SXE » Topics » Miscellaneous

These excerpts taken from the SXE 10-K filed May 21, 2009.

Miscellaneous

 

7.1.                              Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 

7.2.                              Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.                              Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent

 



 

MISCELLANEOUS

 

9.1           Amendment or Termination of Plan.  The Company may, at any time, direct the Compensation Committee to amend or terminate the Plan, except that no such amendment or termination may reduce a Participant’s Account balances.  If the Company terminates the Plan, no further amounts shall be deferred hereunder, and amounts previously deferred or contributed to the Plan shall be fully vested and shall be paid in accordance with the provisions of the Plan as scheduled prior to the Plan termination.

 

9.2           Unsecured General Creditor.  The benefits paid under the Plan shall be paid from the general funds of the Company, and the Participant and any Beneficiary or their heirs or successors shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder.  It is the intention of the Company that this Plan be unfunded for purposes of ERISA and the Code.

 

9.3           Restriction Against Assignment.  The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or entity.  No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, Beneficiary, or their successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever.  No part of a Participant’s Accounts shall be subject to any right of offset against or reduction for any amount payable by the Participant or Beneficiary, whether to the Company or any other party, under any arrangement other than under the terms of this Plan.  Notwithstanding the foregoing, the Company shall comply with the terms of a domestic relations order applicable to a Participant’s interest in the Plan, provided that such order does not require the payment of benefits in a manner or amount, or at a time, inconsistent with the terms of the Plan.  The Company shall have no liability to any Participant or Beneficiary to the extent that his or her benefit is reduced in accordance with the terms of a domestic relations order that the Company applies in good faith.

 

9.4           Withholding. The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan.  There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such

 

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Miscellaneous



 



7.1.                              Litigation
Expenses
.  In the
event of any litigation or other dispute between the Company and the Executive
with respect to the subject matter of this Agreement, the Executive shall be
entitled to recover his attorney fees and expenses, unless the Executive does
not substantially prevail in such matter.



 



7.2.                              Entire
Understanding
.  This
Agreement contains the entire understanding between the Company and the
Executive with respect to the subject matter hereof and supersedes any prior
severance or change in control agreement and amendment thereto between the
Company and the Executive; except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to the Executive of a
kind elsewhere provided and not expressly provided in this Agreement.



 



7.3.                              Severability.  If, for any reason, any one or more of the
provisions or part of a provision contained in this Agreement shall be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of
a provision of this Agreement not held so invalid, illegal or unenforceable,
and each other provision or part of a provision shall, to the full extent
consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot
be enforced, then to the full extent



 
















 



MISCELLANEOUS



 



9.1           Amendment or Termination
of Plan
.  The Company may, at any time, direct the
Compensation Committee to amend or terminate the Plan, except that no such
amendment or termination may reduce a Participant’s Account balances.  If the Company terminates the Plan, no
further amounts shall be deferred hereunder, and amounts previously deferred or
contributed to the Plan shall be fully vested and shall be paid in accordance
with the provisions of the Plan as scheduled prior to the Plan termination.



 



9.2           Unsecured General Creditor.  The benefits
paid under the Plan shall be paid from the general funds of the Company, and
the Participant and any Beneficiary or their heirs or successors shall be no
more than unsecured general creditors of the Company with no special or prior
right to any assets of the Company for payment of any obligations
hereunder.  It is the intention of the
Company that this Plan be unfunded for purposes of ERISA and the Code.



 



9.3           Restriction Against
Assignment
.  The Company shall pay all amounts payable
hereunder only to the person or persons designated by the Plan and not to any
other person or entity.  No part of a
Participant’s Accounts shall be liable for the debts, contracts, or engagements
of any Participant, Beneficiary, or their successors in interest, nor shall a
Participant’s Accounts be subject to execution by levy, attachment, or
garnishment or by any other legal or equitable proceeding, nor shall any such
person have any right to alienate, anticipate, sell, transfer, commute, pledge,
encumber, or assign any benefits or payments hereunder in any manner
whatsoever.  No part of a Participant’s
Accounts shall be subject to any right of offset against or reduction for any
amount payable by the Participant or Beneficiary, whether to the Company or any
other party, under any arrangement other than under the terms of this
Plan.  Notwithstanding the foregoing, the
Company shall comply with the terms of a domestic relations order applicable to
a Participant’s interest in the Plan, provided that such order does not require
the payment of benefits in a manner or amount, or at a time, inconsistent with
the terms of the Plan.  The Company shall
have no liability to any Participant or Beneficiary to the extent that his or
her benefit is reduced in accordance with the terms of a domestic relations
order that the Company applies in good faith.



 



9.4           Withholding. The Participant shall make appropriate arrangements
with the Company for satisfaction of any federal, state or local income tax
withholding requirements, Social Security and other employee tax or other
requirements applicable to the granting, crediting, vesting or payment of
benefits under the Plan.  There shall be
deducted from each payment made under the Plan or any other Compensation
payable to the Participant (or Beneficiary) all taxes which are required to be
withheld by the Company in respect to such



 



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These excerpts taken from the SXE 10-Q filed Aug 5, 2008.

ARTICLE VII
Miscellaneous

 

7.1.          Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.          Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.          Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.          Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.          No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.          Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.          Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.          Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.          Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.          Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.          Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.          Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.          Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.          No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.          Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.          Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.          Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.          Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.          Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.          Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.          Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.          Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.          No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.          Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.          Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.          Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.          Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.          Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.          Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.          Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.          Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  President

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.          No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.          Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.          Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.          Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.          Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.                              Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.                              Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.                              Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.                              Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.                              No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.                              Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.                              Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.                              Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.                              Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.                              Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.                              Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.                              Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.                              Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.                              No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.                              Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.                              Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.                              Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.                              Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

ARTICLE VII
Miscellaneous

 

7.1.                              Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.                              Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.                              Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.                              Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.                              No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.                              Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.                              Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.                              Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.                              Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

Miscellaneous

 

7.1.                              Litigation Expenses.  In the event of any litigation or other dispute between the Company and the Executive with respect to the subject matter of this Agreement, the Executive shall be entitled to recover his attorney fees and expenses, unless the Executive does not substantially prevail in such matter.

 



 

7.2.                              Entire Understanding.  This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any prior severance or change in control agreement and amendment thereto between the Company and the Executive; except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided and not expressly provided in this Agreement.

 

7.3.                              Severability.  If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall, to the full extent consistent with law, continue in full force and effect.  If this Agreement is held invalid or cannot be enforced, then to the full extent permitted by law, any prior agreement between the Company and the Executive shall be deemed reinstated as if this Agreement had not been executed.

 

7.4.                              Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

 

To the Company:

 

Stanley, Inc.

3101 Wilson Boulevard

Arlington, VA  22201

Attention:  General Counsel

 

To the Executive:

 

The Executive’s address on file with the Company

 

or to such other address as either party shall have previously specified in writing to the other.

 

7.5.                              No Attachment.  Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, or any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

 

7.6.                              Binding Agreement.  This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

 

7.7.                              Modification and Waiver.  This Agreement may be modified or amended only by an instrument in writing signed by each of the parties.  Except as otherwise provided in Section 2.11, no term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except

 



 

by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and any waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

7.8.                              Headings.  The headings contained in this Agreement are included solely for convenience and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

 

7.9.                              Governing Law.  This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Virginia, without regard to the choice of law provisions thereof.

 

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