1
EXHIBIT 10V
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT entered into as of the 6th day of March, 1997 by and
between Analysis & Technology, Inc. (the "Company"), and _______________ (the
"Executive").
WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that the threat of, or the occurrence of, a Change in Control (as
hereinafter defined) can result in significant distraction of its key management
personnel because of the uncertainties inherent in such a situation;
WHEREAS, the Board has determined that it is essential and in the
best interest of the Company and its shareholders to retain the services of the
Executive in the event of a threat, or occurrence of, a Change in Control and to
ensure his continued dedication and efforts in such event without undue concern
for his personal financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat, or the occurrence of, a
Change in Control, the Company desires to enter into this Agreement with the
Executive to provide the Executive with certain benefits, in the event his
employment is terminated as a result of, or in connection with, a Change in
Control, including but not limited to the payment to the Executive of a
severance payment in the amount of two* times the Executive's base salary and
target bonus and continuation of the Executive's benefits for 24** months.
NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
1. TERM.
a) The "Protected Period" shall commence on the first date during the
Term of this Agreement (as defined in Section 1(c) below) on which a
Change in Control (as hereinafter defined) occurs (the "Effective
Date") and shall expire on the second anniversary of the Effective
Date.
b) Notwithstanding anything contained in this Agreement to the
contrary, if the Executive's employment is terminated prior to
the Effective Date and the Executive reasonably demonstrates that
such termination (1) was at the request of a Third Party (as
hereinafter defined) who has effectuated a Change in Control or
----------
* 2.0 is the multiplier for first tier executives; 1.50 is the multiplier for
second tier executives.
** 24 months is the period for first tier executives; 18 months for second
tier executives.
2
(2) otherwise occurred in connection with, or in anticipation of,
a Change in Control, then for all purposes of this Agreement, the
Effective Date shall mean the day immediately prior to the date
of such termination of the Executive's employment.
c) The "Term" of this Agreement shall be the three (3) year period
commencing on the date hereof; provided, however, that the Term
shall be automatically extended for one (1) year on the
anniversary of the date hereof and on each year thereafter unless
the Company shall have given written notice to the Executive at
least ninety (90) days prior thereto that the Term shall not be
so extended; and provided further, however, that notwithstanding
any such notice by the Company not to extend, the Term shall not
end if prior to the expiration thereof any Third Party has
indicated an intention or taken steps reasonably calculated to
reflect a Change in Control, in which event the Term shall end
only after such Third Party publicly announces that it has
abandoned all efforts to effect a Change in Control.
2. TERMINATION FOLLOWING CHANGE IN CONTROL.
a) If a Change in Control of the Company shall have occurred while
the Executive is still an employee of the Company, the Executive
shall be entitled to the compensation provided in Section 3 of
this Agreement upon the subsequent termination of the Executive's
employment with the Company by the Executive or by the Company
unless such termination is as a result of (i) the Executive's
death; (ii) the Executive's termination by the Company for Cause
(as defined in Section 2(b) below); (iii) the Executive's
Disability (as defined in Section 2(c) below); or (iv) the
Executive's decision to terminate employment other than for Good
Reason (as defined in Section 2(d) below).
b) The Company may terminate the Executive's employment for "Cause."
A termination of employment is for "Cause" if the Executive (1)
has been convicted of a felony or (2) intentionally engaged in
conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise or (3) engaged in gross
misconduct; provided, however that no termination of the
Executive's employment shall be for Cause as set forth in clauses
(2) or (3) above until (i) there shall have been delivered to the
Executive a copy of a written notice setting forth that the
Executive was guilty of the conduct set forth in clause (2) or
(3) and specifying the particulars thereof in detail, and (ii)
the Executive shall have been provided an opportunity to be heard
by the Board (with the assistance of the Executive's counsel if
the Executive so desires). No act, nor failure to act, on the
Executive's part, shall be considered "intentional" unless he
has acted, or failed to act, with an absence of good faith and
without a reasonable belief that his action or failure to act was
in the best interest of the Company. Notwithstanding anything
contained in this Agreement to the contrary, no failure to
perform by the Executive after a Notice of Termination is given
-2-
3
by the Executive shall constitute Cause for purposes of this
Agreement.
