EX-10.2





Exhibit 10.2




NCI, INC.




EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT




THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of
this 9th
day of March, 2012 by and between Brian J. Clark (“you”) and NCI, Inc. (the “Company”).



RECITALS




The Board of Directors of the Company (the “Board”) believes it is in the best interests of
the Company to provide you, as an executive officer with the Company, with compensation
arrangements and equity benefits upon a Change in Control (as hereinafter defined) that are
intended to provide you with enhanced financial security, are competitive with those of other
companies, and provide sufficient incentive to you to remain at the Company as an employee through
and after a Change in Control.



In consideration of the mutual promises and covenants herein contained, and in consideration
of your continuing employment by the Company, the adequacy and sufficiency of which are hereby
acknowledged, the parties agree as follows:



Article I.

Term of Agreement




A. Term of Agreement. This Agreement shall be effective as of the date set forth above
and shall continue in effect through December 31, 2012. Commencing on January 1, 2013, and each
January 1 thereafter, this Agreement shall be automatically extended for one additional year
unless, not later than September 30 of the year preceding the renewal date, either party to this
Agreement has given notice to the other that the Agreement shall not be extended under this Article
I(A); provided, however, that if a Change in Control or Potential Change in Control
(as defined herein) has occurred during the term of this Agreement, this Agreement shall continue
in effect until the later of 36 months beyond the month in which the latest Change in Control
occurred or the next December 31 that is at least 18 months after the latest occurrence of a
Potential Change in Control unless earlier terminated as described below.



Article II.

Equity Awards




A. Outstanding Equity Awards. Any and all outstanding unvested equity awards, such as
restricted stock, restricted stock units, stock options, stock appreciation rights, held by you as
of the date of a Change in Control shall automatically vest, be deemed exercisable, be deemed
non-forfeitable (to the extent not previously vested and non-forfeitable) and all restrictions on
such awards shall automatically lapse. This Agreement shall be deemed to be an “employment
agreement” within the meaning of the Company’s equity incentive plan(s) and the applicable award
agreements thereunder, but only with respect to an award granted on or after the date of this
Agreement.


 


 









 





Article III.

Termination of Employment.




A. Qualifying Terminations. If, during the Term of this Agreement and either within
36 months after a Change in Control or within a Potential Change in Control Period (as defined
herein), (1) your employment is terminated by the Company or any successor to the Company for any
reason other than Cause, or (2) you terminate your employment due to Good Reason (a “Qualifying
Termination”), then you will be entitled to receive the severance payments and benefits set
forth in Article IV below; provided, however, that no severance payments shall be made, or
continuing benefits provided, under this Agreement, if any of the following apply:




	 	1.	 	you voluntarily resign or retire from employment other than
timely resignation for Good Reason;
	 
	 	2.	 	you are terminated for Cause;






	 	3.	 	your employment terminates as a result of death or Disability;
or






	 	4.	 	you decline to sign and return the Release Agreement set forth
in Exhibit A hereto within thirty (30) days of your Date of
Termination, or you revoke such Release Agreement within the time provided
therein.





B. Notice of Termination. After a Change in Control or Potential Change in Control,
any purported termination of your employment (other than by reason of death) shall be communicated
by written Notice of Termination from one party hereto to the other party in accordance with
Article VI (G).



C. Other Terminations. This Agreement does not apply to terminations of employment
that occur prior to a Change in Control or after the expiration of 36 months after a Change in
Control and also outside of a Potential Change in Control Period.


 


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Article IV.

Severance Benefits.




A. Severance Benefits. In lieu of any other severance compensation or benefits to
which you may otherwise be entitled under any employment agreement or plan, program, policy or
arrangement of the Company or any subsidiary, entitlement to which you hereby expressly waive, the
Company will pay you the payments described in this Article IV(A) (the “Severance
Payments”) upon a Qualifying Termination. Any Severance Payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local law. The
compensation and benefits provided under this Article IV (A) are as follows:




	 	1.	 	Accrued Compensation. An amount equal to the following
amounts earned or accrued through your Date of Termination, but not paid as of
the Date of Termination:






	 	a.	 	base salary,






	 	b.	 	annual incentive compensation earned for
performance in the prior year that was completed at the Date of
Termination, but which is not yet paid,






	 	c.	 	reimbursement for reasonable and necessary,
properly-receipted expenses incurred by you on behalf of the Company
during the period ending on the Date of Termination, and
	 
	 	d.	 	accrued but unused vacation pay.






