AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 10, 2007 among STANLEY, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and M&T BANK and BRANCH BANKING & TRUST...Revolving Credit and Term Loan Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2007, by and among STANLEY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
Stanley, Inc. Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 3rd, 2006 • Stanley, Inc. • Services-engineering services • New York
Stanley, Inc., a corporation organized under the laws of the state of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (each, an “Underwriter”, and collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, shares of common stock, $0.01 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (each, a “Selling Stockholder”, and collectively, the “Selling Stockholders”) propose to sell to the several Underwriters shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders, collectively being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Secur
STANLEY, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTNoncompetition Agreement • August 5th, 2008 • Stanley, Inc. • Services-engineering services • Virginia
This CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into on June 26, 2008, by and between Stanley, Inc. (the “Company”), a Delaware corporation, and Philip O. Nolan (the “Executive”).
ContractStockholders Agreement • May 7th, 2010 • Stanley, Inc. • Services-computer integrated systems design • Delaware
STOCKHOLDERS AGREEMENT, dated May 6, 2010 (this “Agreement”), by and among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), and CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), on the one hand, and Philip O. Nolan, William E. Karlson, George H. Wilson, Gregory M. Denkler, Brian J. Clark, Scott D. Chaplin and James H. Brabston (collectively, the “Stockholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENTOption Award Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase shares (the “Award”) of the Company’s Common Stock, $0.01 par value (“Share”), at an exercise price of $ per Share (the “Exercise Price”), the closing market price per Share (as reported by the New York Stock Exchange) on the date hereof, that are subject to the terms and conditions specified herein (“Options”) and that are granted to you under the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”). The Options are intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended). Therefore, you are required to satisfy the holding period requirements that apply with respect to the Shares issuable upon exercise of the Options in order to be eligible for the beneficial tax treatment afforded such a grant. To the extent the requisite holding period requirements are not satisfied, or a
AGREEMENT AND PLAN OF MERGER Among CGI GROUP INC., CGI FEDERAL INC., CGI FAIRFAX CORPORATION and STANLEY, INC. Dated as of May 6, 2010Agreement and Plan of Merger • May 7th, 2010 • Stanley, Inc. • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 6, 2010, among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), CGI FAIRFAX CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of U.S. Parent (“Merger Sub”), and STANLEY, INC., a Delaware corporation (the “Company”).
FORM OF RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services • Delaware
This Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of shares (the “Award”) of the Company’s Common Stock, $0.01 par value, that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to you under the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”).
FIRST AMENDMENT TO THE STANLEY, INC.Stanley, Inc. • May 28th, 2008 • Services-engineering services
Pursuant to the powers reserved by the Board of Directors of Stanley, Inc. under this Section 7(a) of the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan, (the “2006 Plan”), the 2006 Plan is hereby amended as follows, effective as of the date hereof:
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTAnd Term Loan Agreement • May 21st, 2009 • Stanley, Inc. • Services-engineering services • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is made this 27th day of March, 2009, by and among STANLEY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), and as issuing bank (the “Issuing Bank”), and STANLEY ASSOCIATES, INC., a District of Columbia corporation (“Stanley Associates”), MORGAN RESEARCH CORPORATION, an Alabama corporation (“Morgan”), OKLAHOMA ACQUISITION CORP., a Delaware corporation (“OAC”), TECHRIZON, LLC, an Oklahoma limited liability company (“Techrizon”), and OBERON ASSOCIATES, INC., a Virginia corporation (“Oberon,” and together with Stanley Associates, Morgan, OAC and Techrizon, collectively, the “Subsidiary Loan Parties,” and together with the Borrower, collectively, the “Loan Parties,” and individually, a “Loan
SECURITY AGREEMENTSecurity Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 16, 2006, among STANLEY, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower signatory hereto and each other subsidiary of the Borrower hereafter a party hereto (Borrower, each Subsidiary of the Borrower a party hereto and each other Subsidiary hereafter becoming a party hereto shall be collectively known as the “Grantors”, and individually as a “Grantor”), in favor of SUNTRUST BANK, a Georgia banking corporation, as the Administrative Agent (the “Administrative Agent”), on its behalf and on behalf of the other banks and lending institutions (the “Lenders”) from time to time party to the Revolving Credit and Term Loan Agreement, dated as of the date hereof, by and among the Borrower, the Lenders, the Administrative Agent, and SunTrust Bank, as Issuing Bank and as Swingline Lender (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
AMENDMENT NO. 3 TO STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996Stockholders’ Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • Delaware
THIS AMENDMENT NO. 3 TO STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996 (this “Amendment No. 3”) is made and entered into as of the 1st day of October, 2002, between (i) STANLEY ASSOCIATES, INC., a District of Columbia corporation (“Stanley”), (ii) STANLEY, INC., a Delaware corporation (“Holding”) and (iii) the undersigned Stockholder of Stanley.