c) The Company may terminate the Executive's employment after having
established the Executive's Disability. For purposes of this
Agreement, "Disability" means a physical or mental infirmity
which impairs the Executive's ability to substantially perform
his duties under this Agreement which continues for a period of
at least one hundred eighty (180) consecutive days. The
Executive shall be entitled to the compensation and benefits
provided for under this Agreement for any period during the Term
hereof and prior to the establishment of the Executive's
Disability during which the Executive is unable to work due to a
physical or mental infirmity. Notwithstanding anything
contained in this Agreement to the contrary, until the
Termination Date specified in a Notice of Termination (as each
term is hereinafter defined) relating to the Executive's
Disability, the Executive shall be entitled to return to his
position with the Company as set forth in this Agreement in which
event no Disability of the Executive will be deemed to have
occurred; provided that the Executive provides the Company with a
report from his personal physician certifying that the Executive
is fit to return to work.
d) The Executive may terminate his employment for "Good Reason." For
purposes of this Agreement, "Good Reason" shall mean the occurrence
after a Change in Control of any of the events or conditions
described in Subsections (i) through (ix) hereof:
(i) a change in the Executive's title, position or
responsibilities (including, reporting responsibilities)
without the Executive's written consent which represents an
adverse change from his title, position or responsibilities
as in effect immediately prior thereto; the assignment to the
Executive of any duties or responsibilities which are
inconsistent with his title, position or responsibilities; or
any removal of the Executive from or failure to reappoint or
reelect him to any of such offices or positions, except in
connection with the termination of his employment for
Disability, Cause, as a result of his death, or by the
Executive other than for Good Reason;
(ii) a reduction in the Executive's Base Salary or any failure to
pay the Executive any compensation or benefits to which he is
entitled within ten days of the date due;
(iii) the Company's requiring the Executive to be based at any
place outside a 50-mile radius from the work location at
which the Executive was based on the Effective Date, except
for reasonably required travel on the Company's business
which is not greater than such travel requirements prior to
the Change in Control;
-3-
4
(iv) the failure by the Company to provide the Executive with
compensation (including both Base Salary and bonus
compensation) and benefits, in the aggregate, at least equal
(in terms of benefit levels and/or reward opportunities) to
those provided for under the compensation or employee benefit
plans, programs and practices as in effect at any time within
ninety (90) days preceding the Effective Date or at any time
thereafter;
(v) the insolvency or the filing (by any party, including the
Company) of a petition for bankruptcy of the Company;
(vi) any material breach by the Company of any provision of this
Agreement;
(vii) any purported termination of the Executive's employment for
Cause by the Company which does not comply with the terms of
Section 2(b); or
(viii) the failure of the Company to obtain an agreement,
satisfactory to the Executive, from any successor or assign
of the Company to assume and agree to perform this Agreement,
as contemplated in Section 6 hereof.
(ix) The failure by the Company to provide equivalent or greater
vacation, holiday and sick leave to that available to the
Executive immediately prior to the effective date.
e) Any event or condition described in Section 2(d)(1)(i) through
(ix) which occurs prior to a Change in Control but which the
Executive reasonably demonstrates (A) was at the request of a
third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control (a "Third
Party"), or (B) otherwise arose in connection with, or in
anticipation of a Change in Control, shall constitute Good Reason
for purposes of this Agreement notwithstanding that it occurred
prior to the Change in Control.
f) The Executive's right to terminate his employment pursuant to
Section 2(d) shall not be affected by his incapacity due to physical
or mental illness.
3. COMPENSATION UPON TERMINATION. Upon termination of the Executive's
employment during the Protected Period, the Executive shall be entitled
to the following benefits:
a) If the Executive's employment with the Company shall be
terminated (1) by the Company for Cause or Disability, (2) by
reason of the Executive's death, or (3) by the Executive other
than for Good Reason, the Company shall pay the Executive all
amounts earned or accrued through the Termination Date but not
paid as of the Termination Date, including (i) Base Salary (as
hereinafter defined), (ii) reimbursement for reasonable and
necessary expenses incurred by the Executive on behalf of the
Company during the period ending on the Termination Date, (iii)
-4-
5
vacation and holiday pay, and (iv) sick leave (collectively,
"Accrued Compensation"). In addition to the foregoing, if the
Executive's employment is terminated by the Company for
Disability or by reason of the Executive's death, the Company
shall pay to the Executive or his beneficiaries an amount equal
to the "Pro Rata Target Bonus" (as hereinafter defined). The
term "Base Salary" means the Executive's annual base salary as in
effect at any time within ninety (90) days preceding the
Effective Date, and as may be increased from time to time
(hereinafter referred to as the "Base Salary"). The "Pro Rata
Target Bonus" is an amount equal to the Executive's full Target
Bonus for the current fiscal year of the Company determined in
accordance with the Company's Incentive Compensation Plan (the
"Target Bonus") multiplied by a fraction the numerator of which
is the number of days in such fiscal year through the Termination
Date and the denominator of which is 365. The Executive's
entitlement to any other compensation or benefits shall be
determined in accordance with the Company's employee benefit
plans and other applicable programs and practices then in effect.