For purposes of subsection (b) above, the amount payable shall be determined
by the Company in good faith consistent with the treatment of other
executives of the Company who were not terminated from employment and taking
into past practice.




	 	2.	 	Cash Severance. An amount equal to the sum of the
following amounts:






	 	a.	 	two times the higher of your annual base salary
in effect immediately prior to the occurrence of the event or
circumstance upon which the Notice of Termination is based or your
annual base salary in effect immediately prior to the Change in
Control; and






	 	b.	 	two times the amount of your target annual
incentive compensation for the year in which the Notice of Termination
is given under the annual incentive plan applicable to you as in effect
immediately prior to the occurrence of the event or circumstance giving
rise to the Notice of Termination plus a pro-rated amount of the
aggregate amount of your annual bonus opportunity at the target level
for the year in which the Notice of Termination is given under the
annual incentive plan applicable to you as in effect immediately prior
to the occurrence of the event or circumstances giving rise to the
Notice of Termination, determined by multiplying your target level
bonus amount by a fraction, the numerator of which is the number of
days in the annual performance measurement period through the Date of
Termination and the denominator of which is 365.




 


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	 	3.	 	Continuation of Welfare Benefits. Continuation under
the terms provided to similarly situated active employees, at no cost to you,
of life, medical and dental insurance coverage in which you (or your
dependents) was participating as of the Date of Termination (subject to such
modifications as shall be established for all employees of the Company) until
the earliest of:






	 	a.	 	the eighteen month anniversary of your Date of
Termination;






	 	b.	 	the date you first breach the Release Agreement
or any restrictive covenant hereunder or in any employment or other
agreement with the Company which survives termination of your
employment; or






	 	c.	 	the date you become eligible for comparable
benefits under a similar welfare benefit plan of a successor employer.






If under the terms of the Company’s plan or insurance contract, the Company
is unable to provide you with continued coverage for the intended period,
the Company’s sole obligation shall be to pay you a monthly amount equal to
the Company’s cost of providing such coverage to you as an active employee.
To the extent that your continuation coverage rights under COBRA continue
for more than eighteen months following your Date of Termination you will be
eligible to continue coverage under COBRA for any remaining period.




Notwithstanding the forgoing, at your election or the Company’s election,
the Company will pay you a lump sum amount equal to the cost of such COBRA
coverage for the eighteen month period, and such amount will be grossed up
for income tax purposes and shall be paid in connection with the timing of
severance payments as described below.



B. Timing of Severance Payments. Except as provided in Article IV (D) below, the cash
payments described in Article IV(A) shall be made within the time provided by law. No
reimbursement of expenses under Article IV (A) shall be made after the last day of the year
following the year in which the expense was incurred. The payments described in Article IV
(A)(1)(b) and ARTICLE IV (A) (2) shall be made in a lump sum on the 45th day after your Date of
Termination. In the event that the amount of any payments described in Article IV(A)(1)(b) and
ARTICLE IV (A) (2) cannot be finally determined on or before the due date provided in the prior
sentence, the Company shall pay to you on such day an estimate, as determined in good faith by the
Company, of the minimum amount of such payments and shall pay the remainder of such payments as
soon as the amount thereof can be determined but in no event later than 20 business days after such
due date. In the event that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, you shall be obligated to repay such excess amount on the fifth
business day after demand by the Company.



C. No Mitigation Required. You are not required to seek other employment or to
attempt in any way to reduce any amounts payable to you by the Company hereunder. The amount of
any payment or benefit provided for in this Agreement shall not be reduced by any compensation
earned by you as the result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by you to the Company, or otherwise.


