1 EXHIBIT 10.14 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment (the "Second Amendment") dated as of March 21, 2001 amends that certain $120,000,000 Multi-Currency Revolving Credit Agreement dated as of January 9, 1998 among American...Credit Agreement • March 30th, 2001 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
LEASE AGREEMENT BY AND BETWEENLease Agreement • March 31st, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
1 EXHIBIT 10.4 FIRST AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENT This FIRST AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "First Amendment") is made as of June 29, 1997 by and among each of the...Loan Agreement • August 1st, 1997 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
BETWEENTermination Agreement • March 31st, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc.
1 EXHIBIT 10.15 FORM OF CHANGE IN CONTROL EXECUTIVE RETENTION AGREEMENT FOR SENIOR EXECUTIVES Date NameTitle Address c/o American Management Systems, Incorporated 4050 Legato Road Fairfax, Virginia 22033 Re: Change in Control Retention Agreement Dear...American Management Systems Inc • March 30th, 2001 • Services-computer programming, data processing, etc. • Delaware
120,000,000 MULTI-CURRENCY REVOLVING CREDIT AGREEMENTCredit Agreement • March 27th, 1998 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
AGREEMENTForm of Indemnification Agreement • August 13th, 1998 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware
1 EXHIBIT 10.16 FORM OF EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("the Agreement") is made effective January 1, 2001 between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its...Employment Agreement • March 30th, 2001 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
100,000,000 MULTI-CURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENTLoan Agreement • May 15th, 1997 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
EMPLOYMENT AGREEMENT Charlene A. WheelessEmployment Agreement • March 18th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective June 3, 2002 between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and Charlene A. Wheeless, residing at 21578 Goodwin Court, Ashburn, VA 20148 (the “Employee”).
andRights Agreement • August 4th, 1998 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.9 DEED OF LEASE by and between PRINCIPAL MUTUAL LIFE INSURANCE COMPANYDeed of Lease • March 31st, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
CACI International Inc CACI, INC. — FEDERAL Dagger Acquisition Corporation American Management Systems, Incorporated CGI Group Inc. CGI Virginia Corporation ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware
This Asset Purchase Agreement, dated as of March 10, 2004 (the “Agreement”), is made by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC. — FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), Dagger Acquisition Corporation (“Acquisition Sub”), a Delaware corporation and wholly-owned subsidiary of Federal, American Management Systems, Incorporated, a Delaware corporation (“Arrow”), CGI Group Inc., a Québec corporation (“Crossbow”) and CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of Crossbow (“Merger Sub”).
AMENDMENT TO EMPLOYMENT AGREEMENT WITH WILLIAM M. PURDYEmployment Agreement • March 29th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This AMENDMENT (“the Amendment”) is made effective December 1, 2001, by and between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and William M. Purdy, residing at 2804 North Harrison Street, Arlington, VA 22207 (the “Employee”).
American Management Systems, Incorporated Deferred Stock Unit AgreementAmerican Management Systems Inc • March 31st, 2003 • Services-computer programming, data processing, etc. • Virginia
You have been granted a right, in the form of deferred stock units (the “Units”), to receive shares of common stock, par value $0.01 (“Shares”), of American Management Systems, Incorporated (the “Company”) by the Company’s Board of Directors as an inducement to entering into the employment agreement that was entered into between you and the Company effective as of December 1, 2001, as amended (the “Employment Agreement”). The Units are subject to the terms and conditions set forth below and in the Employment Agreement, and, to the extent that Shares are issued or delivered in satisfaction of the Units under the American Management Systems Restricted Stock and Stock Bonus Plan (the “Restricted Stock Plan”), in the Restricted Stock Plan.
