exv10w15






Exhibit 10.15




BOOZ ALLEN HAMILTON HOLDING CORPORATION

ANNUAL INCENTIVE PLAN

(Effective as of October 1, 2010)




SECTION 1. PURPOSE



     The purposes of the Plan are to enable the Company and its Subsidiaries to attract, retain,
motivate and reward the best qualified executive officers and key employees by providing them with
the opportunity to earn competitive compensation directly linked to the Company’s performance.



SECTION 2. DEFINITIONS




     Unless the context requires otherwise, the following words as used in the Plan shall have the
meanings ascribed to each below, it being understood that masculine, feminine and neuter pronouns
are used interchangeably and that each comprehends the others.




     (a) “Act” means the Securities Exchange Act of 1934, as amended.




     (b) “Board” means the Board of Directors of the Company.




     (c) “Committee” means the Compensation Committee of the Board or such other
committee or subcommittee of the Board or the Compensation Committee as the Board or
Compensation Committee shall designate from time to time. To the extent Section 162(m) is
applicable to the Company and the Plan, and for those awards intended to qualify as
performance-based compensation under Section 162(m), the Committee shall consist of two or
more members, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3,
as promulgated under the Act, and an “outside director” within the meaning of Section
162(m).




     (d) “Common Stock” means the class A common stock of the Company, par value
$0.01 per share, and such other class of stock into which such common stock is hereafter
converted or exchanged.




     (e) “Company” means Booz Allen Hamilton Holding Corporation.




     (f) “Company Approved Departure” means a termination of employment that the
Company (through the members of its senior management), in its sole discretion, determines
to be in the best interest of the Company and the Company’s approval of such termination as
a Company Approved Departure is approved or ratified by the Board or the Committee.








 









 












     (g) “Covered Employee” shall have the meaning set forth in Section 162(m).




     (h) “Disability” means “disability,” as such term is defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.




     (i) “Equity Incentive Plan” means the Amended and Restated Equity Incentive
Plan of Booz Allen Hamilton Holding Corporation, as amended from time to time.




     (j) “Participant” means (i) each executive officer of the Company and
(ii) each other employee of the Company or a Subsidiary whom the Committee
designates as a participant under the Plan.




     (k) “Performance Period” means each fiscal year or another period as
designated by the Committee, so long as such period does not exceed one year.




     (l) “Plan” means this Booz Allen Hamilton Holding Corporation Annual Incentive
Plan, as set forth herein and as may hereafter be amended from time to time.




     (m) “Section 162(m)” means Section 162(m) of the Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations promulgated thereunder.




     (n) “Subsidiary” means any business entity in which the Company owns, directly
or indirectly, fifty percent (50%) or more of the total combined voting power of all
classes of stock entitled to vote, and any other business organization, regardless of form,
in which the Company possesses, directly or indirectly, 50% or more of the total combined
equity interests.



SECTION 3. AWARDS





     (a) Performance Criteria. The Committee shall establish the performance
objective or objectives that must be satisfied in order for a Participant to receive an
award for a Performance Period; provided that to the extent Section 162(m) is
applicable to the Company and the Plan, and for those awards intended to qualify as
performance-based compensation under Section 162(m), the Committee shall establish the
objective or objectives that must be satisfied in order for a Participant to receive an
award for a Performance Period prior to the 91st day of the Performance Period
(or such other date as may be required or permitted under Section 162(m)) but not later
than the date on which 25% of the performance period has lapsed. When Section 162(m) is
applicable to