b) If the Executive's employment with the Company shall be terminated
(other than by reason of death), (1) by the Company other than for
Cause or Disability, or (2) by the Executive for Good Reason, the
Executive shall be entitled to the following:
(i) the Company shall pay the Executive all Accrued Compensation
and a Pro-Rata Target Bonus;
(ii) the Company shall pay the Executive as severance pay and in
lieu of any further compensation for periods subsequent to
the Termination Date, in a single payment an amount (the
"Severance Amount") in cash equal to two* times the sum of
(A) the Executive's Base Salary at the highest rate in effect
at any time subsequent to the 90th day prior to the Effective
Date and (B) the Executive's Target Bonus;
(iii) for twenty-four** (24) months (the "Continuation Period"),
the Company shall at its expense continue on behalf of the
Executive and his dependents and beneficiaries the life
insurance, disability, medical, dental and hospitalization
benefits provided to the Executive immediately prior to the
Termination Date (unless such termination is based on the
reduction in the Executive's benefits, in which case the
Executive's benefits shall be deemed to be those in effect
immediately prior to such reduction). The Company's
obligation hereunder with respect to the foregoing benefits
shall be limited to the extent that the Executive obtains any
such benefits pursuant to a subsequent employer's benefit
plans, in which case the Company may
----------
* 2.0 is the multiplier for first tier executives; 1.50 is the multiplier for
second tier executives.
** 18 months for second tier executives.
-5-
6
reduce the coverage of any benefits it is required to provide
the Executive hereunder so long as the aggregate coverages
and benefits of the combined benefit plans is no less
favorable to the Executive than the coverages and benefits
required to be provided hereunder. This Subsection (iii)
shall not be interpreted so as to limit any benefits to which
the Executive, his dependents or beneficiaries may be
entitled under any of the Company's employee benefit plans,
programs or practices following the Executive's termination
of employment. Following the expiration of the Continuation
Period, the Company shall make available to the Executive
continuation of medical, dental and hospitalization insurance
coverage in accordance with the provisions of the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The
full cost of said COBRA coverage shall be paid by the
Executive in accordance with the Company's practice in
connection with such coverage;
(iv) the Company shall pay to the Executive in a single payment in
cash equal to the contribution which the Company would have
made to any defined contribution plan including, but not
limited to, the Company's Savings and Investment Plan and its
401(k) Restitution Plan assuming participation by the
Executive in any such plan to the maximum level permitted
thereunder for an additional period of two* (2) years;
(v) If not previously lapsed, the restrictions on any outstanding
stock options granted to the Executive under the Company's
Stock Option Plans shall lapse and all stock options granted
to the Executive shall become immediately exercisable and
shall become 100% vested; and
(vi) During the Continuation Period, the Company shall at its
expense provide outplacement services until the sooner of the
Executive's re-employment or 24* months following the date of
termination of employment to the Executive from an
outplacement agency selected by the Executive and reasonably
acceptable to the Company.
c) The amounts provided for in Sections 3(a) and 3(b)(i), (ii), (iii)
and (iv) shall be paid within ten days after the Executive's
Termination Date.
d) The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to the Executive in
any subsequent employment except as provided in Section 3(b)(iii).
----------
* 18 months for second tier executives.
-6-
7
e) The severance pay and benefits provided for in Sections 3(a) and
3(b)(i) and (ii) shall be in lieu of any other severance pay to
which the Executive may be entitled under any Company severance
plan, program or arrangement.
