Consulting and Separation Agreement - CACI International Inc. and Ronald R. Ross
CONSULTING AND SEPARATION AGREEMENT
This Consulting and Separation Agreement (Agreement) is entered into this 10th day of August, 1999, by and between CACI International Inc, a Delaware Corporation having its principal place of business at 1100 North Glebe Road, Arlington, Virginia (CACI), and Ronald R. Ross, an individual residing at 11391 Highbrook Court, Sterling, Virginia (Ross).
WHEREAS, Ross has been employed as President and Chief Operating Officer of CACI since October, 1997;
WHEREAS, Ross was notified by the Board of Directors of CACI that, pursuant to its resolution dated June 17, 1999, Ross would not be considered for the position of Chief Executive Officer either now or in the future;
WHEREAS, Ross has notified CACI that he intends to resign from his positions with CACI and its subsidiaries and affiliated companies in order to pursue other business opportunities;
WHEREAS, because of his experience with CACI, CACI desires to make arrangements pursuant to which Ross will be available to provide consulting services to CACI and undertake certain commitments, promises and obligations to CACI for a period following termination of his active employment with CACI; and
WHEREAS, both CACI and Ross desire to memorialize the terms and conditions of Ross' separation from CACI in a single document;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CACI and Ross agree as follows:
1. Termination of Active Employment. Ross resigns his position as President and Chief Operating Officer of CACI effective August 11, 1999. The period of Ross' active employment with CACI shall end not later than October 2, 1999. The parties agree that Ross' official termination date (Termination Date) shall be: (a) the date Ross begins active employment with a company or entity other than CACI; (b) the date CACI determines and advises Ross in writing that Ross has willfully and intentionally failed to comply in good faith with a material term of this Agreement; or (c) October 2, 1999, whichever is earlier. Until such Termination Date, Ross shall retain his status as an active CACI employee, shall be entitled to compensation, benefits and prerequisite attendant to his position and shall continue to take direction from the Chief Executive Officer on work to be performed and related business travel (all to be accomplished in a responsive, professional and business-like manner).
2. Consulting Services. For a period of twelve (12) months after his Termination Date, Ross agrees to make himself available to CACI to provide consulting services on an as-needed basis for up to forty-eight (48) hours per month (the Consulting Period) as reasonably requested by CACI so as not to preclude Ross' full-time employment In return, beginning on the first day of the month which begins next following the Termination Date and continuing on the first day of each succeeding month, CACI agrees to pay Ross the sum of Twenty Thousand, Eight Hundred Thirty-Three Dollars and Thirty-Three cents ($20,833.33) per month subject to any withholding that may apply to such payments for such twelve (12) month period, regardless of whether or not Ross is actually called upon to provide consulting services during any month of the Consulting Period. The parties agree that Ross shall be entitled to no compensation or benefits from CACI during the Consulting Period other than the payments described in this Paragraph and the insurance coverages described in Paragraph 5.
3. Incentive Compensation. CACI shall pay to Ross all incentive compensation amounts earned previously pursuant to any and all Fiscal Year 1999 incentive compensation plans applicable to Ross in the ordinary cause of business in accordance with CACI's normal schedule for making such payments. If for any reason Ross has not been paid all such amounts as of the Termination Date, CACI shall pay Ross any such amounts remaining unpaid within thirty (30) days. It is expressly understood that Ross shall be ineligible for any incentive compensation in or pertaining to Fiscal Year 2000.
4. Stock Options. All matters regarding vesting, exercises or other aspects of stock options shall be governed by the terms of the Stock Option Agreements previously entered into between CACI and Ross. In the event that Ross shall be the owner of any shares of CACI Common Stock on the record date established by CACI's Board of Directors for determination of shareholders entitled to notice of and to vote at CACI's 1999 Annual Meeting of Stockholders, Ross agrees to provide CACI with a signed management proxy card entitling the persons named thereon as proxies to vote any and all such shares as they see fit with respect to any and all business that may properly come before such Annual Meeting or any adjournments thereof.
