|
Exhibit
10.24
SEVERANCE COMPENSATION
AGREEMENT
THIS AGREEMENT is made as of
the 1 st
day of July, 2007, between
CACI International Inc, a Delaware corporation headquartered at
1100 North Glebe Road, Arlington, Virginia, and William M. Fairl
(the “Executive”) residing at 5884 Iron Stone Court,
Centreville, VA 20120. This Agreement replaces the Severance
Compensation Agreement between the parties dated December 18,
2006
WITNESSETH:
WHEREAS, the Executive is employed by
CACI International Inc and/or one or more of its wholly-owned
subsidiaries (“the Company”), and the services of the
Executive, his managerial experience, and his knowledge of the
affairs of the Company are of great value to the Company;
and
WHEREAS, the Board of Directors of CACI
International Inc has determined that it is in the best interests
of the Company and the Executive to enter into this agreement
setting forth the obligations of the Company and the Executive upon
the Executive’s termination of employment.
NOW, THEREFORE, in consideration of the
mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
| 1. |
At-Will Employment . The Company and the Executive agree
that the Executive is employed on an at-will basis. Unless
otherwise specifically provided in a written agreement signed by
both the Company and the Executive, the parties understand that the
Executive is employed for no fixed term or period, that either the
Company or the Executive may terminate the Executive’s
employment with the Company at any time with or without a reason,
and that this Agreement creates no contract of employment between
the Company and the Executive. |
| 2. |
Term . The term of this Agreement shall be for the
period from July 1, 2007 through June 30, 2008, and shall
automatically renew itself from year-to-year thereafter, unless the
Company provides to the Executive written notice of the
Company’s intent to amend the Company’s severance
policy with respect to its senior executives and to apply the
amended policy to the Executive. In the event the Company provides
such notice to the Executive, this Agreement shall expire by its
terms at the end of the full term year that begins on the next
July 1 following the date such notice is received by the
Executive. |
| 3. |
Death or Disability . The Executive’s employment
shall terminate (without severance) automatically upon the death of
the Executive. The Company shall have the right to terminate the
Executive’s employment without payment of severance on thirty
(30) days written notice in the event of the Executive’s
Disability. For purposes of this Agreement,
“Disability” shall mean (i) if the Executive is
subject to a legal decree of incompetency |
Page 1
| |
(the date of such decree
being deemed the date on which such disability occurred),
(ii) the written determination by a physician selected by the
Company that, because of a medically determinable disease, injury
or other physical or mental disability, the Executive is unable
substantially to perform all of the services required of his
position with the Company, and that such disability has lasted for
the immediately preceding ninety (90) days and is, as of the
date of determination, reasonably expected to last an additional
ninety (90) days or longer after the date of determination, in
each case based upon medically available reliable information, or
(iii) Executive’s qualifying for benefits under the
Company’s long-term disability coverage, if any. The
Company’s right to terminate the Executive’s employment
without payment of severance under this Paragraph shall not limit
or reduce in anyway the Executive’s right to receive benefits
under any disability insurance or plan maintained by the Company
for the benefit of the Executive.
|
| 4. |
Voluntary Separation (Other Than For Good Reason) . The
Executive shall have the right to terminate his employment with the
Company on thirty (30) days written notice to the Company at
any time on written notice to the Company indicating the
Executive’s desire to retire or to resign from the
Company’s employment. |
| 5. |
Termination For Cause . |
| |
(a) |
The Board of Directors of the Company may terminate this
Agreement for “Cause.” For the purposes of this
Agreement “Cause” shall be defined as: |
| |
(i) |
Gross negligence, willful misconduct or willful malfeasance by
the Executive in connection with the performance of any material
duty for the Company; |
| |
(ii) |
The Executive’s continued failure, after being provided
notice specifying the nature of such failure, to comply with a
direction of the President and Chief Executive Officer or the Board
with respect to an act, omission or failure to act on the part of
the Executive; |
| |
(iii) |
A breach of the Executive’s fiduciary obligations to the
Company; |
| |
(iv) |
A violation by the Executive of any legal requirement or
obligation relating to the Company that the Board of Directors,
acting in good faith, reasonably determines is likely to have a
material adverse impact on the Company (unless the Executive had a
reasonable good faith belief that the act, omission or failure to
act in question was not a violation of such legal requirement or
obligation); |
| |
(v) |
The Executive’s indictment for, conviction of, or plea of
guilty or nolo contendere to a felony involving theft,
embezzlement, fraud, dishonesty, or any similar
offense; |
| |
(vi) |
Theft, embezzlement or fraud by the Executive in connection
with the performance of his duties for the Company; |
Page 2
| |
(vii) |
A material failure to comply with any lawful direction of the
Executive Chairman, Chief Executive Officer or Board of Directors
of the Company; |
| |
(viii) |
A breach of any material obligation imposed on the Executive by
this Agreement or the Employee Agreement dated September 8,
2005; |
| |
(ix) |
A material violation of the Company’s Code of Ethics and
Business Conduct Standard or any other published Company
policy; |
| |
(x) |
Any act, omission or failure to act on the part of the
Executive (including an act, omission or failure to act prior to
the commencement of the Executive’s employment with the
Company) that results in the inability of the Executive to secure
or maintain security clearances necessary or appropriate to
Executive’s position with the Company and the conduct of the
Company’s business; and |
| |
(xi) |
The misappropriation of any material business
opportunity. |
“Cause” shall be
based only on material matters and not on matters of minor
importance.