4. DEFINITIONS.
a) CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by
any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") except that a Person
shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty-five percent
(25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any
reason to constitute at least two-thirds of the members of
the Board; provided, however, that if the election, or
nomination for election by the Company's common shareholders,
of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall,
for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent
Board if such individual initially assumed office as a result
of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy
Contest; or
(iii) Approval by shareholders of the Company of:
(1) A merger, consolidation or reorganization involving the
Company, unless such merger, consolidation or
reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger,
consolidation or reorganization of the Company where:
(A) the shareholders of the Company, immediately
before such merger, consolidation or
reorganization, own directly or indirectly
-7-
8
immediately following such merger, consolidation
or reorganization, at least sixty percent (60%) of
the combined voting power of the outstanding
voting securities of the corporation resulting
from such merger or consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their
ownership of the Voting Securities immediately
before such merger, consolidation or
reorganization,
(B) the individuals who were members of the Incumbent
Board immediately prior to the execution of the
agreement providing for such merger, consolidation
or reorganization constitute at least two-thirds
of the members of the board of directors of the
Surviving Corporation, or a corporation
beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving
Corporation, and
(C) no Person other than (i) the Company, (ii) any
subsidiary, (iii) any employee benefit plan (or
any trust forming a part thereof) maintained by
the Company, the Surviving Corporation, or any
subsidiary, or (iv) any Person who, immediately
prior to such merger, consolidation or
reorganization had Beneficial Ownership of forty
percent (40%) or more of the then outstanding
Voting Securities), has Beneficial Ownership of
forty percent (40%) or more of the combined voting
power of the Surviving Corporation's then
outstanding voting securities.
(2) A complete liquidation or dissolution of the Company; or
(3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any
Person (other than a transfer to a subsidiary).
b) NOTICE OF TERMINATION. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which indicates the specific
termination provision in this Agreement, if any, relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. Any purported
termination by the Company or by the Executive shall be communicated
by written Notice of Termination to the other. For purposes of this
Agreement, no such purported termination of employment shall be
effective without such Notice of Termination.
-8-
9
c) TERMINATION DATE. For purposes of this Agreement, "Termination
Date" shall mean in the case of the Executive's death, his date
of death, or in all other cases, the date specified in the Notice
of Termination subject to the following:
(i) If the Executive's employment is terminated by the Company
for Cause or due to Disability, the date specified in the
Notice of Termination shall be at least thirty (30) days
from the date the Notice of Termination is given to the
Executive, provided that in the case of Disability the
Executive shall not have returned to the full-time performance
of his duties during such period of at least thirty (30) days;
and
(ii) If the Executive's employment is terminated for Good Reason
the date specified in the Notice of Termination shall not be
more than thirty (30) days from the date the Notice of
Termination is given to the Company.
5. BENEFIT LIMITATIONS
a) In the event that any payment (within the meaning of Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code"), to the Executive or for his benefit paid or payable or
distributed or distributable pursuant to the terms of this Agreement
or otherwise in connection with, or arising out of, his employment
with the Company or a change in ownership or effective control of
the Company or of a substantial portion of its assets (a "Payment"
or "Payments"), would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred
by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the payments to
be paid to the Executive under Section 3 of this Agreement (the
"Severance Payments") shall be reduced to the largest amount that
will result in no portion of the Severance Payments being subject to
the excise tax imposed by section 4999 of the Code.
b) An initial determination as to whether a reduction of Severance
Payments is required pursuant to this Agreement shall be made at the
Company's expense by an accounting firm selected by the Company and
reasonably acceptable to the Executive which is designated as one of
the five largest accounting firms in the United States (the
"Accounting Firm"). The Accounting Firm shall provide its
determination (the "Determination"), together with detailed
supporting calculations and documentation to the Company and the
Executive within five days of the Termination Date if applicable, or
such other time as requested by the Company or by the Executive
(provided the Executive reasonably believes that any of the Payments
may be subject to the Excise Tax) and if the Accounting Firm
determines that no Excise Tax is payable by the Executive with
respect to a Payment or Payments, it shall furnish the Executive
with an opinion reasonably acceptable to the Executive that no
Excise Tax will be imposed with respect to any such Payment or
-9-
10
Payments. Within ten days of the delivery of the Determination to
the Executive, the Executive shall have the right to dispute the
Determination (the "Dispute"). If there is no Dispute, the
Determination shall be binding, final and conclusive upon the
Company and the Executive subject to the application of Section 5(c)
below.
c) In the event the Accounting Firm shall determine that Payments would
constitute an "excess parachute payment" thereby necessitating that
Severance Payments be reduced in part, the Executive may consult
with the Company in determining the priority in which any benefit
payment shall be reduced. Any such joint determination must be made
no later than seven (7) days prior to the next regular full-pay
cycle, otherwise the Company's decision of which benefits shall be
reduced or eliminated shall be final.
