EXHIBIT 10.6




 




Executive Employment, Non-Compete and

Confidentiality Agreement by and between


the Company and David M. Johnson




 




THIS EXECUTIVE

EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (“Agreement”), is entered

into as of the date set forth on the signature page, by and between David M.

Johnson (the “Executive”) and MAXIMUS, Inc., a Virginia corporation with its

principal place of business in Reston, Virginia (the “Corporation”) with

reference to the following:




 




WHEREAS, the

parties believe the Executive possesses the experience and capabilities to

provide valuable service on behalf of the Corporation; and




 




WHEREAS, the

Corporation desires to employ the Executive as Chief Operating Officer; and




 




WHEREAS, the

Executive desires to be employed by the Corporation at the salary, benefits and

other terms and conditions specified herein.




 




NOW,

THEREFORE, in consideration of these premises and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

parties agree as follows:




 




1.             Employment.




 




1.1                 Duties.  The Corporation hereby employs the

Executive, and the Executive hereby accepts such employment, to serve as the

Chief Operating Officer reporting directly to David V. Mastran, the Chief

Executive Officer of the Corporation. 

The Executive hereby represents and warrants that he is in good health

and capable of performing the services required hereunder.  The Executive shall perform such services

and duties as are appropriate to such office or delegated to the Executive by

the Chief Executive Officer.  During the

term of this Agreement, the Executive shall be a full-time employee of the

Corporation, shall act in good-faith and to the best of his abilities in

performing his duties hereunder, and shall devote such time and attention to

the discharge of his duties as may be necessary and appropriate to accomplish

and complete such duties.




 




1.2                 Compensation.




 




(a)           Salary and Year-End Bonus.  As compensation for performance of his

obligations hereunder, the Corporation shall pay the Executive an annual salary

of $425,000, such salary to be reviewed annually beginning on or about

September 30, 2003.




 




(b)           Signing Bonus.  Executive will receive a signing bonus of

$100,000 on or about his first day of employment.  Executive agrees to refund this amount to the Corporation if he

terminates his employment at any time during the first 12 months of this

Agreement for any reason.




 




(c)           Year-End Bonus.  For the Corporation’s fiscal year ending

September 30, 2003, the Executive will receive a guaranteed bonus of no less

than $100,000 (with the possibility of a higher amount, in the discretion of

the Chief Executive Officer, if warranted by the performance of the Executive

and the Corporation).  Thereafter, the

Executive will participate in the Corporation’s annual bonus program, with any

awards dependent on the performance of the Executive and the Corporation.




 




1





























 




(d)           Stock Options.  On the Effective Date, the Executive shall

be awarded an incentive stock option (“ISO”) to acquire 100,000 shares of the

Corporation’s Common Stock in accordance with the MAXIMUS 1997 Equity Incentive

Plan.  Such option shall have a strike

price equal to the New York Stock Exchange closing price of the Common Stock as

of September 30, 2002, a four-year vesting schedule, a ten-year term and such

other terms and conditions as are included in the standard MAXIMUS Stock Option

Agreement which will be subsequently executed by the parties.  In addition, on the second anniversary of

the Executive’s employment with the Corporation, the Executive will be eligible

for a grant of an additional 100,000 stock options, subject to approval by the

Corporation’s Board of Directors and based on the achievement of specific personal

and company performance goals to be agreed upon by the Executive and the Chief

Executive Officer.  The Executive shall

also be entitled to participate in stock option and similar plans as currently

exist or may be established by the Corporation from time to time.




 




(e)           Vacation, Insurance, Expenses, Etc.  The Executive shall be entitled to 20 days

accrual paid vacation per year, and such benefits, health, disability and life

insurance and other benefits and expense reimbursements in a manner consistent

with the Corporation’s past practices and as are provided to executives at a

similar level.




 




1.3                 Term;

Termination.  The term of the

employment agreement set forth in this Section 1 shall be for a period

commencing at the Effective Date and continuing for four (4) years thereafter

(the “Scheduled Term”) provided that this Agreement shall terminate:




 




(a)           by mutual written consent of the

parties;




 




(b)           upon Executive’s death or inability,

by reason of physical or mental impairment, to perform substantially all of

Executive’s duties as contemplated herein for a continuous period of 120 days

or more; or




 




(c)           by the Corporation for cause, which

shall mean the Executive’s (i) breach of any material duty or obligation

hereunder, (ii)  willful failure to

follow the reasonable directions of the Chief Executive Officer, (iii) failure

to act in good faith or to the best of his abilities in performing his duties

hereunder, or (iv) failure to carry out his duties in a professional manner

consistent with the standards of his profession and position.




 




Upon any termination of employment under this Section 1.3, neither

party shall have any obligation to the other pursuant to this Section 1, but

such termination shall have no effect on the obligations of the parties under

other provisions of this Agreement.




