exv4w1



 



Exhibit 4.1



ANTEON INTERNATIONAL CORPORATION



SUPPLEMENTAL RETIREMENT SAVINGS PLAN



EFFECTIVE AS OF JANUARY 1, 2004




 







 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 	 	
	 
	 	ARTICLE 1 INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	 	 	1.1 Purpose of Plan
	 	 	1	 
	 	 	1.2 Status of Plan
	 	 	1	 
	 
	 	 	 	 
	 	ARTICLE 2 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	 	 	2.1 “Account”
	 	 	1	 
	 	 	2.2 “Administrator”
	 	 	1	 
	 	 	2.3 “Board”
	 	 	1	 
	 	 	2.4 “Beneficiary”
	 	 	1	 
	 	 	2.5 “Bonus”
	 	 	1	 
	 	 	2.6 “Bonus Deferral”
	 	 	1	 
	 	 	2.7 “Code”
	 	 	1	 
	 	 	2.8 “Compensation”
	 	 	2	 
	 	 	2.9 “Corporation”
	 	 	2	 
	 	 	2.10 “Deferral Form”
	 	 	2	 
	 	 	2.11 “Elective Deferral”
	 	 	2	 
	 	 	2.12 “Eligible Individual”
	 	 	2	 
	 	 	2.13 “Employee”
	 	 	2	 
	 	 	2.14 “Employer”
	 	 	2	 
	 	 	2.15 “ERISA”
	 	 	2	 
	 	 	2.16 “Hardship”
	 	 	2	 
	 	 	2.17 “Outside Director”
	 	 	3	 
	 	 	2.18 “Participant”
	 	 	3	 
	 	 	2.19 “Plan”
	 	 	3	 
	 	 	2.20 “Plan Year”
	 	 	3	 
	 	 	2.21 “Qualified Plan”
	 	 	3	 
	 	 	2.22 “Required Withholding”
	 	 	3	 
	 	 	2.23 “Valuation Date”
	 	 	3	 
	 
	 	 	 	 
	 	ARTICLE 3 ELIGIBILITY AND PARTICIPATION
	 	 	3	 
	 
	 	 	 	 
	 	 	3.1 Eligibility
	 	 	3	 
	 	 	3.2 Participation
	 	 	4	 
	 	 	3.3 Suspension of Participation
	 	 	4	 
	 
	 	 	 	 
	 	ARTICLE 4 DEFERRALS AND CONTRIBUTIONS
	 	 	4	 
	 
	 	 	 	 
	 	 	4.1 Elective Deferrals
	 	 	4	 
	 	 	4.2 Bonus Deferrals
	 	 	4	 
	 	 	4.3 Elections
	 	 	5	 





 







 



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 	 	
	 
	 	ARTICLE 5 ACCOUNTS AND INVESTMENTS
	 	 	6	 
	 
	 	 	 	 
	 	 	5.1 Accounts
	 	 	6	 
	 	 	5.2 Investments
	 	 	6	 
	 	 	5.3 Statements
	 	 	7	 
	 
	 	 	 	 
	 	ARTICLE 6 VESTING
	 	 	7	 
	 
	 	 	 	 
	 	ARTICLE 7 DISTRIBUTION OF ACCOUNTS
	 	 	7	 
	 
	 	 	 	 
	 	 	7.1 Election as to Time and Form of Payment
	 	 	7	 
	 	 	7.2 Death
	 	 	8	 
	 	 	7.3 Scheduled In-Service Distribution
	 	 	8	 
	 	 	7.4 Hardship Distributions
	 	 	9	 
	 	 	7.5 Early Distribution
	 	 	9	 
	 	 	7.6 Right of Offset
	 	 	10	 
	 	 	7.7 Taxes
	 	 	10	 
	 
	 	 	 	 
	 	ARTICLE 8 PLAN ADMINISTRATION
	 	 	10	 
	 
	 	 	 	 
	 	 	8.1 Plan Administration and Interpretation
	 	 	10	 
	 	 	8.2 Information
	 	 	11	 
	 	 	8.3 Indemnification of Administrator
	 	 	11	 
	 	 	8.4 Claims Procedure
	 	 	11	 
	 