2









 







the Company and the Plan, unless the Committee determines at the time of grant not to
qualify the award as performance-based compensation under Section 162(m), any such
performance objectives will be based upon the relative or comparative achievement of one or
more of the following criteria, whether in absolute terms or relative to the performance of
one or more similarly situated companies or a published index covering the performance of a
number of companies, as determined by the Committee for the Performance Period: earnings
before interest, taxes, depreciation and amortization; operating earnings; net earnings;
income; earnings before interest and taxes; total shareholder return; return on the
Company’s assets; increase in the Company’s earnings or earnings per share; revenue growth;
share price performance; return on invested capital; operating income; pre- or post-tax
income; net income; economic value added; profit margins; cash flow; improvement in or
attainment of expense or capital expenditure levels; improvement in or attainment of
working capital levels; return on equity; debt reduction; gross profit; market share; cost
reductions; workforce satisfaction and diversity goals; workplace health and safety goals;
employee retention; completion of key projects and strategic plan development and/or
implementation; job profit or performance against a multiplier; or, in the case of persons
who are not Covered Employees, such other criteria as may be determined by the Committee.
Performance objectives may be established on a Company-wide basis or with respect to one or
more business units, divisions, Subsidiaries, or products; and in either absolute terms or
relative to the performance of one or more comparable companies or an index covering
multiple companies.




When establishing performance objectives for a Performance Period, the Committee may
exclude any or all “extraordinary items” as determined under U.S. generally accepted
accounting principles and as identified in the financial statements, notes to the financial
statements or management’s discussion and analysis in the annual report, including, without
limitation, the charges or costs associated with restructurings of the Company or any
Subsidiary, discontinued operations, extraordinary items, capital gains and losses,
dividends, share repurchase, other unusual or non-recurring items, and the cumulative
effects of accounting changes. Except in the case of awards intended to qualify as
performance-based compensation under Section 162(m), the Committee may also adjust the
performance objectives for any Performance Period as it deems equitable in recognition of
unusual or non-recurring events affecting the Company, changes in applicable tax laws or
accounting principles, or such other factors as the Committee may determine (including,
without limitation, any adjustments that would result in the Company paying non-deductible
compensation to a Participant).



3









 






     (b) Maximum Amount Payable. If the Committee certifies in writing that any of
the performance objectives established for the relevant Performance Period under Section
3(a) has been satisfied, each Participant who is employed by the Company or one of its
Subsidiaries on the last day of the Performance Period for which the award is payable shall
be entitled to receive an annual award in an amount not to exceed US $5,000,000. If a
Participant’s employment terminates for any reason other than for cause (including, without
limitation, his death, disability, retirement under the terms of any retirement plan
maintained by the Company or a Subsidiary or Company Approved Departure) prior to the last
day of the Performance Period for which the award is payable, the maximum award payable to
such Participant under the preceding sentence shall be multiplied by a fraction, the
numerator of which is the number of days that have elapsed during the Performance Period in
which the termination occurs prior to and including the date of the Participant’s
termination of employment and the denominator of which is the total number of days in the
Performance Period.




     (c) Termination of Employment. Unless otherwise determined by the Committee
in its sole discretion at the time the performance criteria are selected for a particular
Performance Period in accordance with Section 3(a), if a Participant’s employment
terminates for any reason prior to the date on which the award is paid hereunder, such
Participants shall forfeit all rights to any and all awards that have not yet been paid
under the Plan; provided that if a Participant’s employment terminates as a result
of death, Disability or Company Approved Departure, the Committee shall give consideration
at its sole discretion to the payment of a partial award with regard to the portion of the
Performance Period worked. Notwithstanding the foregoing, if a Participant’s employment
terminates for any reason prior to the date on which the award is paid hereunder, the
Committee, in its discretion, may waive any forfeiture pursuant to this Section 3 in whole
or in part but, to the extent Section 162(m) is applicable to the Company and the Plan, may
not waive satisfaction of the performance objectives with respect to any Covered Employee.




     (d) Negative Discretion. Notwithstanding anything else contained in Section
3(b) to the contrary, the Committee shall have the right, in its absolute discretion,
(i) to reduce or eliminate the amount otherwise payable to any Participant under
Section 3(b) based on individual performance or conduct or any other factors that the
Committee, in its discretion, shall deem appropriate and (ii) to establish rules or
procedures that have the effect of limiting the amount payable to each Participant to an
amount that is less than the maximum amount otherwise authorized under Section 3(b).