6. SUCCESSORS AND ASSIGNS.
a) This Agreement shall be binding upon and shall inure to the
benefit of the Company, its successors and assigns and the Company
shall require any successor or assign to expressly assume and agree
to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such
succession or assignment had taken place. The term "Company" as used
herein shall include such successors and assigns. The term
"successors and assigns" as used herein shall mean a corporation or
other entity acquiring all or substantially all the assets and
business of the Company (including this Agreement) whether by
operation of law or otherwise.
b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive, his beneficiaries or
legal representatives, except by will or by the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.
7. FEES AND EXPENSES. The Company shall pay the reasonable legal fees and
related expenses (including the costs of experts, evidence and counsel)
incurred by the Executive as they become due as a result of (a) the
Executive's termination of employment (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination
of employment), (b) the Executive seeking to obtain or enforce any right
or benefit provided by this Agreement or by any other plan or arrangement
maintained by the Company under which the Executive is or may be entitled
to receive benefits, or (c) the Executive's hearing before the Board as
contemplated in Section 2(b) of this Agreement; provided, however, that
the circumstances set forth in clauses (a) and (b) (other than as a result
of the Executive's termination of employment under circumstances described
in Section 1 (b)) occurred on or after a Change in Control.
-10-
11
8. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly
given when personally delivered, delivered by a nationally recognized
overnight delivery service, or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last
given by each party to the other, provided that all notices to the Company
shall be directed to the attention of the Board with a copy to the
Secretary of the Company. All notices and communications shall be deemed
to have been received on the date of delivery thereof or on the third
business day after the mailing thereof, except that notice of change of
address shall be effective only upon receipt.
9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any
of its subsidiaries and for which the Executive may qualify, nor shall
anything herein limit or reduce such rights as the Executive may have
under any other agreements with the Company or any of its subsidiaries.
Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company or any of its
subsidiaries shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.
10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, defense, recoupment, or other right
which the Company may have against the Executive or others.
11. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Connecticut without
giving effect to the conflict of law principles thereof. Any action
brought by any party to this Agreement shall be brought and maintained in
a court of competent jurisdiction in county of the State of Connecticut.
-11-
12
13. SEVERABILITY. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.
14. NO GUARANTEED EMPLOYMENT. The Executive and the Company acknowledge that,
except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by
the Company is "at will" and, prior to the Effective Date, may be
terminated by either the Executive or the Company at any time. Moreover,
if prior to the Effective Date, the Executive's employment with the
Company terminates, the Executive shall have no further rights under this
Agreement.
15. ARBITRATION. All disputes under this Agreement shall be resolved under
the then-current National Rules for the Resolution of Employment Disputes
of the American Arbitration Association. The arbitration shall be before a
single Arbitrator appointed according to said rules and shall take place
within ten (10) miles of the geographic limit of the Town of North
Stonington, Connecticut, if the Executive was employed in Connecticut on
the day before the Effective Date or within ten (10) miles of the limits
of the municipality in which the Executive was employed on the day before
the Effective Date, if the Executive was employed on such date in any
other State. The Arbitrator shall have no authority to add to, subtract
from, amend, revise, enlarge or disregard any of the provisions of this
Agreement. Subject to law, the Arbitrator's award shall be final and
binding upon all parties and judgment upon said award may be enforced in
any court of competent jurisdiction.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof.
-12-
13
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
ANALYSIS & TECHNOLOGY, INC.
By:____________________________ By:____________________________
Title: (name)[Executive]
State of Connecticut
County of New London
Subscribed and sworn to (or affirmed) before me this 6th day of March, 1997.
____________________________
Notary Public
Date Commission Expires:
-13-
14
CHANGE IN CONTROL AGREEMENT
List of Tier 1 and Tier 2 "Executives"
The following list of individuals comprise the "Executives" as of June 1, 1997,
who are parties to the Form of Change In Control Agreement filed as Exhibit 10V
hereto:
TIER 1:
Xxxx X. Xxxxxxx
Xxxxx X. Xxxx
Xxx X. Xxxxxxx
TIER 2:
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxx Xxxxxx
X. Xxxxxx Xxxxx
