject to
Section 6.6 hereof, the Committee shall be the
administrator of this
Agreement,
and shall have such
rights,
powers and authorities
commensurate
with such position.
Such
powers shall include,
without limitation, the discretion to
reasonably interpret
the provisions of this Agreement, as well
as the discretion to resolve any conflicts or questions
arising
therefrom.
5.
Obligations of the Executive
5.1
Non-Solicitation. The
Company has invested
substantial
time,
money and resources
in the development and retention of its
inventions,
confidential information (including trade secrets),
customers, accounts
and business partners, and during and prior
to the course of the
Executive's employment
with the Company,
the Executive
has had and will have
access to the Company's
inventions, confidential information (including, but not
limited
to, employee
compensation data, cost and pricing data and other
trade secrets)
and contractual relationships, and will be
introduced to
existing and prospective customers, vendors,
accounts and
business partners of the Company. Any and all
"goodwill" associated with any existing or prospective
customer,
vendor, account or
business partner belongs exclusively to the
Company, including,
but not limited to, any goodwill created as
a result of direct or indirect contacts or relationships
between
the Executive
and any existing or prospective customers,
vendors, cable
operators,
accounts or business
partners. In
recognition of
this, and in partial consideration for the
Company entering into
this Agreement with
the Executive,
the
Executive shall be
obligated to comply with the following
provisions:
(A)
During the Executive's
employment with the
Company, and for a
period of one (1)
year thereafter, or until the end of the
period during which Extended Compensation Payments, if any, are
being made to the
Executive hereunder, whichever period is
shorter, the
Executive may not entice or solicit, either
directly or indirectly, any Company employee to leave the
employ
of the Company
or any independent contractor to sever its
engagement with the
Company, absent prior
written consent from
the Company. The
preceding sentence of
this subparagraph
(A)
shall not be construed to prohibit the Executive from hiring,
directly or
indirectly,
a Company employee provided such
employee contacted or solicited employment from the Executive
on
his or her own initiative and without any encouragement,
influence or inducement from the Executive.
(
