Exhibit 10.17
Dated As Of
March 31, 2009
Mr. Barry S.
Landew
7115 Wolf Den Rd
Fairfax Station, VA 22039
Dear Barry:
This letter sets forth our agreement
with respect to the terms and conditions of your separation from
employment with SRA International, Inc. (including for purposes of
this letter, its subsidiary, Systems Research and Applications
Corporation, the “Company”).
1. Separation . You will
separate from employment with the Company as of May 15, 2009
(your “Separation Date”).
2. Payments and Benefits Upon
Separation . Subject to paragraph 5(b) of this letter, you will
be entitled to the payments and benefits set forth in this
paragraph 2, in full satisfaction of all of the Company’s
obligations to you in connection with your separation and
termination of employment with the Company.
(a) Not later than the later of
twenty (20) days after your Separation Date and five
(5) days after the Effective Date, the Company will pay to you
a lump sum amount equal to the sum of the following:
(i) an amount equal to $101,919,
representing any then unpaid portion of the bonuses that you have
earned under the Company’s annual cash incentive plan
(“Cash Incentive Plan”) for the Company’s fiscal
years ending June 30, 2007 and 2008;
(ii) a cash amount equal to
$46,557.75, representing the value of your accrued and unused
annual leave and pre-1984 sick leave as of your Separation
Date;
(iii) $253,000; and
(iv) $28,195.21, representing the
estimated cost (as agreed upon by the parties hereto and based on
your current level of coverage and current insurance rates) of
COBRA premiums for a period of 18 months.
(b) You will receive a bonus for the
Company’s fiscal year ending June 30, 2009 in accordance
with the Cash Incentive Plan. Your target bonus amount on an annual
basis is $384,000. Any actual bonus will be in an amount determined
consistent with terms of the Cash Incentive Plan and using the
Company’s actual performance score for such fiscal year
as
determined in the sole discretion of the SRA
Compensation Committee and an individual performance score of 0.5,
and will be a pro rata amount for the actual months of your
employment during the 2009 fiscal year until the Separation Date.
This bonus will be paid as a lump sum (and without the usual
company 30% holdback) at the same time that other employees of the
Company who are entitled to a bonus under the Cash Incentive Plan
receive the first installment of such bonus (but, in your case, in
no event later than December 31, 2009). You shall accrue no
rights in any bonus under the Cash Incentive Plan, which at all
times shall be in the sole discretion of the Company, and there
shall be no minimum or guaranteed bonus.
(c) You will not be entitled to
receive Option or Restricted Stock awards for the Company’s
fiscal year ending June 30, 2009 except as the Chief Executive
Officer of the Company may otherwise determine in his sole
discretion (and in any such case, in no event shall such awards
occur later than December 31, 2009). You shall accrue no
rights to receive any such Option or Restricted Stock awards, which
at all times shall be in the sole discretion of the Company, and
there shall be no minimum or guaranteed awards.
(d) For purposes of the Nonstatutory
Stock Option Agreements evidencing your Options and the Restricted
Stock Agreements evidencing your Shares, your separation from
service with the Company on the Separation Date will constitute a
separation from service by reason of retirement, and your Options
to the extent vested and outstanding as of your Separation Date
shall remain exercisable to the extent provided under the
provisions of such agreements (but without any further vesting for
any reason, you agreeing hereby to waive all rights hereby with
respect to any such further vesting for any reason). All unvested
Options and Shares shall terminate upon the Separation Date, and
you will have no further rights thereto (not withstanding any
provisions in the Nonstatutory Stock Option Agreements or
Restricted Stock Agreements to the contrary, you hereby agreeing
unconditionally to waive and disclaim any remaining rights with
respect thereto).
(e) At your election, you may
convert your coverage under the Company’s group life
insurance plan into an individual term policy following your
Separation Date in accordance with the insurer’s rules and
procedures.
(f) Following your Separation Date,
you will be entitled to elect COBRA continuation coverage on the
same basis as other terminating employees.
3. Other Terms and Conditions
. On and after the Separation Date, you will cease to be covered by
any of the Company’s employee benefit and incentive
compensation plans, except to the extent provided in paragraphs
2(e) and 2(f) above. Any unvested Options and Restricted Stock that
you hold on your Separation Date will be subject to the vesting,
exercise and forfeiture provisions of the Nonstatutory Stock Option
Agreements evidencing your Options and the Restricted Stock
Agreements evidencing your Restricted Stock.
