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Exhibit
10.5
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
«Director_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:
«Options»
Option Price:
«Grant_Price» per Share
End of Option Term:
«Option_End_Term»
Under this Agreement, except
where the context otherwise indicates, the following definitions
apply:
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(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. |
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(b) |
“Family Members” means the Grantees child,
stepchild, grandchild, parent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, daughter-in-law, son-in-law,
brother-in-law, or sister-in-law, including adoptive
relationship. |
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(c) |
“Grant Date” means
«Grant_Date». |
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(d) |
“Option” means the stock option to purchase
shares of Common Stock of the Company pursuant to the terms and
conditions of this Agreement. |
FY08 NQSO
Grant
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(e) |
“Option Price” means the purchase price per
share of Common Stock under this Agreement. |
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(f) |
“Plan” means the CACI International, Inc.
2006 Stock Incentive Plan, as amended from time to
time. |
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(g) |
“Retirement” means voluntary retirement from
the Board of Directors of the Company or an Affiliate of the
Company. |
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(h) |
“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) 25% of the Shares subject
to the Option on «Vest_1»;
(ii) an additional 25% of the
Shares subject to this Option on «Vest_2» (for a total of
50% of the Shares subject to the Option);
(iii) an additional 25% of
the Shares subject to this Option on «Vest_3» (for a
total of 75% of the Shares subject to the Option); and
(iv) an additional 25% of the
Shares subject to this Option on «Vest_4» (for a total of
100% of the Shares subject to the Option);
(b) Vesting Upon Change
in Control, Disability, Retirement or Death .
Notwithstanding subsection (a) above, upon (i) the
occurrence of a Change in Control or (ii) termination of the
Grantee’s service as a member of CACI’s Board of
Directors, due to Disability or death, 100% of the Shares subject
to the Option shall be vested and exercisable.
(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
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Grant
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.
(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
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Grant
all applicable conditions of Rule 16b-3
under the U. S. Securiti
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