| |
(b) |
The Executive may be terminated for Cause only in accordance
with a resolution duly adopted by an absolute majority of the
entire number of the non-management directors of the Company
finding that, in the good faith opinion of the Board of Directors,
the Executive engaged in conduct justifying a termination for Cause
as that term is defined above and specifying the particulars of the
conduct motivating the Board’s decision to terminate the
Executive for Cause. Such resolution may be adopted by the Board
only after the Board has provided to the Executive (i) advance
written notice of a meeting of the Board called for the purpose of
determining Cause for termination of the Executive, (ii) a
statement setting forth the alleged grounds for termination, and
(iii) an opportunity for the Executive, and, if the Executive
so desires, the Executive’s counsel to be heard before the
Board. Prior to such meeting of the Board, the Executive shall be
given a reasonable opportunity to cure any act or omission which
the Board, in its reasonable judgment, determines is susceptible of
cure. The action required to cure the act or omission, and the time
period in which cure must be effected, shall be communicated to the
Executive in writing. |
| 6. |
Termination Payment (Not In Connection With A Change In
Control) . If, prior to, or more than twelve (12) months
following a Change in Control Date (as defined in Paragraph 7
below), the Executive’s employment is terminated by the
Company for any reason other than those set forth in
Paragraphs 3, 4 or 5 above, or the Executive resigns for
“Good Reason” (as defined in Paragraph 7 below) within
six (6) months following the initial existence of such Good
Reason, then the following provisions shall apply: |
| |
(a) |
The Company shall pay to the Executive an amount equal to
twelve (12) months of the Executive’s “Current
Base Salary.” For this purpose, the Executive’s
“Current Base Salary” shall be deemed to be the amount
of base salary being paid to the Executive at the time of
termination. |
Page 3
| |
(b) |
The Executive shall continue to participate in, and be covered
under, the Company’s health care coverage for a period of six
(6) months following the Executive’s termination of
employment (the “Medical Benefits Continuation Period”)
on the same basis as other senior executives of the Company.
Notwithstanding the foregoing, if the Executive accepts
post-employment with another entity that provides health care
coverage during the Medical Benefits Continuation Period, the
Company shall not provide the Executive with health care coverage
under this Paragraph (but the Executive shall retain any rights to
continuation coverage that he may have under applicable law). For
purposes of the Executive’s continuation coverage rights
under Section 601 et. seq. of the Employee Retirement Income
Security Act, Section 4980B of the Internal Revenue Code of
1986, as amended (the “Code”), or any similar state or
local law, the continuation period shall be deemed to have
commenced as of the beginning of the period for which the Company
has agreed to continue benefits following the Executive’s
termination of employment. To the extent that the coverage provided
to the Executive is taxable for federal income tax purposes, then
the Executive shall pay the full cost of coverage during the
Medical Benefits Continuation Period and the Company shall pay the
Executive an amount equal to (i) the cost of such coverage,
less any amount that would have been payable by the Executive if he
were actively employed by the Company, plus (ii) an additional
amount designed to cover all estimated applicable local, state and
federal income and payroll taxes imposed on the Executive with
respect to such additional payment. |
| |
(c) |
Before the Executive may resign for Good Reason, the Executive
must provide the Company at least thirty (30) days’
prior written notice of his intent to resign for Good Reason and
specify in reasonable detail the Good Reason upon which such
resignation is based. The Company shall have a reasonable
opportunity to cure any such Good Reason (that is susceptible of
cure) within thirty (30) days after the Company’s
receipt of such notice. The Executive’s delay in providing
such notice shall not be deemed to be a waiver of any such Good
Reason, nor does the failure to resign for one Good Reason prevent
any later Good Reason resignation for a similar or different
reason. |
| 7. |
Termination Payment (In Connection With A Change In
Control) . |
| |
(a) |
For purposes of this Agreement: |
| |
(i) |
