Exhibit 10.5
CACI Separation &
Severance Agreement and General Release
To: Stephen L.
Waechter
Pursuant to our discussions
concerning the terms of your separation, and in consideration of
the mutual promises and understandings set forth below, this
Separation & Severance Agreement and General Release
(“Agreement”) sets forth the understandings and
agreement between you and CACI, INC-FEDERAL (a CACI International
Inc. subsidiary - hereinafter “CACI” or
“Company”) concerning the terms of your separation from
CACI employment.
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1.
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As set forth in
your letter attached to this Agreement (and incorporated herein),
you have tendered, and CACI has agreed to accept, your retirement
effective January 9, 2007. This date shall be deemed your
separation date for all purposes and for all benefit plans,
including without limitation the 401(k) plan and the Executive
Retirement Plan. The last day worked for which you will receive
compensation is January 15, 2007, and you will be entitled to
charge against unused vacation hours or floating holidays for the
period from January 10, 2007 to January 15, 2007. If
after January 15, 2007, you perform any consulting work on
behalf of the Company, you will be paid at a rate of $750 for each
day during which you work fewer than four hours and $1,500 for each
day during which you work four or more hours.
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2.
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You agree to
(i) use your best efforts to complete documentation associated
with your separation, including final timecard, checkout sheet,
final expense reports, instructions on disposition of your SMART
Plan and/or other retirement plan balances, and any other
reasonable and customary paperwork, by February 28, 2007
; (ii) submit final expense reports, if any, to CACI
for processing no later than February 28, 2007; and
(iii) return your office keys, pass key and parking pass to
CACI. CACI shall reimburse you for any expenses incurred by you in
your capacity as an employee of CACI.
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3.
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CACI shall pay
to you severance equal to twelve months of base salary at the
pre-tax rate you were earning at a monthly rate of $26,060 with
such payment to be made in accordance with the provisions of
Paragraph 6 of your Severance Compensation Agreement dated
September 1, 1999, subject to withholding of applicable
payroll taxes and any other deductions that you previously
authorized.
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4.
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Notwithstanding
paragraph 1, CACI agrees to continue your Executive FLEX Plan
group health coverage and executive supplement through
January 31, 2007 on the same terms and conditions as if you
were still employed, subject to any changes in the Plan. Your
executive supplement will be limited to those services provided on
or before January 9, 2007. After January 31, 2007, you
will be eligible to continue coverage in the employee group health
plan pursuant to COBRA for an additional eighteen (18) months
by paying one hundred percent (100%) of the premium rate in
effect at the time of your eligibility plus a two percent
(2%) administrative fee, subject to the provisions of COBRA
which will be explained to you during the conversion process
conducted for all separating employees.
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5.
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CACI shall pay
to you the cash value of any residual vacation that has been
accrued but not used through January 15, 2007.
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Privileged and
Confidential
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CACI also shall provide you a sum
equal to the amount (plus simple interest defined as the short term
Applicable Federal Rate compounded monthly in effect for January
2007, to begin accruing on August 16, 2004 for the FY 2004
deferral and on August 18, 2006 for the FY 2006 deferral and
continuing to accrue until payment) of your annual bonus that you
directed toward the purchase of restricted stock units under the
Management Stock Purchase Plan.
In addition, CACI shall contribute
into your Executive Retirement Plan account the Company match for
2006 not yet credited, in the amount of $14,200.
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6.
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You will not be
eligible to be paid any incentive compensation beyond
January 9, 2007, with the exception of the following: you
shall receive (a) $16,800 in lieu of any quarterly bonus
attributable to the quarter ending December 31, 2006; and
(b) $300,000 in lieu of all other incentive
compensation.
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7.
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Stock option
shares exercisable as of January 9, 2007 may be exercised by
contacting the CACI Stock Option Administrator within 60 days of
the foregoing date. Vested options not exercised within 60 days of
the foregoing date shall forfeit and be cancelled, as will any
options that are scheduled to become exercisable after the
foregoing date.
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8.
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In
consideration of the payments, promises, and understandings
described above, you, your representatives, successors, and assigns
do hereby completely release and forever discharge CACI, its
shareholders, officers, parent, subsidiary and affiliated companies
and all of their representatives, agents, directors, employees,
attorneys, successors and assigns (hereinafter
“Releasees”) from all claims, rights, demands, actions,
obligations, and causes of action of any and every kind, nature and
character, known or unknown, which you may now have, or have ever
had, against them arising from or in any way connected with the
employment relationship between CACI and you, and any actions
during such relationship, and/or the termination thereof,
including, but not limited to, all “wrongful discharge”
claims; all claims related to any contract of employment, express
or implied; any covenant of good faith and fair dealing, express or
implied; any tort of any nature; any federal, state, or municipal
statute or ordinance; and any claims under Section 806 of the
Sarbanes-Oxley Act of 2002, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Employee Retirement and
Income Security Act, the Americans With Disabilities Act, and any
other laws or regulations relating to wages, benefits and
employment discrimination, and any and all claims for
attorneys’ fees and costs.
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9.
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CACI, its
shareholders, officers, parent, subsidiary and affiliated companies
and all of its representatives, agents, directors, employees,
successors and assigns do hereby completely release and forever
discharge you, your representatives, successors, and assigns from
all claims, rights, demands, actions, obligations, and causes of
action of any and every kind, nature and character, known or
unknown, which they may now have, or have ever had, against you
arising from or in any way connected with the employment
relationship between you and CACI, and any actions during that
relationship.
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10.
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To the extent permitted by law,
you agree and covenant that neither you, nor any person,
organization or other entity on your behalf, will file, charge,
claim, sue or cause or permit
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Privileged and
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to be filed, charged or claimed,
any civil action, suit, arbitration or legal proceeding for
personal relief (including any action for damages, injunctive,
declaratory, monetary or other relief) against the Releasees
involving any matter covered by the general release contained in
Paragraph 8 of this Agreement. You agree that a breach of the
promises contained in this Paragraph will result in irreparable
harm to CACI that cannot be satisfied through payment of
mon
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