 


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D. Compliance with Code Section 409A. Each of the payments under Article IV(A)(1)(b),
(2) and (3) above are designated as separate payments for purposes of the short-term deferral rules
under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for
involuntary terminations under separation pay plans under Treasury Regulation Section
1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation
Section 1.409A-1(b)(9)(v)(B). As a result, (a) any payments that become vested as a result of a
Qualifying Termination that are made on or before the 15th day of the third month of the calendar
year following the calendar year of the Executive’s termination, (b) any additional payments that
are made on or before the last day of the second calendar year following the year of the
Executive’s termination and do not exceed the lesser of two times Base Salary or two times the
limit under Code Section 401(a)(17) then in effect, and (c) the payment of medical expenses within
the applicable COBRA period, are intended to be exempt from the requirements of Section 409A of the
Code. If you are designated as a “specified employee” within the meaning of Section 409A of the
Code, then to the extent that any deferred compensation payments to be made under any provision of
this Agreement during the first six month period following your separation from service (within the
meaning of Section 409A of the Code), exceed such exempt amounts (whether specified in the
preceding sentence or determined under applicable rules and regulations), the payments shall be
withheld and the amount of the payments withheld will be paid in a lump sum, together with interest
on the unpaid amount at a rate equal to the short-term applicable federal rate (with semiannual
compounding) established by the Internal Revenue Service under Section 1274(b)(2)(B) of the Code
and in effect at the date the amount would have been paid but for the delay hereunder, on the first
business day of the seventh month after your separation from service. The parties hereto intend
that, to the maximum extent practicable, the rights to payment hereunder shall not give rise to
constructive receipt of compensation prior to payment or to tax penalties under Section 409A of the
Code. Accordingly, the Company shall have no right to accelerate payments if and to the extent that
such right or an actual acceleration would result in such constructive receipt or tax penalties
under Section 409A of the Code, and provisions of this Agreement shall be interpreted and construed
in a manner which complies with requirements of Section 409A of the Code so as to avoid such
constructive receipt and tax penalties. The Company shall have the right to modify this Agreement
to comply with Section 409A of the Code without obtaining your written consent.



E. Gross-Up for Excise Tax and Related Provisions. In the event you become entitled
to any amounts payable under this Agreement or under any other agreement, policy, plan, program or
arrangement, or the lapse or termination of any restriction under any agreement, policy, plan,
program or arrangement (the “Payments”), if any of such Payments are subject to the tax
(the “Excise Tax”) imposed by Section 4999 of the Code by reason of being considered
“contingent on a change in ownership or control” of the Company within the meaning of Section 280G
of the Code, or any similar federal, state or local tax that may hereafter be imposed, the Company
shall pay to you an additional amount (the “Gross-Up Payment”) such that the net amount
retained by you, after deduction of the total of (i) any Excise Tax on the Payments (as
hereinafter defined) and (ii) federal, state and local income tax (taking into account the loss of
itemized deductions) other than interest and additional taxes under Section 409A of the Code (or
similar state or local taxes), and employment tax and Excise Tax upon the payment provided for by
this Article IV(E), shall be equal to the Payments. Such Gross-Up amount shall be paid to you
within 60 days of the date of Change in Control.




	 	1.	 	Notwithstanding any other provision of this Article IV (E), if
no Excise Tax would apply if the Payments were reduced by 10%, then the
Payments shall be reduced by the amount necessary to avoid application of
the Excise Tax, and no Gross-Up Payment will be made. Such reduction shall
apply first to those Payments which have the lowest present value to you.




 


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	 	2.	 	Unless the Company and the Executive otherwise agree in
writing, any determination required under this Article IV(E) shall be made in
writing by nationally recognized independent public accountants agreed to by
you and the Company (the “Accounting Firm”), whose determination shall
be conclusive and binding upon Executive and the Company for all purposes. For
purposes of making the calculations required by this Article IV(E), the
Accounting Firm may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Company
and you shall each furnish to the Accounting Firm such information and
documents as the Accounting Firm may reasonably request in order to make a
determination hereunder. The Company shall bear all costs the Accounting Firm
may reasonably incur in connection with any calculations contemplated
hereunder. The Accounting Firm shall be required to provide its determination
within 60 days after the Date of the Change in Control, and the Company shall
be responsible for any income tax, penalty or interest liability incurred as a
result of the date the Gross-Up Payment is made.






	 	3.	 	If the Accounting Firm determines that no Excise Tax is payable
by you, it will, at the same time as it makes such determination, furnish the
Company and you a non-reliance opinion that you have a reasonable basis not to
report any Excise Tax on your federal, state or local income or other tax
return. If the Accounting Firm determines that an Excise Tax will (or would,
but for reduction in the Payment) be payable by you, it will, at the same time
as it makes such determination, furnish the Company and you the detailed basis
for such opinion. Subject to Article IV (D), the Company will make the
Gross-Up Payment within five days thereafter.