	 	 	 	 
	 	ARTICLE 9 AMENDMENT AND TERMINATION
	 	 	12	 
	 
	 	 	 	 
	 	 	9.1 Authority to Amend and Terminate
	 	 	12	 
	 	 	9.2 Existing Rights
	 	 	12	 
	 
	 	 	 	 
	 	ARTICLE 10 MISCELLANEOUS
	 	 	12	 
	 
	 	 	 	 
	 	 	10.1 No Funding
	 	 	12	 
	 	 	10.2 General Creditor Status
	 	 	12	 
	 	 	10.3 Non-assignability
	 	 	12	 
	 	 	10.4 Satisfaction of Claims; Unclaimed Benefits
	 	 	13	 
	 	 	10.5 Governing Law and Severability
	 	 	13	 
	 	 	10.6 Not Contract of Employment or Board Service
	 	 	13	 
	 	 	10.7 Severability
	 	 	13	 
	 	 	10.8 Headings
	 	 	13	 





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Anteon International Corporation

Supplemental Retirement Savings Plan


Effective as of January 1, 2004


ARTICLE 1

INTRODUCTION


     1.1 Purpose of Plan. Anteon International Corporation (the “Corporation”)
hereby establishes the Anteon International Corporation Supplemental Retirement
Savings Plan (the “Plan”) to provide certain eligible employees and outside
members of the Board of Directors deferral opportunities. The Plan is
effective as of January 1, 2004.


     1.2 Status of Plan. The Plan is intended to be an unfunded plan
maintained by the Corporation “primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and
the Plan shall be interpreted and administered consistent with this intent.


ARTICLE 2

DEFINITIONS


     Under the Plan, except where the context otherwise indicates, the
following definitions shall apply.


     2.1 “Account” means an account established for the benefit of a
Participant under Section 5.1, which may include one or more sub-accounts.


     2.2 “Administrator” means the person, persons or committee designated by
the Board as responsible for the administration of the Plan as provided in
Article 8.


     2.3 “Board” means the Board of Directors of the Corporation.


     2.4 “Beneficiary” means a person, persons or trust designated by a
Participant as a direct or contingent beneficiary under Section 7.2 to receive
an amount, if any, payable from such Participant’s Account upon the death of
the Participant.


     2.5 “Bonus” means any cash compensation awarded to a Participant for a
Plan Year under any incentive compensation plan maintained by the Employer.
Bonus does not include any stock or stock-related income from stock option
exercises, stock appreciation right exercises or any other cash settlement of a
stock-based award to a Participant under a stock award plan or program
maintained by the Corporation.


     2.6 “Bonus Deferral” means the portion of a Bonus the receipt of which is
deferred by a Participant under Section 4.2 with respect to a Plan Year.


     2.7 “Code” means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations and rulings issued thereunder.


 







 


     2.8 “Compensation” means, with respect to an Employee, the remuneration,
as defined in Code Section 3401(a) for purposes of income tax withholding at
the source, determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed, actually paid to an individual by an Employer during the
applicable period with respect to the individual’s services as an Employee, and
for Employees who are also members of the Board, Board and Board committee
fees, but excluding: (a) direct reimbursements or allowances for moving and
other expenses (including overseas living allowances), including expenses
incurred in connection with Board service (if applicable), and (b)
contributions, credits or benefits under this Plan or under any other
retirement, stock-related, deferred compensation, fringe benefit or employee
welfare benefit plan. Notwithstanding the foregoing, Compensation shall be
determined before contributions made to this Plan, the Qualified Plan or any
other Employer-sponsored plan to which contributions are excluded from the
gross income of the Participant under Code Section 125, 402(e)(3), 402(h)(1)(B)
or 403(b). Compensation does not include income from stock option exercises,
Bonuses and Bonus Deferrals under this Plan, or any other type of incentive
award. In the case of an Outside Director, “Compensation” means Board and
Board committee fees, but excludes any reimbursements for expenses incurred in
connection with Board service.


     2.9 “Corporation” means Anteon International Corporation, a Delaware
corporation, or any business which, with the consent of the Board, succeeds to
its business by merger, reorganization, consolidation or otherwise and adopts
this Plan as its own.


     2.10 “Deferral Form” means the document or documents, voice response or
electronic media prescribed by the Administrator pursuant to which a
Participant may make elections to defer a portion of the Participant’s
Compensation and/or all or a portion of the Participant’s Bonus.


     2.11 “Elective Deferral” means the portion of Compensation the receipt of
which is deferred by a Participant under Section 4.1 with respect to a Plan
Year.


