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CACI Separation & Severance Agreement and General Release

Release Agreement

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CACI, INC

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Title: CACI Separation & Severance Agreement and General Release
Governing Law: Virginia     Date: 2/9/2007
Industry: Computer Services     Sector: Technology

CACI Separation & Severance Agreement and General Release, Parties: caci  inc
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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.

 

1.

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.

 

2.

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.

 

3.

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.

 

4.

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.

 

5.

CACI shall pay to you the cash value of any residual vacation that has been accrued but not used through January 15, 2007.

 

 

 

 

 

 

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.

 

6.

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.

 

7.

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.

 

8.

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.

 

9.

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.

 

10.

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

 

 

 

 

 

 

Privileged and Confidential

 

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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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