A “Change of Control” occurs whenever there is a
change in control of the Company within the meaning of the CACI
International, Inc 2006 Stock Incentive Plan. |
Page 4
| |
(i) |
The “Change of Control Date” shall be the date on
which a Change of Control event is legally consummated and legally
binding upon the parties. |
| |
(ii) |
Prior to a Change in Control Date, “Good Reason”
for the Executive’s resignation shall mean the occurrence of
any of the following circumstances without the Executive’s
prior written consent: |
| |
(1) |
A material reduction in the Executive’s total
compensation and benefit opportunity (other than a reduction made
by the Board, acting in good faith, based upon the performance of
the Executive, or to align the compensation and benefits of the
Executive with that of comparable executives, based on market
data); or |
| |
(2) |
A substantial adverse alteration in the conditions of the
Executive’s employment. |
| |
(iii) |
Following a Change in Control Date, “Good Reason”
for the Executive’s resignation shall also include the
occurrence of any of the following circumstances without the
Executive’s prior written consent: |
| |
(1) |
A substantial adverse alteration in the nature or status of the
Executive’s position or responsibilities from those in effect
on the day before the Change in Control Date; or |
| |
(2) |
A change in the geographic location of the Executive’s
job more than fifty (50) miles from the place at which such
job was based on the day before the Change in Control
Date. |
| |
(b) |
If, within twelve (12) months of the Change in Control
Date, the Executive resigns for Good Reason, or the
Executive’s employment is terminated for any reason other
than the reasons set forth in Paragraphs 3, 4 or 5 above, then the
Company shall pay to the Executive the following
amounts: |
| |
(i) |
An amount equal to twenty-four (24) months of the
Executive’s Current Base Salary (as defined in Paragraph 6
above). |
| |
(ii) |
A prorated
portion of the cash incentive (including, for this purpose, the
annual component and any partial quarterly component) otherwise
payable to the Executive for the fiscal year of termination under
the annual incentive or bonus plan maintained by the Company for
its senior executives (the “Annual Incentive Plan”) (or
any replacement bonus or incentive arrangement covering the
Executive). Such amount shall be determined based on Company
performance consistent with the cash
|
Page 5
| |
incentive paid under the
Annual Incentive Plan to comparable active executives in good
standing who meet expectations and remained on the payroll and
eligible for a bonus. The amount payable shall be determined by
multiplying the cash incentive that the Executive would have
received had his employment not terminated, by a fraction, the
numerator of which is the number of months in the fiscal year (in
the case of the annual component) or fiscal quarter (in the case of
the quarterly component) during which Executive was employed
(including the month in which the termination occurs) and the
denominator of which is twelve (in the case of the annual
component) or three (in the case of the quarterly
component).
|
| |
(iii) |
A cash lump sum amount equal to one-and-one-half
(1.5) times the average cash incentive (including, for this
purpose, any quarterly and annual components) actually paid to the
Executive under the Annual Incentive Plan for the five
(5) fiscal years immediately preceding the year of
termination. |
| |
(c) |
In addition, the Executive shall continue to participate in,
and be covered under, the Company’s health care coverage in
accordance with (and subject to the limitations imposed by)
Paragraph 6(b). |
| |
(d) |
The ability of the Executive to resign for Good Reason shall be
subject to the notice and opportunity to cure provisions contained
in Paragraph 6(c). |
| |
(a) |
If it shall be determined that in connection with a Change in
Control, any payment, vesting, distribution, or transfer by the
Company or any successor, or any affiliate of the foregoing or by
any other person, or any other event occurring with respect to the
Executive and the Company for the Executive’s benefit,
whether paid or payable or distributed or distributable under the
terms of this Agreement or otherwise (including under any employee
benefit plan) (a “Parachute Payment”) would be subject
to or result in the imposition of the excise tax imposed by
Section 4999 of the Code (and any regulations issued
thereunder, any successor provision, and any similar provision of
state or local income tax law) (collectively, an
“Exc |
|