     2.12 “Eligible Individual” means an Employee who satisfies the eligibility
requirements set forth in Article 3 or an Outside Director.


     2.13 “Employee” means an employee of an Employer who is a “Covered
Employee” within the meaning of the Qualified Plan.


     2.14 “Employer” means an entity that is an “Employer” within the meaning
of the Qualified Plan.


     2.15 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and rulings issued thereunder.


     2.16 “Hardship” means an unforeseeable emergency, consistent with Section
457 of the Code and regulations thereunder. An unforeseeable emergency is
defined as a severe financial hardship to the Participant resulting from a
sudden or unexpected illness or accident of a Participant or dependent, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.



2







 


     2.17 “Outside Director” means a member of the Board with respect to fees
who is not an Employee.


     2.18 “Participant” means a current or former Eligible Individual who
participates in the Plan in accordance with Article 3 or maintains an Account
balance hereunder.


     2.19 “Plan” means the Anteon International Corporation Supplemental
Retirement Savings Plan, as set forth herein, and as may be amended from time
to time.


     2.20 “Plan Year” means the calendar year.


     2.21 “Qualified Plan” means the Anteon Corporation 401(k) Plan, as amended
from time to time.


     2.22 “Required Withholding” means the federal, state or local employment
taxes, including applicable FICA and FUTA taxes required to be withheld under
Code Sections 3101 and 3501, respectively, from any (a) Elective Deferrals, (b)
elective deferrals on behalf of the Participant to the Qualified Plan or to any
other Employer-sponsored employee benefit plan, (c) Bonus Deferrals, (d)
amounts required to be paid to a third person pursuant to lien, court order or
similar process, and/or (e) any other compensation not paid to the Participant
in cash, and all federal, state or local income and employment taxes
attributable thereto required to be withheld from income, and any additional
such taxes attributable to such withholdings. The Administrator shall
determine Required Withholdings in its discretion.


     2.23 “Valuation Date” means each business day that the New York Stock
Exchange is open, or less frequent dates, as the Administrator may determine,
in its sole discretion.


ARTICLE 3

ELIGIBILITY AND PARTICIPATION


     3.1 Eligibility. The following classes of individuals shall be eligible
to participate in the Plan:


     (a) Unless the Administrator determines otherwise, an Employee shall be
eligible to participate in the Plan for a Plan Year if his or her stated
Compensation and Bonus for the year before the Plan Year equals or exceeds the
annual compensation limit established under Code Section 401(a)(17), or if the
Employee is hired during the Plan Year, his or her stated rate of Compensation
and target Bonus on the Employee’s date of hire equals or exceeds the
compensation limit then in effect under Code Section 401(a)(17).


     (b) Each Outside Director shall be eligible to participate in the Plan.


3







 


     (c) Before each Plan Year, the Administrator may designate as eligible for
participation in the Plan any other person who is among a select group of
management or highly compensated Employees of an Employer. The Administrator
will notify those Employees as well as Outside Directors of their eligibility
to participate in the Plan and provide them with a Deferral Form. The
Administrator shall have the sole discretion to determine eligibility pursuant
to the Plan.


     3.2 Participation. An Eligible Individual who properly completes and
timely submits a Deferral Form shall become a Participant in the Plan on the
first date as of which an Elective Deferral or Bonus Deferral is credited to
his or her Account. A Participant in the Plan shall continue to be a
Participant so long as any amount remains credited to his or her Account.


     3.3 Suspension of Participation. If the Administrator determines that a
Participant currently making Elective Deferrals no longer satisfies the
eligibility requirements of Section 3.1(a) or (c) during the Plan Year, the
Administrator may suspend the Participant’s Elective Deferrals until the next
following Plan Year as of which the Participant again satisfies such
eligibility requirements. In such circumstance, the Administrator shall notify
the Participant of such suspension. If the Participant’s participation is
suspended as described in this Section and the Administrator determines that
the Participant again satisfies the eligibility requirements of Section 3.1(a)
or (c), the Administrator shall notify the Participant, and the Participant
shall be permitted to resume active participation in the Plan as of the next
following Plan Year. During the period of any such suspension, such individual
shall continue to be a Participant solely with respect to his or her Account
balance until such Account balance is distributed from the Plan.