5. Insurance. All insurances provided to Ross as part of the fringe benefit package applicable to him during the period of his active CACI employment (including, but limited to, life, medical, dental, and disability insurance) shall continue to be provided to Ross during the Consulting Period at the same cost as that which applied during the period of his active CACI employment, provided however, that all such insurance coverages shall cease, or if applicable, at Ross' option be continued pursuant to the provisions of the Consolidated Budget Reconciliation Act of 1985 (COBRA), at the time Ross begins employment with any company or entity other than CACI.
6. Retirement Plans. Following the Termination Date, Ross may elect to receive the vested balances in his CACI 401(k) $MART Plan and CACI Executive Retirement Plan accounts, or he may remain a participant in such plans. Ross will provide CACI with instructions regarding the disposition of such account balances within ninety (90) days following the Termination Date.
7. Other Fringe Benefits. Within thirty (30) days after the Termination Date, Ross shall be paid any and all benefits due to him pursuant to any CACI fringe benefit program applicable to Ross (including, but not limited to, accrued but unused vacation) as of the Termination Date.
8. Non-Compete.
(a) For a period of one (1) year after the Termination Date, Ross shall not directly or indirectly, individually, or on behalf of any other person, company, or entity, contact any person or entity that: (i) was a CACI client as of the Termination Date; (ii) had been a CACI client within one (1) year of the Termination Date; (iii) was a prospective client that CACI was pursuing as of the Termination Date, for the purpose of selling, marketing, or otherwise providing products or services similar to, related to, or otherwise in competition with, the products or services sold, provided or marketed by CACI to such client or prospective client within one (1) year preceeding the Termination Date;
(b) For a period of one (1) year after the Termination Date, Ross will not directly or indirectly, individually or on behalf of another person, company, or entity, compete with CACI for the award of any contract that in whole or in part succeeds, supersedes, reduces or diminishes CACI's work in connection with any contract performed by the CACI organizations under Ross' supervision at any time during the one (1) year prior
9. Non-Solicitation. For a period of two (2) years after the Termination Date, Ross will not participate directly or indirectly in soliciting for employment any person employed by CACI.
10. Fiduciary Responsibilities. Ross understands that certain fiduciary duties and responsibilities attach to his position as President and Chief Operating Officer of CACI, and that certain aspects of those duties survive termination of his CACI employment. Ross agrees to fully perform his fiduciary duties to CACI both before and after the Termination Date.
11. Confidentiality and Certain Communications.
(a) In perpetuity, CACI and Ross agree to keep the existence and the terms of this Agreement confidential with the following exceptions: (1) where disclosure is required by law; and (2) after obtaining their written agreement to keep the fact of this Agreement and its terms confidential, where disclosure is made to (i) CACI's or Ross' legal counsel or tax advisor; (ii) to such of CACI's directors, officers, and employees who have a need to know such information; or (iii) to Ross' immediate family;
(b) For two (2) years after execution of this Agreement, Ross agrees not to communicate directly or indirectly, orally or in writing, or otherwise, with any director, former director or candidate for election to the CACI Board of Directors regarding CACI, CACI's business, his CACI employment, or the circumstances, terms and conditions of the termination of his CACI employment;
(c) In perpetuity, except as specifically agreed between the General Counsel of CACI and Ross in advance, Ross agrees not to communicate in any manner with any investment fund manager, security analyst, investment banker, securities broker, investment advisor, investor, potential investor, or other similarly situated or titled person involved in the investment community, regarding CACI, his CACI employment, or the circumstances, terms and conditions of the termination of his CACI employment;
(d) In perpetuity, except as specifically agreed between the General Counsel of CACI and Ross in writing, Ross agrees not to directly or indirectly participate in or advise any person, company, group or entity with regard to any of the following efforts: (1) submission of a shareholder proposal for inclusion in CACI's annual proxy statement, or otherwise; (2) nomination and/or election of a candidate or slate of candidates to CACI's Board of Directors; (3) submission of a tender offer or other offer for all or substantially all of CACI's stock or assets; or (4) submission of any item or proposal for consent of the CACI stockholders.
