|
Exhibit
10.4
CACI INTERNATIONAL INC
2006 STOCK INCENTIVE PLAN (THE “PLAN”)
STOCK OPTION GRANT
AGREEMENT
This Grant Agreement (the
“Agreement”) is entered into by and between CACI
International Inc, a Delaware Corporation, (the
“Company” or “CACI”) and
<Name> the (“Grantee”) effective as of
<Grant Date > (the “Grant
Date”).
Subject to the provisions of
this Agreement, and pursuant to the provisions of the Plan, the
Company hereby grants to Grantee, as of the Grant Date, an option
(the “Option”) of such type, to purchase such number of
shares of Common Stock of the Company (the “Shares”),
and at such exercise price per Share (the “Option
Price”) as are stated in the Stock Option Overview below. The
Option terminates on the earlier of (a) its lapse and
termination under Section 5 “Termination of
Option” or (b) the end of the Option Term stated in the
Stock Option Overview.
STOCK OPTION OVERVIEW
Type of Option:
Nonqualified
Number of Shares Subject to the Option:
<# of Shares>
Option Price: <Option
Price>
End of Option Term: <End of
Term>
Under this Agreement, except
where the context otherwise indicates, the following definitions
apply:
| |
(a) |
“Agreement” means this Stock Option Grant
Agreement and shall include the applicable provisions of the Plan,
which is hereby incorporated into and made a part of this
Agreement. |
| |
(b) |
“Grant Date” means <Grant
Date>. |
| |
(c) |
“Option” means the stock option to purchase
shares of Common Stock of the Company pursuant to the terms and
conditions of this Agreement. |
| |
(d) |
“Option Price” means the purchase price per
share of Common Stock under this Agreement. |
| |
(e) |
“Plan” means the CACI International Inc 2006
Stock Incentive Plan, as amended from time to time. |
| |
(f) |
“Retirement” means voluntary retirement from
the Company or an Affiliate of the Company on or after age 65, upon
written notice from the Grantee to the Committee that Grantee is
permanently retiring from CACI and the information technology
industry. |
| |
(g) |
“Shares” means the shares of Common Stock of
the Company subject to the Option. |
Any capitalized term used
herein that is not expressly defined in this Agreement shall have
the meaning that such term has under the Plan unless otherwise
provided herein.
| |
(a) |
Regular Vesting Schedule . The Option shall
become vested and exercisable with respect to: |
| |
(i) |
10% of the Shares subject to the Option on <Vest year
1>; |
| |
(ii) |
an additional 20% of the Shares subject to this Option on
<Vest year 2> (for a total of 30% of the Shares subject to
the Option); |
| |
(iii) |
an additional 30% of the Shares subject to this Option on
<Vest year 3> (for a total of 60% of the Shares subject to
the Option); and |
| |
(iv) |
an additional 40% of the Shares subject to this Option on
<Vest year 4> (for a total of 100% of the Shares subject to
the Option); |
provided Grantee has
continued in the full-time employment of the Company or an
Affiliate of the Company from the Grant Date through any such
vesting date.
| |
(b) |
Vesting Upon Change in Control, Disability, Retirement or
Death . Notwithstanding subsection (a) above, upon
(i) the occurrence of a Change in Control while the Grantee
remains a full-time employee of the Company (or an Affiliate of the
Company) or (ii) termination of the Grantee’s full-time
employment with the Company (or an Affiliate of the Company) due to
Retirement, Disability or death, 100% of the Shares subject to the
Option shall be vested and exercisable. |
-2-
| |
(a) |
Exercisability of Option . No portion of the
Option granted to Grantee shall be exercisable by Grantee prior to
the time such portion of the Option has vested. |
| |
(b) |
Manner of Exercise . The vested portion of the
Option may be exercised, in whole or in part, on or before the
earlier of (i) its lapse and termination under Section 5
or (2) the end of the Option Term stated in the Stock Option
Overview, by delivering the Stock Option Exercise Form attached to
this Agreement to the Committee or its designee or such other form
as the Committee may require from time to time. Such notice shall
specify the number of Shares Grantee then desires to purchase and
the manner of payment of the Option Price. The Option may be
exercised only in multiples of whole Shares and no partial Shares
shall be issued. |
| |
(c) |
Manner of Payment of Option Price . Unless the
Committee in its sole discretion allows payment by another means,
the Option Price may be paid by any of the following
means: |
| |
(i) |
by a check payable to the order of the Company for an amount in
U.S. dollars equal to the Option Price of such Shares; |
| |
(ii) |
by transfer of shares of Company Common Stock having an
aggregate Fair Market Value equal to such Option Price which have
been held by Grantee for at least six (6) months and are not
then subject to restrictions under any Company plan, or a
combination of cash and such shares; |
| |
(iii) |
by a broker-assisted “cashless exercise” procedure,
as permitted under Federal Reserve Board’s Regulation T,
subject to securities law restrictions; or |
| |
(iv) |
by such other means as the Committee in its sole discretion
shall permit. |
| |
(a) |
No Rights of Shareholder . Within thirty
(30) days of the receipt of the Stock Option Exercise Form and
the payment of the Option Price for the portion of the Shares as to
which the Option is being exercised, and the applicable tax
withholding, the Company shall issue certificates for the Common
Stock purchased pursuant to this Agreement. Grantee shall not have
any of the rights of a shareholder with respect to the Shares that
may be issued upon the exercise of the Option until such Shares
have been issued to him or her upon the due exercise of the
Option. |
-3-
| |
(b) |
Transfer Restrictions as to Shares . Transfer of
the Common Stock purchased under the Option shall be subject to the
Company’s trading policies and any applicable securities laws
or regulations governing transferability of shares of the
Company. |
| |
(c) |
Securities Regulations . No shares of Common
Stock shall be issued hereunder until the Company has received all
necessary stockholder and regulatory approvals and has taken all
necessary steps to assure compliance with federal and state
securities laws or has determined to its satisfaction and the
satisfaction of its counsel that an exemption from the requirements
of the federal and applicable state securities laws are available.
To the extent applicable, transactions under the Plan are intended
to comply with all applicable conditions of Rule 16b-3 under the U.
S. Securities and Exchange Act of 1934. Any ambiguities or
inconsistencies in the construction of this Agreement or the Plan
shall be interpreted to give effect to such intention. However, to
the extent any provis |
|