ARTICLE 4

DEFERRALS AND CONTRIBUTIONS


     4.1 Elective Deferrals. An Eligible Individual may irrevocably elect to
defer, on a pre-tax basis, all or a portion (in whole percentages) of his or
her Compensation at the time permitted under Section 4.3. Notwithstanding the
foregoing, the amount of an Eligible Individual’s Compensation eligible for
deferral in a given Plan Year shall not exceed his or her Compensation and
Bonus reduced by Required Withholdings with respect to such Compensation. Such
an election is a separate and independent election from an election to defer
compensation under the Qualified Plan.


     4.2 Bonus Deferrals. An Eligible Individual may irrevocably elect to
defer all or a portion of his or her Bonus (in whole percentages).
Notwithstanding the foregoing, the amount of an Eligible Individual’s Bonus
eligible for deferral in a given Plan Year shall not exceed the Bonus reduced
by the sum of any pre-tax contributions made to the Qualified Plan and the
amount necessary to satisfy any Required Withholdings with respect to such
Bonus.


4







 


     4.3 Elections.


     (a) Time for Making Deferral Elections.


	(i)	 	Elective Deferrals.



	(A)	 	Generally. An election to defer
Compensation shall be made no later than 15 days before
the first day of the calendar year in which the
Compensation is earned; except that an election to defer
Compensation to be earned in the initial Plan Year
beginning January 1, 2004 shall be made no later than
December 30, 2003.



	(B)	 	Newly Eligible Individuals. In the
case of an Eligible Individual in his or her first year
of employment or service as a member of the Board, as
the case may be, or in the case of an Employee who
becomes an Eligible Individual during a Plan Year, an
election to defer Compensation must be made within 30
days after the Eligible Individual begins employment or
such service, as the case may be, or becomes eligible,
and at least five business days before the commencement
of the first payroll period for which the election is
effective. For Compensation earned in such Plan Year,
such elections are effective only with respect to
Compensation earned after the effective date of the
election.



	(ii)	 	Bonus Deferrals. An election to defer Bonuses
must be made no later than November 30 of the Plan Year that
precedes the Plan Year in which the Bonus is otherwise fixed
in amount and paid. The first Bonus subject to deferral under
the Plan is the Bonus for 2003 that is scheduled to be paid in
2004.



	(iii)	 	Rolling Deferrals. A timely filed and completed
election for Elective and/or Bonus Deferrals shall also apply
to Compensation and/or Bonus, as applicable, earned in
subsequent Plan Years until changed or revoked by a
Participant in accordance with Section 4.3(b), or the
Participant otherwise ceases to be eligible to participate in
the Plan.



     (b) Deferral Forms; Revocation or Change of Deferral Election. All
Deferral Forms for Elective and Bonus Deferrals must be timely filed or
otherwise submitted in the manner and in such form as prescribed by the
Administrator. Except as provided in this subsection (b), from and after the
last date permitted for making such elections, all deferral elections pursuant
to this Article 4 shall be irrevocable.


	(i)	 	An Eligible Individual may change or revoke a
prior election up to the date established under Section
4.3(a)(i) or (ii), as applicable; except that deferral
elections made before the initial Plan Year beginning January
1, 2004 may be revoked at any time before January 1, 2004.




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	(ii)	 	Notwithstanding the provisions of Sections 4.1
and 4.2, a Participant may revoke his or her Elective Deferral
election made under Section 4.3(a) after the commencement of
the Plan Year to which the election relates by filing an
election to cease Elective Deferrals; provided, however, that
(A) such revocation shall apply solely to Compensation not yet
earned as of the date the revocation is filed with the
Administrator, and (B) a Participant who revokes his or her
Elective Deferral election under this subsection (b) shall not
be entitled to make a new Elective Deferral election until the
Plan Year that begins at least 12 months after such
revocation.



ARTICLE 5

ACCOUNTS AND INVESTMENTS


     5.1 Accounts. The Administrator shall establish an Account for each
Participant to reflect Elective Deferrals and Bonus Deferrals made for the
Participant’s benefit, together with any adjustments for income, gains or
losses and any payments from the Account. Separate sub-accounts may be
established for Elective Deferrals and Bonus Deferrals, if any, and to reflect,
among other items, the various investment funds, separate deferral periods
and/or forms of payment. Elective Deferrals shall be credited as of the end of
each payroll period or, in the case of Outside Directors, when payment for
Board and Board committee fees would otherwise be paid to the Outside
Directors, and Bonus Deferrals shall be credited as of the date on which the
Bonus would otherwise be paid. The Accounts are established solely for the
purposes of tracking Elective Deferrals, Bonus Deferrals and any income
adjustments thereto. The Accounts shall not be used to segregate assets for
payment of any amounts deferred or allocated under the Plan, and shall not
constitute or be treated as a trust fund of any kind.


