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Exhibit 10.3
SEVERANCE COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 18 th day of December, 2006, between
CACI International Inc, a Delaware corporation headquartered at
1100 North Glebe Road, Arlington, Virginia (the "Company"), and
Williams M. Fairl (the "Executive") residing at 95884 Iron Stone
Court, Centreville, VA 20120. 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 September 12, 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 l 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 Company as defined below in Paragraph 13, Executive resigns for
"Good Reason" as defined in this Paragraph or the Executive’s
employment is terminated within one (1) year of the "Change of
Control Disposition Date" as defined in Paragraph 13 for any reason
other than the reasons set forth in Paragraphs 3, 4 or 5 above,
then the Company shall pay to the Executive an amount equal to two
(2) times the amount that the Company would have been required
to pay the Executive under Paragraph 6 above if the
Executive’s employment had been terminated in the absence of
a Change of Control Disposition. "Good reason" for the
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Executive’s resignation shall mean the
occurrence of any of the following circumstances without the
Executive’s prior written consent:
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(a)
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A reduction in the Executive’s base salary
as it existed on the day before the Change of Control Disposition
Date;
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(b)
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A reduction in the benefits and/or incentive
compensation payable to the Executive from the level applicable to
the Executive on the day before the Change of Control Disposition
Date unless such reduction is accomplished as part of a change in
benefits and/or incentive compensation plans applicable to all
officers of the Company;
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