CIO Employment Agreement - John Littley

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective for all purposes and in all respects as of the 1st day of April, 2000, by and between (a) BTG, INC., a Virginia corporation, (hereinafter referred to as "Employer"), and (b) John Littley, III, Senior Vice President, Chief Information Officer (hereinafter referred to as "Employee").


WHEREAS, Employer desires to continue to employ Employee in the capacity of a Senior Vice President, Chief Information Officer;


WHEREAS, Employee desires to continue to be employed by Employer in the aforesaid capacity; and


WHEREAS, Employer and Employee desire to enter into this Agreement to set forth the terms and conditions of Employee's continued employment with Employer during the term hereof.


NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:


1. Term. The term of employment under this Agreement (the "Term") shall be for the period commencing on the effective date hereof and ending on March 31, 2004.


2. Duties of Employee. Subject to the provisions of this Agreement, during the Term, Employer shall employ Employee and Employee shall serve Employer as Senior Vice President, Chief Information Officer. During the Term, Employee shall discharge the obligations and responsibilities normally associated with such office and shall perform such other duties and responsibilities as the Board of Directors of Employer (the "Board") shall determine from time to time that are consistent with Employee's position and the terms of this Agreement.


3. Compensation. Employee will receive an annual base salary of not less than the salary specified on Exhibit A hereto ("Base Salary"). Base Salary and merit increases to such Base Salary will be payable at the times and in the manner consistent with Employer's general policies regarding compensation of executive employees. In the event that Employee shall be given significant new or additional responsibilities (without a corresponding decrease in existing responsibilities) at any time during the Term, Employer and Employee agree to discuss the amount, if any, of increase in Employee's Base Salary. Employee will be eligible to receive annual incentive compensation based on incentive target percentages of base salary comparable to such percentages in effect immediately prior to the effective date of the Agreement. Nothing in this Section will guarantee to Employee any specific amount of incentive compensation, or prevent the Board from establishing new performance goals and compensation targets applicable to Employee.


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4. Additional Benefits. In addition to the compensation referred to in Section 3 hereof, Employee shall be entitled to receive such health, medical, disability, dependent health care, life, retirement and other employee benefits as Employer generally makes available to its executive officers.


5. Termination


A. Termination Without Cause. Either Employee or Employer may terminate this Agreement and Employee's employment hereunder at any time without cause by giving not less than thirty (30) days advanced written notice to the other party.


B. Termination for Cause. Employer may terminate this Agreement and Employee's employment hereunder for Cause (as hereinafter defined) by giving written notice of such termination to Employee. For purposes of this Agreement, "Cause" shall mean: Employee's willful and gross misconduct which has, or could reasonably be expected to have, a material adverse effect on the business, assets, operations, results of operations or financial condition of Employer. If Employer shall elect to terminate this Agreement and Employee's employment hereunder for Cause, Employer shall provide written notice thereof to Employee within sixty (60) days after the occurrence of the event upon which such right of termination for Cause arises. A termination for Cause pursuant hereto shall take effect ten days after the delivery of such written notice to Employee unless Employee shall, during such ten day period, remedy the Cause specified in such notice; provided however, that such termination shall take effect immediately upon the giving of such notice if the Board of Directors specifically determines in good faith that such Cause is unremediable.


C. Death and Disability. This Agreement and Employee's employment hereunder shall automatically terminate upon the death of Employee, and also may be terminated by Employer by giving written notice of such termination to Employee if Employee shall be rendered incapable by illness or any physical or mental disability from substantially complying with the terms, conditions and provisions on his part to be observed and performed for a period in excess of six (6) consecutive months during the Term.


D. Termination for Good Reason. At any time within two (2) years following a Change in Control (as hereinafter defined), Employee may terminate this Agreement and Employee's employment hereunder for Good Reason (as hereinafter defined) by giving written notice of such termination to Employer. For purposes of this Agreement, "Good Reason" shall mean any of the following: (a) the Employer changes the authority provided currently to Employee, changes the duties and responsibilities currently held by Employee, or requests that the Employee provide services that are not of a similar character to those provided by the Employee to the Employer immediately prior to the Change in Control; (b) the Employer has breached any material provision of this Agreement and within 30 days after notice thereof from the Employee, the Employer fails to cure such breach; or (c) the Employer requires the Employee to relocate his principal place of employment to any location outside a twenty-five mile radius from the location of the Employee's principal place of employment immediately prior


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to the date of the Change in Control. If Employee shall elect to terminate this Agreement and Employee's employment hereunder for Good Reason, Employee shall provide written notice thereof to Employer within sixty (60) days after the occurrence of the event upon which such right of termination for Good Reason arises. A termination for Good Reason pursuant hereto shall take effect ten days after the delivery of such written notice to Employer unless Employer shall, during such ten day period, remedy the Good Reason specified in such notice.


A "Change in Control" for purposes of this Agreement shall mean (a) the sale of substantially all of Employer's assets to a single purchaser or group of associated purchasers; (b) the sale, exchange, or other disposition, in one transaction or a series of related transactions, of the majority of Employer's outstanding corporate shares; or (c) the merger or consolidation of Employer with another unrelated company where Employer is not the surviving entity in such merger or consolidation. As used in this Agreement, "Employer" shall mean Employer as herein before defined and any successor to its business and/or assets in a Change in Control transaction.


6. Termination Payments and Benefits.


A. Termination Upon Change in Control. If during the Term there shall occur a Change in Control (as hereinafter defined), and within two (2) years after such Change in Control Employer shall terminate Employee without Cause, or Employee shall terminate employment with Employer for Good Reason pursuant to Section 5(D) above, then Employer will pay to Employee an amount equal to 284% of Base Salary. Any amount due pursuant to this Section will be payable in a lump sum, less applicable taxes, within 30 days following termination; provided, however, that the payment of any such amount shall b ...