Exhibit 10.4
SEVERANCE COMPENSATION
AGREEMENT
THIS AGREEMENT is
made as of the 27 th
day of
December, 2006, between CACI International Inc, a Delaware
corporation headquartered at 1100 North Glebe Road, Arlington,
Virginia, and Gregory R. Bradford (the “Executive”)
residing at 2 Hurlingham Road, London SW6 3QY United Kingdom. This
Agreement constitutes an amended and restated understanding of the
parties based on the application of Section 409A of the
Internal Revenue Code and, as such, replaces the Severance
Compensation Agreement between the parties, as previously amended
and restated. The provisions of this restatement are effective as
of January 1, 2005.
W I T N E S S E T H:
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;
WHEREAS, the Board of Directors of
CACI International Inc has adopted a policy governing the
obligations of the Company and its senior executives (known as the
Top Management Team) in the event that the employment of any senior
executive of the Company is terminated (the Senior Executive
Severance Policy); and
WHEREAS, the Company and the
Executive desire to apply the Senior Executive Severance Policy to
the Executive through the mechanism of this Agreement;
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:
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1.
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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.
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2.
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The original term of this
Agreement commenced in 1999 and is automatically renewed each
December 31 st
for an
additional one (1) year term commencing each
January 1 st
, unless
the Company provides to the Executive written notice of the
Company’s intent to amend the Senior Executive Severance
Policy 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 January 1 following the date such
notice is received by the Executive.
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3.
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The Company shall have the right
to terminate the Executive’s employment without payment of
severance as provided below in the event of the Executive’s
death, or on thirty (30) days written notice in the event that
the Executive shall be unable, or shall
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fail, to perform all of the
services required of his position with the Company as a result of
any mental or physical incapacitating disability, to the extent
that such inability or failure to perform required duties shall
exist for any consecutive ninety (90) day period.
“Disability” shall be as determined by the insurance
company providing disability insurance coverage to the Executive at
the Company’s expense. The Company’s right to terminate
the Executive’s employment without payment of severance under
this Paragraph shall not limit or reduce in any way the
Executive’s right to receive benefits under any disability
insurance or plan maintained by the Company for the benefit of the
Executive.
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4.
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The Executive
shall have the right on thirty (30) days written notice to the
Company to terminate his employment with 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;
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5.
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Except as
provided in Paragraph 3 and 4, the Executive’s employment
with the Company may be terminated without payment of severance as
provided below only in the event of a termination for cause as
defined in this Paragraph. For the purposes of this Agreement,
“Cause” shall be defined as gross negligence, willful
misconduct, fraud, willful disregard of the CEO’s direction
or breach of published Company policy. The Executive may be
terminated for Cause only in accordance with a resolution duly
adopted by an absolute majority of the Company’s Board of
Directors 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. Such resolution may be adopted
by the Board of Directors only after the Board has provided to the
Executive (1) advance written notice of a meeting of the Board
called for the purpose of determining Cause for termination of the
Executive, (2) a statement setting forth the alleged grounds
for termination, and (3) an opportunity for the Executive and,
if the Executive so desires, the Executive’s counsel to be
heard before the Board.
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6.
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Except in
connection with a Change of Control Disposition as defined in
Paragraph 13, if the Executive’s employment with the Company
is terminated for any reason other than those set forth in
Paragraphs 3, 4 or 5 above, then the Company shall pay to the
Executive an amount equal to four (4) months of the
Executive’s base salary, plus one (1) month base salary
for each year of service by the Executive with the Company, up to
an aggregate maximum of twelve (12) months salary.
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7.
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If, following a Change of Control
Disposition of the Compa
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