     (e) Affirmative Discretion. Notwithstanding any other provision in the Plan
to the contrary (including, without limitation, the maximum amounts



4









 







payable under Section 3(b)), but subject in the case of awards paid in shares of the
Company’s Common Stock or other awards under the Equity Incentive Plan to the maximum
number of shares available for issuance under the Equity Incentive Plan, (i) the
Committee shall have the right, in its discretion, to grant any annual award in cash, in
shares of the Company’s Common Stock, in other awards under the Equity Incentive Plan or in
any combination thereof, to any Participant (except for a Participant who is a Covered
Employee, to the extent Section 162(m) is applicable to the Company and the Plan) for the
year in which the amount paid would ordinarily be deductible by the Company for federal
income tax purposes in an amount up to the maximum award payable under Section 3(b), based
on individual performance or any other criteria that the Committee deems appropriate and
(ii) in connection with the hiring of any person who is or becomes a Covered
Employee, the Committee may provide for a minimum award amount in any Performance Period,
regardless of whether performance objectives are attained.



SECTION 4. PAYMENT




     Except as otherwise provided hereunder, payment of any award amount determined under Section 3
shall be made to each Participant as soon as practicable after the Committee certifies that one or
more of the applicable performance objectives have been attained (or, in the case of any award
payable under the provisions of Section 3(d), after the Committee determines the amount of any such
award) and in any event no later than two and a half months after the end of the fiscal year in
which the Performance Period ends. The Committee shall determine whether any bonus payable under
the Plan is payable in cash, in shares of Common Stock (including, but not limited to, restricted
common stock or restricted stock units) or other awards under the Equity Incentive Plan, or in any
combination thereof. The Committee shall have the right to impose whatever conditions it deems
appropriate with respect to the award of shares of Common Stock or other awards, including
conditioning the vesting of such shares or other awards on the performance of additional service.



SECTION 5. GENERAL PROVISIONS





     (a) Administration. The Committee shall be responsible for the administration
of the Plan; provided that, in no event shall the Plan be interpreted in a manner
that would cause any award intended to be qualified as performance-based compensation under
Section 162(m) to fail to so qualify. The Committee shall establish the performance
objectives for any fiscal year or other Performance Period determined by the Committee in
accordance with Section 3 and certify whether such performance objectives have been
obtained. The Committee may prescribe, amend and rescind rules and regulations relating to
the administration of the Plan and make all other determinations necessary or advisable for
the administration and interpretation of the Plan. Any authority exercised by the



5









 







Committee under the Plan shall be exercised by the Committee in its sole discretion.
Determinations, interpretations or other actions made or taken by the Committee under the
Plan shall be final, binding and conclusive for all purposes and upon all persons.




     (b) Delegation by the Committee. All of the powers, duties and
responsibilities of the Committee specified in this Plan may be exercised and performed by
the Committee or any duly constituted committee thereof to the extent authorized by the
Committee to exercise and perform such powers, duties and responsibilities, and any
determination, interpretation or other action taken by such committee shall have the same
effect hereunder as if made or taken by the Committee; provided that, to the extent
Section 162(m) is applicable to the Company and the Plan, the Committee shall in no event
delegate its authority with respect to the compensation of any Covered Employee.




     (c) Tax Withholding. The Company shall have the power to withhold, or to
require the Participant to remit to the Company, an amount in cash sufficient to satisfy
all U.S. federal, state, local and any non-U.S. withholding tax or other governmental tax,
charge or fee requirements in respect of any payment under the Plan.




     (d) No Guarantee of Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s employment at any
time, or confer upon any Participant any right to continue in the employ or retention of
the Company.




     (e) Unfunded Plan; Plan Not Subject to ERISA. The Plan is an unfunded plan
and Participants shall have the status of unsecured creditors of the Company. The Plan is
not intended to be subject to the Employee Retirement Income and Security Act of 1974, as
amended.




     (f) Freedom of Action. Nothing in the Plan shall be construed as limiting or
preventing the Company or any of its affiliates from taking any action that it deems
appropriate or in its best interest (as determined in its sole and absolute discretion) and
no Participant (or person claiming by or through a Participant) shall have any right
relating to the diminishment in the value of any award or any associated return as a result
of any such action. The foregoing shall not constitute a waiver by a Participant of the
terms and provisions of the Plan.