STOCK PURCHASE AGREEMENT by and among AMERICAN MANAGEMENT SYSTEMS, INC., R.M. VREDENBURG & CO. and THE STOCKHOLDERS OF R.M. VREDENBURG & CO.Stock Purchase Agreement • July 17th, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This Stock Purchase Agreement (the “Agreement”) is made as of the 15TH day of July, 2003, by and among American Management Systems, Inc., a Delaware corporation (the “Buyer”), R.M. Vredenburg & Co., a Virginia corporation (the “Company”), and each of the persons and entities listed on Schedule I to this Agreement (individually, a “Stockholder” and collectively, the “Stockholders”). The Buyer, the Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENT Walter HowellEmployment Agreement Walter Howell • August 14th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective July 15, 2002 between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and Walter Howell, residing at 6601 Horseshoe Trail, Clifton, VA 22024 (the “Employee”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 10, 2004, is between American Management Systems, Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 29th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by and between RICHARD C. LOTTIE (“Employee”) residing at 3805 Silver Falls Court, Plano, TX 75093, and American Management Systems, Incorporated (“AMS”), with its principal place of business at 4050 Legato Road, Fairfax, VA, 22033, and is effective as of the date of execution by Employee.
EMPLOYMENT AGREEMENT Garry GriffithsEmployment Agreement Garry Griffiths • August 14th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective May 15, 2002 between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and Garry Griffiths, residing at 10312 Shesue Street, Great Falls, VA 22066 (the “Employee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
This Fourth Amendment (the “Fourth Amendment”) dated as of February 20, 2002 amends that certain $120,000,000 Multi-Currency Revolving Credit Agreement dated as of January 9, 1998 among American Management Systems, Incorporated (as a Borrower and the Guarantor), various other Borrowers, the Lenders named therein and Bank of America, N.A., formerly NationsBank, N.A., as Administrative Agent, and Wachovia Bank, N.A., as Documentation Agent, as amended by a certain First Amendment to Credit Agreement dated as of March 16, 1998, a certain Second Amendment to Credit Agreement dated as of March 21, 2001, and a certain Third Amendment to Credit Agreement dated as of September 28, 2001, and as further modified by a certain Waiver and Agreement dated as of July 25, 2001 (such Credit Agreement, as amended or modified by such amendments and such waiver and agreement, being referred to as the “Agreement”).
AMERICAN MANAGEMENT SYSTEMS, INCORPORATED CHANGE IN CONTROL AGREEMENTControl Agreement • March 29th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
The following capitalized words and phrases as used in this Agreement shall have the following meanings, unless a different meaning is clearly required by the context:
AGREEMENT AND PLAN OF MERGER by and among CGI GROUP INC., CGI VIRGINIA CORPORATION and AMERICAN MANAGEMENT SYSTEMS, INCORPORATED Dated as of March 10, 2004Agreement and Plan of Merger • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 10, 2004, by and among CGI Group Inc., a corporation organized under the laws of the province of Québec (the “Parent”), CGI Virginia Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), and American Management Systems, Incorporated, a Delaware corporation (the “Company”).
SEPARATION AGREEMENT BETWEEN AMERICAN MANAGEMENT SYSTEMS, INCORPORATED AND PATRICK W. GROSSSeparation Agreement • November 14th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
THIS AGREEMENT (the “Agreement”) is made and entered into as of August 30, 2002 by and between Patrick W. Gross (“Mr. Gross”) and American Management Systems, Incorporated (“AMS”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2001 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
This Third Amendment (the “Third Amendment”) dated as of September 28, 2001 amends that certain $120,000,000 Multi-Currency Revolving Credit Agreement dated as of January 9, 1998 among American Management Systems, Incorporated (as a Borrower and the Guarantor), various other Borrowers, the Lenders named therein and Bank of America, N.A., formerly NationsBank, N.A., as Administrative Agent, and Wachovia Bank, N.A., as Documentation Agent, as amended by a certain First Amendment to Credit Agreement dated as of March 16, 1998 and a certain Second Amendment to Credit Agreement dated as of March 21, 2001, and as further modified by a certain Waiver and Agreement dated as of July 25, 2001 (such Credit Agreement, as amended or modified by such amendments and such waiver and agreement, being referred to as the “Agreement”).