 




                “Effective

Date” shall mean October 1, 2002 or such earlier date as the Executive shall

commence working for the Corporation.




 




1.4           Severance.  The parties agree that in the event the

Corporation terminates the Executive’s employment without cause or the

Executive terminates the employment for “good reason” prior to the expiration

of the Scheduled Term, the Executive shall be entitled to receive salary and

benefits (including the vesting of stock options) for the remainder of the

Scheduled Term.  “Good reason” shall

mean (i) any action by the Corporation which results in a material diminution

in the Executive’s position (including status, titles, salary decrease or

reporting requirements), authority, duties or responsibilities or (ii) a

relocation of the Executive without his consent.  However, “good reason” shall not include assignment of the

Executive to act as the General Manager of one of the Corporation’s Strategic

Business Units.




 




2





























 




2.             Non-Competition.




 




2.1                 Prohibited Activities.




 




(a)           The Executive agrees that, during his

employment with the Corporation and for a period of two (2) years after the

termination of such employment, the Executive will not engage in any Unethical

Behavior which may adversely affect the Corporation.  For the purpose of this Section 2.1, “Unethical Behavior” is

defined as:




 




(i)             any attempt, successful or unsuccessful,

by the Executive to divert any existing or pending contracts or subcontracts

from the Corporation to any other firm, whether or not affiliated with the

Executive;




 




(ii)          any attempt, successful or unsuccessful, by

the Executive, to adversely influence clients of the Corporation or

organizations with which the Corporation has an existing or pending contract or

proposal;




 




(iii)       any attempt, successful or unsuccessful, by the

Executive to offer his services, or to influence any other employee of the

Corporation to offer their services, to any firm to compete against the

Corporation; or




 




(iv)      any attempt, successful or unsuccessful, by the

Executive to employ or offer employment to, or cause any other person to employ

or offer employment to any other employee of the Corporation.




 




(b)           The Executive agrees that, in

addition to any other remedy available to the Corporation, in the event of a

breach by the Executive of the terms of this Section 2 the Corporation may

set off against any amounts due the Executive, an amount equal to the gross

revenues which such Executive, or any entity with which the Executive is

employed, affiliated or associated, receives or is entitled to receive, from

any existing clients (or potential clients with whom a proposal is pending) of

the Corporation during the two-year period provided in this Section 2.




 




(c)           The Executive shall notify any new

employer, partner, association or any other firm or corporation actually or

potentially in competition with the Corporation with whom the Executive shall

become associated in any capacity whatsoever of the provisions of this

Section 2 and the Executive agrees that the Corporation may give such

notice to such firm, corporation or other person.




 




2.2                 Business Opportunities; Conflicts of Interest; Other

Employment and Activities of the Executive.




 




(a)           The Executive agrees promptly to

advise the Corporation of, and provide the Corporation with an opportunity to

pursue, all business opportunities that reasonably relate to the present

business conducted by the Corporation.




 




(b)           The Executive, in his capacity as an

employee of the Corporation, shall not engage in any business with any member

of the Executive’s immediate family or with any person or business entity in

which the Executive or any member of the Executive’s immediate family has any

ownership interest or financial interest, unless and until the Executive has

first fully disclosed such interest to and received written consent from the

Chief Executive Officer.  As used

herein, the term “immediate family” means the Executive’s spouse, natural or

adopted children, parents or siblings and the term “financial interest” means

any relationship with such person or business entity that may monetarily

benefit the Executive or member of the Executive’s immediate family, including

any lending relationship or the guarantying of any obligations of such person

or business entity by the Executive or member of his immediate family.




 




3





























 




(c)           The parties hereto agree that the

Executive may, consistent with this Section 2.2, receive and retain speaking

fees, referral fees from business opportunities not accepted by the

Corporation, and fees from outside business activities and opportunities of the

Executive consented to by the Chief Executive Officer.




 




3.             Confidentiality.  The Executive agrees that the Corporation’s

books, records, files and all other non-public information relating to the

Corporation, its business, clients and employees are proprietary in nature and

contain trade secrets and shall be held in strict confidence by the Executive,

and shall not, either during the term of this Agreement or after the

termination hereof, be used by Executive or any third party or disclosed,

directly or indirectly, to any third party, except to the extent such use or

disclosure is in furtherance of the Corporation’s business or required by court

order or other legal process.  The trade

secrets or other proprietary or confidential information referred to in the

prior sentence includes, without limitation, all proposals to clients or

potential clients, contracts, client or potential client lists, fee policies,

financial information, administration or marketing practices or procedures and

all other information regarding the business of the Corporation and its clients

not generally known to the public.




