Exhibit 10.2
SEVERANCE COMPENSATION
AGREEMENT
THIS AGREEMENT is
made as of the 13 th
day of
December, 2006, between CACI International Inc, a Delaware
corporation headquartered at 1100 North Glebe Road, Arlington,
Virginia, and Paul M. Cofoni (the “Executive”) residing
at 7761 Indersham Drive, Falls Church, VA 22042. 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. 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 term of
this Agreement shall be for the period from August 15, 2005
through June 30, 2006, 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
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 July 1 following
the date such notice is received by the Executive.
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3.
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This agreement incorporates by
reference the Employment Agreement between the Executive and the
Company, a copy of which is attached hereto. In the event of
an
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inconsistency between the Employment
Agreement and this Severance Compensation Agreement, this Severance
Compensation Agreement shall prevail.
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4.
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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 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 anyway 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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5.
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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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6.
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Except as
provided in Paragraph 4 and 5, the Executive’s employment
with the Company maybe 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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7.
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Except in connection with a
Change of Control Disposition as defined in Paragraph 14, if the
Executive’s employment with the Company is terminated on or
before August 15, 2007 for any reason other than those set
forth in Paragraphs 4, 5 or 6 above, then the Company shall pay to
the Executive an amount equal to one (1) year his current
salary and one (1) year CACI executive health care subject to
the terms and conditions of the then current Company health care
plan provided to Executive Officer of the Company. Notwithstanding
the foregoing, if the Executive accepts post-employment with
another entity that provides healthcare, during the one
(1) year period, the Company shall not provide the Executive
with health care coverage. Except in connection with
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a Change of Control Disposition as
defined in Paragraph 14, if the Executive’s employment with
the Company is terminated after August 15, 2007 for any reason
other than those set forth in Paragraphs 4, 5 and 6 above, than the
Company shall pay to the Executive an amount equal to two
(2) years of the Executive’s then base
salary.
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8.
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If, following a
Change of Control Disposition of the Company as defined below in
Paragraph 14, Executive resigns for “Good Reason” as
defined in this Paragraph or the Executive’s employment is
terminated voluntari
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