     (g) Forfeiture of Award Amounts.




(i) Forfeiture for Financial Reporting Misconduct. If the Company
is required to prepare an accounting restatement due to material
noncompliance by the Company with any financial



6









 







reporting requirement under the securities laws, (x) with respect
to any Participant who either knowingly or grossly negligently engaged in
the misconduct or knowingly or grossly negligently failed to prevent the
misconduct as determined by the Committee or is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
Act of 2002, such Participant shall forfeit and disgorge to the Company
any award amounts (A) received during the twelve (12)-month period
following the filing of the financial document embodying such financial
reporting requirement or (B) earned based on the materially
non-complying financial reporting, and (y) with respect to any
Participant who is a current or former executive officer of the Company
(as defined under the Securities Exchange Act of 1934) who received
incentive compensation under the Plan during the three-year period
preceding the date on which the Company is required to prepare such
accounting restatement, based on erroneous data, in excess of what would
have been awarded or paid to such Participant under such accounting
restatement, such Participant shall forfeit and disgorge to the Company
such excess incentive compensation.




(ii) Forfeiture under Applicable Laws or Regulations. In addition
to forfeiture for the reasons specified in subsection (i) of this Section
5(g), the Participant shall forfeit and disgorge to the Company any award
amounts to the extent required by applicable law or regulations in effect
on or after the effective date of the Plan.




     (h) Term of Plan. The Plan shall be effective with respect to fiscal periods
beginning on or after October 1, 2010; provided that, unless otherwise determined
by the Board, it is intended that the material terms of the performance objectives under
this Plan and the maximum amount of compensation payable to a Covered Employee will be
disclosed to and reapproved by the Company’s shareholders at the Company’s annual meeting
of shareholders in 2014 to the extent necessary to continue to qualify the amounts payable
hereunder to Covered Employees as performance-based compensation under Section 162(m).




     (i) Amendment or Alteration. Notwithstanding Section 5(a), the Board or the
Committee may at any time amend, suspend, discontinue or terminate the Plan; provided
that no such action shall be effective without approval by the shareholders of the
Company to the extent necessary to continue to qualify the amounts payable hereunder to
Covered Employees as performance-based compensation under Section 162(m).



7









 






     (j) Severability. The holding of any provision of this Plan to be illegal,
invalid or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Plan, which shall remain in full force and effect.




     (k) Assignment. Except as otherwise provided in this Section 5(k), this Plan
shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, representatives, successors and assigns. Neither this Plan nor any right or
interest hereunder shall be assignable by the Participant, his beneficiaries, or legal
representatives; provided that nothing in this Section 5(k) shall preclude the
Participant from designating a beneficiary to receive any benefit payable hereunder upon
his death, or the executors, administrators or other legal representatives of the
Participant or his estate from assigning any rights hereunder to the person or persons
entitled thereunto. This Plan shall be assignable by the Company to a Subsidiary or
Affiliate of the Company; to any corporation, partnership or other entity that may be
organized by the Company, its general partners or its Participants as a separate business
unit in connection with the business activities of the Company or Participants; or to any
corporation, partnership or other entity resulting from the reorganization, merger or
consolidation of the Company with any other corporation, partnership or other entity, or
any corporation, partnership, or other entity to or with which all or any portion of the
Company’s business or assets may be sold, exchanged or transferred.




     (l) No Attachment. Except as required by law, no right to receive payments
under this Plan 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, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no effect.




     (m) Headings. The Section headings appearing in this Plan are used for
convenience of reference only and shall not be considered a part of this Plan or in any way
modify, amend, or affect the meaning of any of its provisions.




     (n) Rules of Construction. Whenever the context so requires, the use of the
masculine gender shall be deemed to include the feminine and vice versa, and the use of the
singular shall be deemed to include the plural and vice versa. That this Plan was drafted
by the Company shall not be taken into account in interpreting or construing any provision
of this Plan.




     (o) Governing Law. This Plan and its enforcement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise



8









 







refer construction or interpretation of this Plan to the substantive law of another
jurisdiction.




9