(e) In perpetuity, the parties agrees that they will refrain from making to any person or entity any derogatory or defamatory remarks or any comments whatsoever that might be in any way disparaging to CACI or Ross, or to any of CACI's subsidiary or affiliated companies, or any of the directors, officers, or employees of CACI and its subsidiary and affiliated companies.
12. Trade Secrets and Confidential Information. Ross shall not disclose, publish, or use for any purpose not directly related to the performance of his duties for CACI, or permit anyone else to disclose, publish, or use, any proprietary or confidential information or trade secrets of CACI, its subsidiary or affiliated companies, its clients or business partners at any time during or after the period of his CACI employment. This obligation shall continue so long as such information remains legally protectable as to persons receiving it in a confidential relationship. Ross agrees to return to CACI any and all proprietary CACI material which he possesses on the Termination Date.
13. Disputes and Remedies.
(a) Any controversy or claim arising out of, or related to this Agreement, or its breach, or otherwise arising out of or relating to Ross' CACI employment or the termination of such employment (including without limitation to any claim of discrimination, whether based on race, color, religion, national origin, gender, age, sexual preference, disability, status as a disabled or Vietnam-era veteran, or any other legally protected status, and whether based on federal or state law or otherwise), shall be resolved by arbitration. Such arbitration shall be held in Arlington, Virginia in accordance with the American Arbitration Association's Rules for the Resolution of Employment disputes. Judgement upon award rendered by the Arbitrator shall be binding upon CACI and Ross and may be entered and enforced in any court of competent jurisdiction;
(b) The promises concerning non-competition, non-solicitation of employees, fiduciary duties, treatment of confidential or proprietary material, confidentiality and certain communications and trade secrets and confidential information contained in Paragraphs 8, 9, 10, 11 and 12 of this Agreement, are essential to CACI's willingness to agree to the promises and obligations provided for in this Agreement. If Ross does not keep these obligations or promises, then CACI will not be required to pay Ross any amounts remaining unpaid under this Agreement. In addition, if Ross threatens to, or fails to keep such promises, in addition to any other remedy which may be available, CACI shall be entitled to the issuance of an injunction to prevent such threatened or actual failure to keep promises.
14. Releases.
(a) In consideration of the payments made to Ross pursuant to the terms of this Agreement, Ross for himself, his heirs and legal representatives, releases and forever discharges CACI, its subsidiary and affiliated companies, their predecessors, successors, or assigns, and all of the past, present or future directors, officers, agents and employees of such entities and their predecessors, successors, or assigns, from any and all claims, demands, or causes of action, whether known or unknown, existing at the time of the execution of this Agreement or occurring subsequent thereto, arising out of or related to Ross' employment or to the termination of Ross' employment with CACI; provided however, that this release shall not extend to claims for breach of this Agreement;
(b) In consideration of the promises and obligations undertaken by Ross pursuant to the terms of this Agreement, and of his continued compliance with such promises and obligations CACI agrees to release Ross, his heirs and legal representatives, from any and all claims, demands, or causes of action, whether known or unknown, existing at the time of execution of this Agreement or occurring subsequent thereto, arising out of or related to Ross' employment or to the termination of Ross' employment with CACI; provided however, that this release shall not extend to claims or causes of action that arise out of Ross' unlawful or criminal activities or to claims for breach of this Agreement.
15. Miscellaneous. Except for the provisions of any Stock Option Agreement executed between CACI and Ross, this Agreement contains the entire agreement between CACI and Ross concerning the provision of consulting services by Ross, his CACI employment and his separation from CACI, and any and all prior agreements, arrangements or promises (whether written or oral) concerning such matters are no longer valid. In agreeing to the terms of this Agreement, neither Ross nor CACI is relying on anything that is not contained in this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. This Agreement may be amended only in writing, signed by both parties hereto. If any provision of this Agreement is found to be unlawful or otherwise unenforceable, the remaining provisions of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective the day and year first written above.
| CACI International Inc | Ronald R. Ross |
| By: | /s/ Jeffrey P. Elefante | /s/ | ||
| Signature | ||||
| Title: | Executive Vice President & Secretary | |||
| Date: | August 10, 1999 | Date: | August 10, 1999 |