EX-10.28





 Exhibit 10.28 

 
 



 
 December 15, 2016 

Charles Anderson 
 Dear Chuck: 

Congratulations! PAE is pleased to offer you the position of President, Technical Services, reporting to Karl Williams, Chief Operating Officer (COO) in
Arlington, Virginia. 
 Your start date will be determined upon acceptance of this offer and your starting wage will be $15,384.62 bi-weekly, less applicable tax withholdings and other legally required deductions, or $400,000.00 if annualized. This position is a full time position and is classified as “exempt” for purposes of the wage
and hour laws. Therefore, your salary is intended to cover all hours worked and you are not entitled to overtime pay for hours worked over forty (40) in a work week. You will be eligible for the benefits plans in place for executives at this
location. 
 You will participate in the Leadership Incentive Compensation Plan (LICP). Your LICP opportunity for the 2017 fiscal year is 75% of your annual
base salary, which will be pro-rated based on the number of days you are a participant during the year. Payout is based on a combination of PAE’s financial performance and your personal contributions. To
the extent earned, payout, subject to applicable taxes and withholdings, is typically made in March following the plan year. You will receive documentation describing the terms and conditions of your LICP participation after you begin employment.
This position is also eligible for a long term incentive plan which consists of performance units. You will receive 634,607 performance units subject to the terms and conditions in the company’s 2016 participation plan with a grant value of
$1.00 per unit. Details of this plan will be provided to you in a plan participation letter upon hire. 
 You will also receive a one-time sign-on bonus of $350,000.00, less applicable tax withholdings and other legally required deductions. By accepting this offer, you agree that you will be responsible
for repaying the entire bonus amount to PAE should you voluntarily terminate your employment with PAE prior to completing one full year of service with PAE. You further authorize PAE to deduct from any pending wages or expense reimbursements due to
you upon termination either all or any portion of the amount you owe PAE from the bonus, to the maximum extent permitted by applicable law. This includes but is not limited to making deductions from any payments otherwise due to you, such as for
unused PTO. 
 Additionally, if you remain an active employee in good standing, you will receive a retention bonus in the amount of $200,000.00 less
applicable tax withholdings. Payments for this retention will be over two years within 30 days following your anniversary date as follows: payment 1 in the amount of $100,000.00 paid after twelve months of service; payment 2 in the amount of
$100,000.00 paid after twenty-four months of service.. Provided, however, that if the company terminates your employment involuntarily for reasons other than cause, you will receive the full retention payment within thirty days of your termination
effective date. If there is a change in control prior to the third anniversary, you will be owed a pro-rated calculation of the retention for your days of active employment upon the event for any remaining
amount owed. 

  
  

1320 North Courthouse Road, STE 800; Arlington VA, 22201 













 



 
  
 As one of PAE’s senior executives, you will be
eligible for 20 days of vacation per year as well as reimbursement of up to $2,000.00 annually in tax or financial planning assistance costs. You are also eligible to receive an annual reimbursement limited to $800.00 for up to two executive airline
clubs at your discretion. 
 Should your employment be terminated by the Company for reasons other than cause, disability, or death, you will be eligible
for severance equal to twelve (12) months of your base compensation at the time of termination, subject to the execution of an appropriate release. 

Please understand that this offer of employment cannot be construed as an employment agreement and is not intended to imply any specific term of employment.
Employment with PAE is “At-Will”, which means you’re your employment can be terminated by either PAE or you for any reason, at any time, with or without notice and without any severance
obligation other than as expressly set forth in this offer letter. 
 All offers are contingent upon your satisfactory completion of our pre-employment screening process that includes drug testing and/or security processing as required for your position. Please carefully review the requirements included with this letter as they contain important
information, some of the conditions of your employment and other possible contingencies. 
 Please let us know your decision about this offer of
employment within three days. If you choose to accept our employment offer, please sign electronically below. If we can answer any questions or provide additional information, please call Patricia Munchel, at (703)
717-6152. We look forward to hearing from you! 
 Sincerely, 

 

	
	/s/ Patricia Munchel
	Patricia Munchel
	Senior Vice President, Human Resources


  
  

1320 North Courthouse Road, STE 800; Arlington VA, 22201 













 



 
  
 WAGE DEDUCTION AUTHORIZATION
AGREEMENT 
 TO RECOVER SIGN-ON BONUS 

On or about January 30, 2017 PAE (the “Company”) paid me $350,000.00, less applicable tax withholdings and other legally required deductions,
as a one-time sign-on bonus (the “Bonus”) following my acceptance of the Company’s offer of employment on
                        . I understand that in the event I voluntarily resign my employment prior to completing one full
year of continuous service with PAE, I agree to repay the Company $350,000.00, which is the total amount of the Bonus I received. I hereby voluntarily authorize the Company to deduct the Bonus from any pending wages or expense reimbursements due to
me upon termination, to the maximum extent permitted by applicable law. This includes, but is not limited to, making deductions from any payments otherwise due to me, such as for unused paid time off. 

By my signature below, I affirm that I consent to the payroll deduction(s) to recover the Bonus provided to me by the Company. This authorization is freely
given. I understand that I am not required to provide this authorization as a condition of my employment with the Company. I further affirm that I have freely and voluntarily signed this Wage Deduction Authorization Agreement to Recover Sign-On Bonus. 
 Employee Printed Name:
                                         
                
 Signature:
                                        
Date:                              

  
  

1320 North Courthouse Road, STE 800; Arlington VA, 22201