CREDIT AGREEMENT Dated as of November 13, 2002 among AMERICAN MANAGEMENT SYSTEMS, INCORPORATED, AMS MANAGEMENT SYSTEMS AUSTRALIA PTY. LIMITED, AMS MANAGEMENT SYSTEMS CANADA INC., and AMSY MANAGEMENT SYSTEMS NETHERLANDS B.V. as the Borrowers, BANK OF...Credit Agreement • November 21st, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 13, 2002, among AMERICAN MANAGEMENT SYSTEMS, INCORPORATED, a Delaware corporation, AMS MANAGEMENT SYSTEMS AUSTRALIA PTY. LIMITED, a company organized under the laws of Australia, AMS MANAGEMENT SYSTEMS CANADA INC., a corporation organized under the laws of Canada, and AMSY MANAGEMENT SYSTEMS NETHERLANDS B.V., a company organized under the laws of the Netherlands, as Borrowers (collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, BANK OF AMERICA, N.A. (CANADA BRANCH), as Canadian Agent, and Canadian Fronting Lender, BA ASIA LIMITED, as Australian Agent, and BANK OF AMERICA, NATIONAL ASSOCIATION, SYDNEY BRANCH, as Australian Fronting Lender.
EMPLOYMENT AGREEMENT John S. Brittain, Jr.Employment Agreement • March 29th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective March 11, 2002 between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and John S. Brittain, Jr. residing at 11300 Peacock Hill Way, Great Falls, VA 22066 (the “Employee”).
INCREASED COMMITMENT NOTICE AND ADDED LENDER AGREEMENTIncreased Commitment Notice and Added Lender Agreement • November 14th, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • New York
We refer to the Credit Agreement, dated as of November 13, 2002 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among American Management Systems, Incorporated, AMS Management Systems Australia Pty. Limited, AMS Management Systems Canada Inc. and AMSY Management Systems Netherlands B.V. (collectively, the “Borrowers”), the Lenders parties thereto, Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), L/C Issuer and Swing Line Lender, Bank of America, N.A. (Canada Branch), as Canadian Agent and Canadian Fronting Lender, BA Asia Limited, as Australian Agent, and Bank of America, National Association, Sydney Branch, as Australian Fronting Lender.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT WITH WILLIAM M. PURDYEmployment Agreement • August 14th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This AMENDMENT (“the Amendment”) is made effective July 30, 2002, by and between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and William M. Purdy, residing at 2804 North Harrison Street, Arlington, VA 22207 (the “Employee”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • March 29th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into on February 12, 2002 by and between Gregory S. Hero and American Management Systems, Incorporated (“AMS”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 14th, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by and between Paul Turner (“Employee”) residing at 10696 Henderson Road, Fairfax Station, VA 22039, and American Management Systems, Incorporated (“AMS”) with its principal place of business at 4050 Legato Road, Fairfax, VA, 22033, and is effective as of the date of execution by Employee.
LOAN AGREEMENTLoan Agreement • August 14th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
THIS LOAN AGREEMENT (this “Agreement”), is made effective as of June 14, 2002 (the “Effective Date”) by and between Garry Griffiths (the “Borrower”), and AMERICAN MANAGEMENT SYSTEMS, INCORPORATED, a Delaware corporation (the “Lender”).
OPTIONEE AGREEMENT by and among AMERICAN MANAGEMENT SYSTEMS, INC. and THE OPTIONEES OF R.M. VREDENBURG & CO.Optionee Agreement • July 17th, 2003 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This Optionee Agreement (the “Optionee Agreement’) is made as of the 15th day of July, 2003 by and among American Management Systems, Inc., a Delaware corporation (the “Buyer”), R.M. Vredenburg & Co., a Virginia corporation (the “Company”) and Kachig M. Baboyian, Laurance E. Den, Charles F. Wedel and Daniel E. Porter (individually, an “Optionee” and collectively, the “Optionees”). The Buyer, the Company and the Optionees are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXHIBIT 10.13 November 15, 2000 Mr. Daniel J. Altobello Chairman of the Compensation Committee of the Board of Directors of American Management Systems, Incorporated 6550 Rock Spring Drive Bethesda, MD 20817 Dear Dan: As part of the orderly transition...American Management Systems Inc • March 30th, 2001 • Services-computer programming, data processing, etc.
ContractEmployment Agreement • March 29th, 2002 • American Management Systems Inc • Services-computer programming, data processing, etc. • Virginia
This EMPLOYMENT AGREEMENT (“the Agreement”) is made effective December 1, 2001, except as specifically provided herein, between American Management Systems, Incorporated, a corporation formed under the laws of the State of Delaware with its principal place of business at 4000 and 4050 Legato Road, Fairfax, VA 22033 (“AMS”), and Alfred T. Mockett, residing at 201 Falcon Ridge Road, Great Falls, Virginia 22066 (“Mockett”).
