•] Shares BOOZ ALLEN HAMILTON HOLDING CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2010 • Booz Allen Hamilton Holding Corp • Services-management consulting services • New York
The undersigned understands that Morgan Stanley & Co. Incorporated and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (together with the Representatives, the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Booz Allen Hamilton Holding Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters, of shares (the “Shares”) of the Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”).
FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF BOOZ ALLEN HAMILTON HOLDING CORPORATIONStockholders Agreement • September 30th, 2010 • Booz Allen Hamilton Holding Corp • Services-management consulting services • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of this [•] day of [•], 2010, by and among (a) Booz Allen Hamilton Holding Corporation, a Delaware corporation f/k/a Explorer Holding Corporation (the “Company”), (b) Explorer Coinvest LLC, a Delaware limited liability company (the “Initial Carlyle Stockholder”), (c) each Individual Stockholder that as of the date hereof is a party to the Original Agreement and (d) each other Person who subsequently becomes a party to this Agreement pursuant to the terms hereof. Certain capitalized terms used herein have the meanings ascribed to them in Section 14 hereof.
FORM OF IRREVOCABLE PROXY AND TAG-ALONG AGREEMENTTag-Along Agreement • September 30th, 2010 • Booz Allen Hamilton Holding Corp • Services-management consulting services • Delaware
This Irrevocable Proxy and Tag-Along Agreement (this “Agreement”) is entered into as of the date(s) set forth on the signature pages attached hereto, by and among (a) Explorer Coinvest LLC, a Delaware limited liability company (the “Initial Carlyle Stockholder”) and the stockholder whose name is set forth on the signature page hereof (the “Individual Stockholder”).
FORM OF BOOZ ALLEN HAMILTON HOLDING CORPORATION DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTAnd Officer Indemnification Agreement • September 30th, 2010 • Booz Allen Hamilton Holding Corp • Services-management consulting services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this ___ day of ____________, 20__, by and between Booz Allen Hamilton Holding Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
EQUITY INCENTIVE PLAN OF BOOZ ALLEN HAMILTON HOLDING CORPORATION RESTRICTED STOCK AGREEMENT GRANT NOTICEEquity Incentive Plan • September 30th, 2010 • Booz Allen Hamilton Holding Corp • Services-management consulting services • Delaware
Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of Booz Allen Holding Corporation (the “Plan”) shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