STANLEY ASSOCIATES, INC. STOCKHOLDERS’ AGREEMENT of AUGUST 27, 1996 As amended, OCTOBER 1, 2000Stockholders’ Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • District of Columbia
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into this day of , 2000 by and between (i) STANLEY ASSOCIATES, INC., a District of Columbia corporation (the “Corporation”), and (ii) , a stockholder of the Company (the “Stockholder”).
AMENDMENT NO. 4 TO STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996Stockholders’ Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • Delaware
THIS AMENDMENT NO. 4 TO STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996 (this “Amendment No. 4”) is made and entered into as of the first day of March, 2003, between (i) STANLEY, INC., a Delaware corporation (the “Corporation”), and (ii) the undersigned Stockholder of the Corporation and (iii) the other Stockholders of the Corporation.
STANLEY, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 21st, 2009 • Stanley, Inc. • Services-engineering services • Virginia
This CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into on June 26, 2008, by and between Stanley, Inc. (the “Company”), a Delaware corporation, and Eric A. Wolking (the “Executive”).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • New York
SUBSIDIARY GUARANTY AGREEMENT dated as of February 16, 2006, among each of the Subsidiaries listed on Schedule I hereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of STANLEY, INC, a Delaware corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 26th, 2006 • Stanley, Inc. • Services-engineering services • Virginia
This Severance and Change in Control Agreement (“Agreement”) is entered into by and between Brian John Clark (“Clark” or “Employee”) and Stanley Associates, Inc. (“Stanley” or “the Company”), including any/all affiliate or successor companies.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG OKLAHOMA ACQUISITION CORP., THE MEMBERS OF TECHRIZON, LLC, AND THE SELLERS’ REPRESENTATIVE Dated as of April 1, 2007Membership Interest Purchase Agreement • April 2nd, 2007 • Stanley, Inc. • Services-engineering services • Virginia
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of April 1, 2007 (the “Closing Date”), by and among Oklahoma Acquisition Corp., a Delaware corporation (the “Purchaser”), the members of Techrizon, LLC, an Oklahoma limited liability company (the “Company”), listed on the signature pages hereof (each, a “Seller” and collectively, the “Sellers”) and Bill W. Burgess, Jr., David S. Aldrich, and Thomas J. Ferrara, as the exclusive agents of the Sellers in accordance with Section 7.15 hereof (the “Sellers’ Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 1.
AGREEMENT AND PLAN OF MERGER BY AND AMONG STANLEY, INC., OMAHA ACQUISITION CORPORATION, OBERON ASSOCIATES, INC. AND THE SIGNIFICANT SHAREHOLDERS June 10, 2008Agreement and Plan of Merger • June 10th, 2008 • Stanley, Inc. • Services-engineering services • Virginia
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 10, 2008 by and among Stanley, Inc., a Delaware corporation (“Parent”), Omaha Acquisition Corporation, a Virginia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Oberon Associates, Inc., a Virginia corporation (“Company”), and certain shareholders of the Company identified on the signature pages of this Agreement under the heading “Significant Shareholders” (collectively, the “Significant Shareholders”).
AMENDMENT NO. 2 TO STANLEY ASSOCIATES, INC. STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996Stanley, Inc. • June 26th, 2006 • Services-engineering services • District of Columbia
THIS AMENDMENT NO. 2 STANLEY ASSOCIATES, INC. STOCKHOLDERS’ AGREEMENT OF AUGUST 27, 1996 (this “Amendment”) is made and entered into as of the 30th day of September, 2001, between (i) STANLEY ASSOCIATES, INC., a District of Columbia corporation (the “Corporation”), and (ii) the undersigned Stockholder of the Corporation and (iii) the other Stockholders of the Corporation.
STANLEY ASSOCIATES, INC. EXECUTIVE DEFERRED COMPENSATION AND EQUITY INCENTIVE PLAN TRUSTCompensation and Equity Incentive Plan Trust • July 28th, 2006 • Stanley, Inc. • Services-engineering services • Virginia
WHEREAS, Company has adopted the Stanley Associates, Inc. Executive Deferred Compensation and Equity Incentive Plan (the “Plan”);
AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTAnd Term Loan Agreement • August 5th, 2008 • Stanley, Inc. • Services-engineering services • New York
THIS AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is made this 4th day of August, 2008, by and among STANLEY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), and as issuing bank (the “Issuing Bank”), and STANLEY ASSOCIATES, INC., a District of Columbia corporation (“Stanley Associates”), MORGAN RESEARCH CORPORATION, an Alabama corporation (“Morgan”), OKLAHOMA ACQUISITION CORP., a Delaware corporation (“OAC”), TECHRIZON, LLC, an Oklahoma limited liability company (“Techrizon”), and OBERON ASSOCIATES, INC., a Virginia corporation (“Oberon,” and together with Stanley Associates, Morgan, OAC and Techrizon, collectively, the “Subsidiary Loan Parties,” and together with the Borrower, collectively, the “Loan Parties,” and individually, a “Loan Party”)