 




4.             Miscellaneous.




 




4.1                 Notices.  All notices, requests, demands or other

communications provided for in this Agreement shall be in writing and shall be

delivered by hand, sent prepaid by overnight delivery service or sent by the

United States mail, certified, postage prepaid, return receipt request, to the

following:




 




	

   


  	

  If to the

  Corporation:


  
	

   


  	

   


  
	

   


  	

  MAXIMUS,

  Inc.


  
	

   


  	

  11419 Sunset

  Hills Road


  
	

   


  	

  Reston,

  Virginia 20190


  
	

   


  	

  Attention:  General Counsel


  
	

   


  	

   


  
	

   


  	

  If to the Executive:


  
	

   


  	

   


  
	

   


  	

  David M. Johnson


  
	

   


  	

  31900 Pinetree Road


  
	

   


  	

  Pepper Pike, Ohio 44124


  





 




Any notice,

request, demand or other communication delivered or sent in the foregoing

manner shall be deemed given or made (as the case may be) upon the earliest of

(i) the date it is actually received, (ii) the business-day after the day on

which it is delivered by hand, (iii) the business day after the day on which it

is properly delivered to Federal Express (or a comparable overnight delivery

service), or (iv) the third business day after the date on which it is deposited

in the United States mail.  Either party

may change its address by notifying the other party of the new address in any

manner permitted by this paragraph.




 




4.2                 Remedies.  The parties agree and acknowledge that any

violation by the Executive of the terms hereof may result in irreparable injury

and damage to the Corporation or its clients, which will not adequately be

compensable in monetary damages, that the Corporation will have no adequate

remedy at law therefore, and that the Corporation may obtain such preliminary,

temporary or permanent mandatory or restraining injunctions, orders or decrees

as may be necessary to protect it against, or on account of, any breach of the

provisions contained in this Agreement.




 




4





























 




4.3                 No

Obligation of Continued Employment. 

The Executive understands that this Agreement does not create an

obligation on the part of the Corporation to continue the Executive’s

employment with the Corporation after the termination of this Agreement.




 




4.4                 Benefit;

Assignment.  This Agreement shall

bind and inure to the benefit of the parties and their respective personal

representatives, heirs, successors and assigns, provided this Agreement may not

be assigned by either party without the consent of the other, except that the

Corporation may assign this Agreement in connection with the merger,

consolidation or sale of all or substantially all of its business or assets.




 




4.5                 Entire

Agreement.  This Agreement

supersedes all prior agreements, written or oral, with respect to the subject

matter of this Agreement.




 




4.6                 Severability.  In the event that any one or more of the

provisions contained herein shall be held to be invalid, illegal, or

unenforceable in any respect, such invalidity, illegality, or unenforceability

shall not affect any other provisions of this Agreement, and all other

provisions shall remain in full force and effect.  If any of the provisions of this Agreement is held to be

excessively broad, it shall be reformed and construed by limiting and reducing

it so as to be enforceable to the maximum extent permitted by law.




 




4.7                 Waivers.  No delay or omission by the Corporation in

exercising any right under this Agreement will operate as a waiver of that or

any other right.  A waiver or consent

given by the Corporation on any occasion is effective only in that instance and

will not be construed as a bar to or waiver of any right on any other occasion.




 




4.8                 Captions.  The captions of the various sections and

paragraphs of this Agreement have been inserted only for the purpose of

convenience; such captions are not a part of this Agreement and shall not be

deemed in any manner to modify, explain, enlarge or restrict any of the

provisions of this Agreement.




 




4.9                 Governing

Law.  This Agreement shall in all

events and for all purposes be governed by, and construed in accordance with,

the laws of the Commonwealth of Virginia.




 




4.10           Amendments.  No changes to this Agreement shall be

binding unless in writing and signed by both the parties.




 




4.11           Counterparts.  This Agreement may be executed in several

counterparts, each of which shall be deemed an original, and all such

counterparts shall constitute one instrument.




 




THE EXECUTIVE HAS

READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND THE EXECUTIVE UNDERSTANDS, AND

AGREES TO, EACH OF SUCH PROVISIONS.  THE

EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT MAY AFFECT THE EXECUTIVE’S RIGHT TO

ACCEPT EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO THE EXECUTIVE’S EMPLOYMENT

WITH THE CORPORATION.




 




IN WITNESS

WHEREOF, the undersigned have executed this Agreement as of the date first

above written.




 




 




	

  EXECUTIVE


  	

   


  	

  MAXIMUS, Inc.


  
	

   


  	

   


  	

   


  
	

      /s/ David M. Johnson


  	

   


  	

  By


  	

  /s/ David V. Mastran


  	

   


  
	

  David M. Johnson


  	

   


  	

  David V. Mastran


  
	

   


  	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  	

   


  
	

  Date:  October 1, 2002


  	

   


  	

   


  
					





 




5