     5.2 Investments.


     (a) Hypothetical Investments. Amounts credited to each Participant’s
Account shall be deemed invested, in accordance with the Participant’s
directions, in one or more hypothetical investment funds that are available
under the Plan. The hypothetical investment funds available under the Plan
shall be those designated by the Administrator from time to time in its
discretion. If a Participant does not make investment elections with respect
to amounts credited to his or her Account, such amounts shall be deemed
invested in such hypothetical investment funds as the Administrator may direct.
Notwithstanding any provision in the Plan to the contrary, earnings and losses
based on a Participant’s investment elections shall begin to accrue as of the
date such Participant’s Elective Deferrals and Bonus Deferrals, if any, are
credited to his or her Account. The Administrator may promulgate uniform and
nondiscriminatory rules and procedures governing investment elections under the
Plan.


     (b) Time for Selecting Investments. A Participant shall make his or her
hypothetical investment fund elections at such time as he or she files the
Deferral Form, as described in Article 4. Investment elections must be made in
whole percentages. A Participant may change his or her investment elections at
any time, or may reallocate amounts invested


6







 


among the hypothetical investment funds available under the Plan, by
directing the Administrator in such form and at such time as the Administrator
shall require.


     (c) Account Charges. Unless the Administrator, in its sole discretion,
decides otherwise, investment expenses for each Participant’s sub-account shall
be debited against each respective sub-account. Other Plan charges and
administrative expenses will be paid by the Employer without debit against
Participant Accounts.


     5.3 Statements. At least once each Plan Year, the Administrator (or its
designee) shall provide the Participant with a statement of such Participant’s
Account reflecting the deemed income, gains and losses (realized and
unrealized), amounts of deferrals and distributions with respect to such
Account since the prior statement.


ARTICLE 6

VESTING


     Subject to the provisions of Section 7.5, a Participant shall at all times
have a fully vested and nonforfeitable right to all Elective Deferrals and
Bonus Deferrals, if any, credited to the Participant’s Account, as adjusted for
deemed income, gains and losses attributable thereto.


ARTICLE 7

DISTRIBUTION OF ACCOUNTS


     7.1 Election as to Time and Form of Payment.


     (a) Time of Payment. Except as otherwise permitted in this Article 7, a
Participant’s Account will be paid to the Participant as soon as
administratively practicable after his or her termination of employment with
all Employers or Board service, as the case may be. Notwithstanding the
foregoing, and subject to the approval of the Administrator, a Participant may
further defer payment of his or her Account to a later date by filing an
election, in the form and manner prescribed by the Administrator; provided that
such election is made before termination of the Participant’s employment or
Board service, as the case may be, and at least twelve months before payment is
otherwise scheduled to be made. In no event, however, may a Participant defer
payment to a date that is more than one year following such termination.


     (b) Payment Options. Except as elected otherwise by a Participant,
payment shall be made to the Participant in a single lump sum as soon as
administratively practicable after his or her termination of employment with
all Employers or Board service, as the case may be. Notwithstanding the
foregoing, before a Participant’s employment with all Employers or Board
service terminates, the Participant may elect to receive payment of all amounts
credited to his Account in annual installments over a period of up to ten
years, as elected by the Participant, provided that the Participant has an
Account balance of at least $25,000 at the time distribution is to begin. If a
Participant elects to receive payment of his Account in annual installments,
each annual amount shall consist of an amount equal to (A) the balance of the
Account on or about the annual payment date times (B) a fraction, the numerator
of which is one and the denominator of which is the number of remaining
installment years (including the year of the installment being


7







 


paid). Each installment shall be paid on or about the anniversary of the
first payment, and any remaining Account balance shall continue to be invested
in accordance with the Participant’s investment elections as described above.
Any such election shall be made in accordance with procedures and rules
established by the Administrator.


     Subject to approval by the Administrator, a Participant may change the
payment form for distribution of his or her Account under this subsection (b)
by filing an election, in the form and manner prescribed by the Administrator,
at any time before his employment or Board service, as the case may be,
terminates, provided that the election is made at least 12 months before
payment is otherwise scheduled to commence. Such change shall apply to all
amounts credited to the Participant’s Account.