	 	4.	 	In the event that the Excise Tax is subsequently determined,
either by the Accounting Firm or the Internal Revenue Service, to be less than
the amount determined hereunder, you shall repay to the Company, within five
business days after the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction
(plus the portion of the Gross-Up Payment attributable to the Excise Tax and
federal and state and local income tax imposed on the Gross-Up Payment being
repaid by you to the extent that such repayment results in a reduction in
Excise Tax and/or federal and state and local income tax deduction) plus
interest on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is subsequently
determined, either by the Accounting Firm or the Internal Revenue Service, to
exceed the amount 




 


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taken into account hereunder (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment or by reason
of required redetermination of the of the parachute payment), the Company
shall (subject to Article IV(D)) make an additional gross-up payment in
respect of such excess within five days after the time that the amount of
such excess is finally determined. In the event that the subsequent
determinations as to the Excise Tax affect the calculations relating to
Article IV (E)(1), such amounts will be recalculated and the provisions of
this Article IV(E)(3) applied based on the revised calculations, with
interest applied to any payments by either party at the rate provided in
Section 1274(b)(2)(B) of the Code.




	 	5.	 	Notwithstanding the preceding rules of this Article IV(E) the
Gross-Up payments shall be made not later than the end of the year next
following the in which you remit the related taxes to the applicable taxing
authorities. In all events the additional gross-up payment shall be made not
later than the end of the year following the year in which the taxes that are
the subject of an audit or litigation are remitted to the applicable taxing
authority, or where as a result of such audit or litigation no taxes are
remitted, the end of the year following the year in which the audit is
completed or there is a final and nonappealable settlement or other resolution
of the litigation.





Article V.

Restrictive Covenants




A. Cooperation. You shall reasonably cooperate with and assist the Company and its
counsel at any time and in any manner reasonably required by the Company or its counsel (with due
regard for your other commitments if he is not employed by the Company) in connection with any
litigation or other legal process affecting the Company of which you have knowledge as a result of
your employment with the Company (other than any litigation with respect to this Agreement). In
the event of such requested cooperation, the Company shall reimburse your reasonable out of pocket
expenses.



You shall provide the Company prompt notice of any claim by or other correspondence from the
Internal Revenue Service relating to the amount of Excise Tax and will provide the Company with a
reasonable opportunity to contest any claim for Excise Tax. You will take such action in
connection with contesting such claim as the Company shall reasonably request in writing from time
to time, including without limitation accepting legal representation with respect to such claim by
an attorney competent in respect of the subject matter and reasonably selected by the Company;
provided, however, that the Company will bear and pay directly all costs and expenses (including
interest and penalties) incurred in connection with such contest and will indemnify you and hold
you harmless, on an after-tax basis, for and against any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such contest and any such
payments.


 


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B. Non-Disparagement. You will not criticize, defame, be derogatory toward or
otherwise disparage the Company (or the Company’s past, present and future officers, directors,
stockholders, attorneys, agents, representatives, employees or affiliates), or its or their
business plans or actions, to any third party, either orally or in writing; provided, however, that
this provision will not preclude you from giving testimony in response to a lawful subpoena or
preclude any conduct protected under 18 U.S.C. Section 1514A(a) or any similar state or federal law
providing “whistleblower” protection to you.



C. Non-Competition. In consideration for the severance compensation and continued
benefits provided in Article IV(A) above, and at the option of any potential acquirer at the time
of a Change in Control, you agree to be subject to the Noncompetition Agreement attached hereto as
Exhibit B for a period of one year following a Qualifying Termination



Article VI.

Certain Definitions




Whenever used herein, the following terms shall have their respective meanings set forth
below.



A. “Cause” for termination by the Company of your employment shall mean




	 	1.	 	the willful and continued failure by you to substantially
perform your duties with the Company (other than any such failure resulting
from your incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by you) for a period of at least 30 consecutive days after a written
demand for substantial performance is delivered to you by the Board, which
demand specifically identifies the manner in which the Board believes that you
have not substantially performed your duties,






	 	2.	 	fraud or dishonesty relating to your employment, or your
willful misconduct or gross negligence, which conduct is materially injurious
to the Company or its reputation, monetarily or otherwise; or






	 	3.	 	your willful violation of Company policies, which conduct is
materially injurious to the Company or its reputation, monetarily or otherwise,
or






	 	4.	 	you are convicted of, or have entered a plea of nolo contendere
to, a felony.