4. Exclusivity of Payments .
You acknowledge and agree that this letter sets forth the
Company’s sole obligations on account of your separation and
termination with the Company and, except as may be required by law,
neither you nor any other person is entitled to any other payment
or benefit of any kind whatsoever from, or in respect of, the
Company, any of its
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subsidiaries or affiliates, or any of the
Company’s, or any of its subsidiaries’ or
affiliates’, employee benefit or compensation plans,
programs, policies or arrangements of any kind in connection with
your employment with, and separation from, the Company and its
subsidiaries and affiliates.
5. Release of Claims
.
(a) By executing this letter, you
hereby irrevocably and unconditionally release, acquit, and forever
discharge the Company and each of its predecessors, successors,
assigns, agents, directors, trustees, officers, employees,
representatives, attorneys, divisions, subsidiaries (including,
without limitation, Systems Research and Applications Corporation),
and affiliates (and agents, directors, officers, employees,
representatives, and attorneys of such parent companies, divisions,
subsidiaries, and affiliates), (hereinafter “Released
Parties”) from any and all claims, rights, demands, actions,
liabilities, obligations, causes of action of any and all kinds,
nature and character whatsoever, known or unknown, arising at any
time before the date that you sign this letter, whether based on:
any employee welfare benefit or pension plan governed by the
Employee Retirement Income Security Act (“ERISA”), as
amended; the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act of 1967 (“ADEA”), as
amended; the Older Worker Benefit Protection Act, as amended; the
Americans With Disabilities Act (“ADA”), as amended;
the Fair Labor Standards Act, as amended; any other comparable
federal, state, or local laws regarding employment discrimination;
any negligent or intentional tort; any contract (implied, oral, or
written); or any other theory of recovery under federal, state, or
local law, and whether for compensatory or punitive damages, or
other equitable relief, including, but not limited to, any and all
claims which you may now have or may have had, arising from or in
any way whatsoever connected with your prior employment or contacts
with the Company or the Released Parties whatsoever. The foregoing
is not intended to waive any rights you may have as a past officer
or employee of SRA against insurance carriers under
Directors’ and Officers’ Liability insurance that SRA,
in its discretion, may obtain from time to time. You specifically
agree that this paragraph 5 extends to claims which you do not know
or suspect to exist in your favor and which, if you did know to
exist, would have materially affected the provisions of this
letter. You will not cause or encourage any future legal
proceedings to be maintained or instituted against any of the
Released Parties, and will not participate in any manner in any
legal proceedings against any of the Released Parties, with respect
to any claims released under this paragraph 5, except as required
by law. You agree that you will not accept any remedy or recovery
arising from any charge filed or proceedings or investigation
conducted by the EEOC or by any state or local human rights or
employment rights enforcement agency relating to any of the matters
released herein. You further represent that as of the date that you
sign this letter, you are not suffering from a work-related injury
and that you have not failed to report a work-related injury to the
Company.
(b) Notwithstanding anything to the
contrary herein, you agree that, as a condition to your entitlement
to any payment or benefit under paragraph 2 hereof, the following
requirements must be satisfied: (i) within five days after
your Separation Date, you deliver to the Company a signed copy of
the release attached hereto as Attachment A
(“Release”), and (ii) you do not revoke such
Release prior to the expiration of the revocation period specified
therein.
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6. Nondisclosure of Company
Information .
(a) For purposes of this letter,
“Proprietary Information” means any and all
confidential or proprietary information or trade secrets of the
Company (and including for purposes of this paragraph 6, its
subsidiaries and affiliates), including, but not limited to, third
party information provided to the Company on a confidential basis,
and any confidential or proprietary information of the Company
pertaining to:
(i) product and services sales or
marketing information such as technical, management, or cost
proposals; bid or proposal information and strategies; capture
plans; indirect cost structure rates; product or services plans,
specifications, and associated software; price lists; current or
potential client information including names, addresses,
identifying information, special needs, purchasing practices,
relationship history, contracts and sales agreements; and
competitive analyses including future market and product
direction;
(ii) corporate information such as
strategic business plans; operating and financial plans; business
plans; financial reports; cost accounting reports; indirect
budgets, proposal budgets; DCAA budget submissions; contract
analysis summaries; revenue recognition reports; telephone lists;
other employees’ salaries data; administrative policies and
procedures; employee rosters; organization charts; and all company
policies and procedures;
(iii) technical information
including software code and documentation; data mining algorithms
and techniques; patterns, thresholds and values; and all forms of
research and development, including but not limited to information
related to abandoned or failed technologies or products;
and
(iv) all information which is not
generally known to the public or within the industry or trade in
which the Company competes and that gives the Company any advantage
over its competitors, and all physical embodiments of that
information in any tangible form, whether written or
machine-readable in nature.
Notwithstanding the foregoing,
Proprietary Information does not include information which you can
show (A) is or becomes