     (c) Termination of Employment or Board Service. For purposes of the Plan,
a Participant who is an Employee shall terminate employment when the
Participant separates from service with all Employers. However, temporary
absence from employment because of illness, vacation, approved leaves of
absences, and transfers of employment among the Employers shall not be
considered a termination of employment or an interruption of employment. A
Participant who is an Outside Director shall terminate service with the Board
when he resigns or is removed from Board service or the effective date of his
or her termination as director if the Participant is not re-elected to serve on
the Board.


     7.2 Death.


     (a) If a Participant dies before payment or complete distribution (in the
case of installment payouts) of his or her Account, all amounts credited to the
Participant’s Account shall be paid to the Participant’s designated
Beneficiary, according to the Participant’s payment election, unless the
Administrator elects, in its sole discretion, to pay out a Participant’s
Account balance in a single lump sum as soon as practicable following
notification of the date of the Participant’s death.


     (b) A Participant may designate a Beneficiary or Beneficiaries, including
contingent Beneficiaries, by notifying the Administrator in writing, at any
time before the Participant’s death, on a form prescribed by the Administrator
for that purpose. A married Participant may designate someone other than his
or her spouse as Beneficiary, provided the Participant obtains the written
consent of his or her spouse. Spousal consent shall only be effective if it is
witnessed by a notary public and no designation shall be valid or effective
without such spousal consent, if applicable. A Participant may revoke any
Beneficiary designation or designate a new Beneficiary (with spousal consent,
if applicable) at any time without the consent of a Beneficiary or any other
person. If no Beneficiary is designated or no Beneficiary survives the
Participant, payment shall be made to the Participant’s surviving spouse, or,
if none, to the Participant’s estate.


     7.3 Scheduled In-Service Distribution. A Participant may elect to receive
a scheduled in-service distribution with respect to an Elective or Bonus
Deferral at the time he or she files the applicable Deferral Form. A scheduled
in-service distribution may not be made until three years have elapsed since
the close of the Plan Year to which the Elective and/or


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Bonus Deferral relates. Any scheduled in-service distribution shall be
made in a cash lump sum payment. An election for a scheduled in-service
distribution shall automatically terminate upon the Participant’s retirement
(for purposes of the Qualified Plan), death or termination of employment, at
which time the provisions of Section 7.1 shall govern.


     A Participant may, with the consent of the Administrator, elect to (a)
terminate a scheduled in-service distribution, or (b) extend to a later date
the date on which a scheduled in-service distribution will occur. A
Participant may make an election under the preceding sentence by filing a new
election, at such time and in such form as the Administrator shall designate,
at least one year before the date such scheduled in-service distribution would
otherwise occur. An election to revoke or defer a scheduled in-service
distribution may be made during the election period for making deferral
elections for the Plan Year, as provided in Section 4.1, provided it is timely
made. No more than one such revocation or extension shall be permitted with
respect to any scheduled in-service distribution.


     7.4 Hardship Distributions.


     (a) A Participant may request that all or a portion of his or her Account
balance be distributed at any time by submitting a written request to the
Administrator, provided that the Participant has incurred a Hardship, and the
distribution is necessary to alleviate such Hardship. In determining whether
the Hardship distribution request should be approved, the Administrator shall
be entitled to rely on the Participant’s representation that the Hardship
cannot be alleviated:


	(i)	 	through reimbursement or compensation by
insurance or otherwise;



	(ii)	 	by reasonable liquidation of the Participant’s
assets (other than assets under the Qualified Plan, if
available), to the extent such liquidation would not itself
cause an immediate and heavy financial need; or



	(iii)	 	by cessation of contributions under the Plan and
other deferred compensation arrangements.



     (b) The Administrator shall deem a distribution to be necessary to
alleviate a Hardship if the distribution is not in excess of the amount of the
Participant’s Hardship, plus taxes attributable thereto. The Account balance
that is not distributed pursuant to the Hardship request shall remain in the
Plan. Distributions to alleviate a Hardship will be made as soon as
administratively feasible after the Administrator has reviewed and approved the
request. Elective Deferrals will be suspended effective with the beginning of
the pay period following the date of the Administrator’s approval of the
request and may not be resumed until the Plan Year that begins at least twelve
months later.