For purposes of clauses (1) and (2) of this definition, no act, or failure to act,
on your part shall be deemed “willful” unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your act, or failure to act,
was in the best interest of the Company.


 


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B. A “Change in Control” shall be deemed to have occurred if, during the term of this
Agreement, on the earliest to occur of the following dates:




	 	1.	 	The date any Person, or more than one Persons acting as a
Group, acquires beneficial ownership of the stock of the Company that, together
with stock held by such Person or Group, constitutes more than fifty percent
(50%) or more of the total fair market value or total voting power of the then
outstanding stock of the Company;






	 	2.	 	The date of consummation of a merger or consolidation of the
Company with any other corporation other than (i) a merger or consolidation
which would result in the stock of the company outstanding immediately prior
thereto continuing to beneficially represent at least fifty-one percent (51%)
of the combined voting power of the stock of the Company or the surviving
entity outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the Company
in which no Person or Group acquires more than 50% of the combined voting power
of the Company’s then outstanding stock;






	 	3.	 	The date that any Person, or more than one Person acting as a
Group, acquires all or substantially all of the assets of the Company; or






	 	4.	 	The date that the incumbent members of the Board of Directors
as of the date of this Agreement cease for any reason to constitute at least a
majority of the Board, provided that any new director whose nomination or
election is approved by a majority of the then-incumbent directors shall be
deemed, for purposes of this provision, an “incumbent” member of the Board.





If any one Person, or Persons acting as a Group, is considered to effectively control the
Company as described in subsections (1) or (4) above, the acquisition of additional control by the
same Person or Persons is not considered to cause a Change in Control.



C. “Date of Termination” shall mean the date specified in the Notice of Termination
which, in the case of a Termination by the Company (other than a Termination for Cause), shall not
be less than 30 days from the date such Notice of Termination is given and, in the case of a
Termination by you, shall not be less than 15 nor more than 60 days from the date such Notice of
Termination is given.



D. “Disability” shall have the meaning stated in the Company’s short- and long-term
disability plans as in effect immediately prior to a Change in Control.



E. “Good Reason” for Termination of your employment will mean the occurrence, without
your express written consent, of any one of the following unless such circumstances are fully
corrected prior to the Date of Termination specified in the Notice of Termination given in respect
thereof:




	 	1.	 	the assignment to you of any duties inconsistent with your
status as an officer of the Company or a material diminution in the nature or
status of
your responsibilities (including reporting responsibilities), from those in
effect immediately prior to the Change in Control;




 


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	 	2.	 	a material reduction by the Company in your annual base salary
in effect immediately prior to the Change in Control or as the same may be
increased from time to time;






	 	3.	 	the relocation of the principal place of your employment to a
location that is both more than 50 miles from the location of such place of
employment immediately prior to the Change of Control and more than 50 miles
from your then-current principal place of residence; except for required travel
on the Company’s business to an extent substantially consistent with your
business travel obligations prior to the Change in Control or, if you have
consented to such a relocation, the failure by the Company to provide you with
materially all of the benefits of the Company’s relocation policy as in
operation immediately prior to a Change in Control;
	 
	 	4.	 	the Company’s material breach of this Agreement; or






	 	5.	 	the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Article VII hereof.






Notwithstanding the foregoing, the occurrence of an event that would otherwise
constitute Good Reason hereunder shall cease to be an event constituting Good Reason
if Notice of Termination is not timely provided to the Company by you within 90 days
of the date that you first become aware (or reasonably should have become aware) of
the occurrence of such event. Such Notice of Termination shall specify your Date of
Termination, which date shall not be earlier than 30 days nor more than 60 days
after the date of the Notice of Termination. The Company may fully correct the
event(s) constituting Good Reason within a reasonable period of time (not less than
30 days) specified in the Notice of Termination, in which case your Notice of
Termination for Good Reason shall automatically be withdrawn and of no effect. Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any act or failure to act constituting Good Reason hereunder prior to 90
days after such action or failure to act.



F. “Group” shall have the meaning set forth in Rule13d-5 of the Securities and
Exchange Commission (“SEC”), modified to the extent necessary to comply with Treasury
Regulation Section 1.409A-3(i)(5), or any successor thereto in effect at the time a determination
of whether a Change in Control has occurred is being made.