     7.5 Early Distribution. Notwithstanding the foregoing provisions of this
Article VII or the provisions of any applicable deferral election, a
Participant may elect to receive a lump-sum payment of any or all of his or her
Account balance before the date prescribed in Section 7.1(a). Such payment
shall be made as soon as practicable following the date as of which the
Participant requests such payment. The Administrator shall impose a penalty
for such


9







 


early payment, in an amount equal to 10% of the Account balance to be
distributed, and such penalty shall be deducted from the distribution and
forfeited by the Participant.


     7.6 Right of Offset. The Corporation shall have the right to offset any
amounts payable to a Participant under the Plan by any amount necessary to
reimburse an Employer for liabilities or obligations of the Participant to the
Employer, including for amounts misappropriated by the Participant.


     7.7 Taxes. All federal, state or local taxes that the Administrator
determines are required to be withheld from any payments made pursuant to this
Article 7 shall be withheld.


ARTICLE 8

PLAN ADMINISTRATION


     8.1 Plan Administration and Interpretation. Unless the Board determines
otherwise, the Administrative Committee appointed for purposes of the Qualified
Plan shall be the Administrator and shall have the same authority and powers as
prescribed to it under the Qualified Plan. The Administrator shall have the
final authority and responsibility and complete discretion to interpret and
construe the Plan, and to decide all matters arising thereunder, including
without limitation, questions of eligibility for participation, eligibility for
benefits, the validity of any election made under the Plan, the value of any
Account balance, and the timing, method and amount of the distribution thereof.
Benefits under the Plan shall be paid only if the Administrator decides in its
discretion that the Eligible Individual, Participant or Beneficiary is entitled
to them. All such interpretations or decisions by the Administrator shall be
final, conclusive and binding on all Participants and any Beneficiary or other
person claiming under or through any Participant, in the absence of clear and
convincing evidence that the Committee acted arbitrarily and capriciously. The
Committee shall have the authority to deviate from the literal terms of the
Plan to the extent it shall determine to be necessary or appropriate to operate
the Plan in compliance with the provisions of applicable law. Any individual
serving on the Administrative Committee, or as Administrator, who is a
Participant will not vote or act on any matter relating solely to himself or
herself. When making a determination or calculation, the Administrator shall
be entitled to rely on information furnished by a Participant, a Beneficiary,
the Employer or a trustee (if any). The Administrator shall have the
responsibility for complying with any reporting and disclosure requirements of
ERISA.


     The Administrative Committee may appoint one or more officers or other
appropriate employees of the Corporation to act as Administrator of the Plan,
and may further delegate such specific administrative responsibilities to
officers or other appropriate employees of the Corporation as it deems
appropriate. Any action taken by the Administrator within the scope of his or
her authority under the Plan shall be final, conclusive and binding on all
Participants and any Beneficiary or other person claiming under or through any
Participant, in the absence of clear and convincing evidence that the
Administrator acted arbitrarily and capriciously; provided, however, that a
decision permitted to be made under the terms of the Plan in the best interests
of the Company shall (subject to the following) be final, conclusive and
binding on all persons whomsoever; and provided, further, that the Committee
may, in its discretion, review any such action.


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     8.2 Information. To enable the Administrator to perform its functions,
the Employer shall supply full and timely information to the Administrator on
all matters relating to the compensation of Participants, their employment,
death, termination of employment, and such other pertinent facts as the
Administrator may require.


     8.3 Indemnification of Administrator. The Employer agrees to indemnify
and to defend to the fullest extent permitted by law any director, officer or
employee who serves as Administrator (including any such individual who
formerly served as Administrator) against all liabilities, damages, costs and
expenses (including reasonable attorneys’ fees and amounts paid in settlement
of any claims approved by the Employer in writing in advance) occasioned by any
act or omission to act in connection with the Plan, if such act or omission is
in good faith.


     8.4 Claims Procedure. A Participant or Beneficiary shall have the right
to file a claim, inquire if he has any right to benefits and the amounts
thereof, or appeal the denial of a claim. Benefits under the Plan will be paid
only if the Administrator decides, in its discretion, that the claimant is
entitled to them.


     (a) Initial Claim. A claim will be considered filed when a written
communication is made by the Participant, Beneficiary or his authorized
representative to the Administrator (the “claimant”). The Administrator shall,
within 90 days of the receipt of the claim, either allow or deny the claim in
writing. The claim denial shall include: (1) the specific reason or reasons
for the denial; (2) specific references to pertinent Plan provisions on which
the denial is based; (3) a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and (4) an explanation of the
Plan’s claim review procedure, including a statement of the claimant’s right to
bring a civil action under ERISA Section 502(a) following a denial of the claim
upon review.