G. “Notice of Termination” shall mean notice indicating the specific termination
provision in this Agreement relied upon and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment under the provision so
indicated.


 


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H. “Person” shall mean an individual, company, association, joint-stock company,
business trust or other similar organization, partnership, limited liability company, joint
venture, trust, unincorporated organization or government or agency, instrumentality or political
subdivision thereof; provided that a “person” shall not include (i) the Company or any of its
subsidiaries; (ii) Charles K. Narang, his family members or relatives, trusts primarily for the
benefit of Mr. Narang, his family members or relatives, or any entity controlled by Mr. Narang, his
family members or relatives, or (iii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries.



I. A “Potential Change in Control” shall be deemed to have occurred if, during the
term of this Agreement:




	 	1.	 	The Company enters into a written agreement, the consummation
of which would result in a Change in Control; or






	 	2.	 	The Company or any person publicly announces an intention to
take or to consider taking actions which, if consummated, would constitute a
Change in Control; or






	 	3.	 	Any Person who is or becomes the beneficial owner, directly or
indirectly, of stock of the Company representing 10% or more of the combined
voting power of the Company’s then outstanding securities (except, if the
beneficial owner is an institutional investor eligible to file Schedule 13G in
respect of the Company under Rule 13d-1(b), this threshold shall be 15%),
thereafter increases such Person’s beneficial ownership of such stock by 5% or
more; or






	 	4.	 	The Board adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control has occurred.





J. “Potential Change in Control Period” shall commence upon the occurrence of a
Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if
earlier (a) with respect to a Potential Change in Control occurring pursuant to Article VI(I)(1);
immediately upon the abandonment or termination of the applicable agreement; (b) with respect to a
Potential Change in Control occurring pursuant to Article VI(I)(2), immediately upon a public
announcement by the Company that it has abandoned its intention to take or consider taking actions
which, if consummated, would result in a Change in Control; or (iii) with respect to a Potential
Change in Control occurring pursuant to Article VI(I)(3) or (4), upon the 18 month anniversary of
the occurrence of a Potential Change in Control (or, in the case of a Potential Change in Control
occurring pursuant to Article VI(I)(4), such earlier date as may be determined by the Board). In
addition to the foregoing, your termination of employment by the Company at the request of a third
party in contemplation of a Change in Control or Potential Change in Control shall be deemed to
have occurred within a Potential Change in Control Period.


 


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Article VII.

Miscelleaneous.




A. Costs of Proceedings. In the event of any litigation or other dispute between the
Company and you with respect to the subject matter of this Agreement, you shall be entitled to
recover your attorney fees and expenses, unless you do not substantially prevail in such matter.



B. Successors. The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company 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 had
taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.



C. Binding Agreement. This Agreement shall be binding upon, and shall inure to the
benefit of, you and the Company, and your and their respective permitted successors and assigns
(including, upon your death, your personal or legal representatives, executors, administrators,
heirs, distributees, devisees and legatees).



D. Notice. Notices and all other communications provided for in this Agreement shall
be in writing and shall be deemed to have been duly given when (i) personally delivered or (ii)
mailed by United States certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this Agreement; provided that
all notice to the Company shall be directed to the attention of the Board with a copy to the
General Counsel of the Company, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address shall be effective
only upon receipt.



E. Modifications. Except as otherwise set forth in this Agreement, 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 you and such officer as may be designated by the Board. The
Company may amend this Agreement without your written consent if such amendment would not
materially and adversely affect your rights under this Agreement. 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 time or at any prior or subsequent time.



F. Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO ITS
CONFLICTS OF LAW PRINCIPLES.



G. Surviving Obligations. The obligations of the Company and your obligations under
this Agreement shall survive the expiration of this Agreement to the extent necessary to give
effect to this Agreement.


 


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H. Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



I. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and the same instrument.



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



If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the
Company the enclosed copy of this letter, which will then constitute our agreement on this subject.



	 	 	 	 	 	 	 	 	 
	 	 	NCI, Inc.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/S/ CHARLES K. NARANG	 	March 9, 2012
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Charles K. Narang
	 	Date
	 

	 	 	 	Title:
	 	Chief Executive Officer
	 	 






Agreed to this 9th  day of March, 2012.



	 	 	 
	/S/
Brian J. Clark

	 	 
	 	 	 
	Name
	 	 







 


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