     (b) Appeal of Denied Claim. If a claim is wholly or partially denied, the
claimant may file an appeal requesting the Administrator to conduct a full and
fair review. The claimant must file his written appeal no more than 60 days
after he receives written notice of the denial. The claimant may review or
receive copies, upon request and free of charge, any documents, records or
other information “relevant” (within the meaning of Department of Labor
Regulation Section 2560.503-1(m)(8)) to the claimant’s claim. The claimant may
also submit written comments, documents, records and other information relating
to his claim. The Administrator shall take into account all comments,
documents, records and other information submitted by the claimant relating to
the claim, without regard to whether such information was submitted or
considered in the initial review of the claim. The Administrator’s decision on
appeal shall be given to the claimant in writing no later than 60 days
following receipt of the appeal. However, if the Administrator, in its sole
discretion, grants a hearing, or there are special circumstances involved, the
decision will be given no later than 120 days after receiving the appeal. If
such an extension of time for review is required, written notice of the
extension shall be furnished to the claimant before the initial 60 days expires
and shall indicate the special circumstances requiring an extension of time and
the date by which the Administrator expects to render a final decision.
Benefits under the Plan will be paid only if the Administrator decides in its
discretion that the claimant is entitled to them. The written decision on
appeal shall be in a manner calculated to be understood by the claimant and
shall include: (1) the specific reason or reasons for the denial; (2)


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specific references to pertinent Plan provisions on which the denial is
based; (3) a statement that the claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records
or other information relevant to the claimant’s claim; and (4) a statement of
the claimant’s right to bring a civil action under ERISA Section 502(a)
following a denial of the claim upon review.


ARTICLE 9

AMENDMENT AND TERMINATION


     9.1 Authority to Amend and Terminate. Subject to Section 9.2, the
Administrator shall have the right to amend or terminate the Plan at any time.
If the Plan is terminated and a trust is established (as described in Section
10.1), the Board may (a) elect to continue to maintain the trust to pay
benefits hereunder as they become due as if the Plan had not terminated, or (b)
direct the trustee to pay promptly to Participants (or their Beneficiaries) the
balance of their Accounts.


     9.2 Existing Rights. No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to amounts that
have been credited to his or her Account before the later of the date such
amendment or termination is adopted or effective. Notwithstanding the
foregoing, the Administrator may amend the Plan as necessary to address changes
in applicable law in order to assure that amounts contributed to the Plan are
not subject to federal income tax prior to distribution or withdrawal, which
amendment may (among other things) limit a Participant’s ability to withdraw
amounts previously credited to his or her Account prior to termination of
employment and/or limit previously available methods of distribution.


ARTICLE 10

MISCELLANEOUS


     10.1 No Funding. The Corporation intends that the Plan constitute an
“unfunded” plan for tax purposes and for purposes of Title I of ERISA; provided
that the Administrator may authorize the creation of trusts and deposit therein
cash or other property, or make other arrangements to meet the Corporation’s
obligations under the Plan. Any such trusts or other arrangements shall be
consistent with the unfunded status of the Plan, unless the Administrator
otherwise determines with the consent of each Participant.


     10.2 General Creditor Status. The Plan constitutes a mere promise by the
Corporation and any Employer to make payments in accordance with the terms of
the Plan and Participants and Beneficiaries shall have the status of general
unsecured creditors of the Corporation and all Employers. Nothing in the Plan
will be construed to give any employee or any other person rights to any
specific assets of the Corporation, an Employer or of any other person.


     10.3 Non-assignability. None of the benefits, payments, proceeds or
claims of any Participant or Beneficiary shall be subject to any claim of any
creditor of any Participant or Beneficiary and, in particular, the same shall
not be subject to attachment or garnishment or


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other legal process by any creditor of such Participant or Beneficiary,
nor shall any Participant or Beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or payments
or proceeds that he or she may expect to receive, contingently or otherwise
under the Plan.


     10.4 Satisfaction of Claims; Unclaimed Benefits. Any payment to any
Participant or Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims under the Plan
against the Employer, the Administrator and a trustee (if any) under the Plan,
and the Administrator may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect. If any Participant or Beneficiary is determined by the Administrator
to be incompetent by reason of physical or mental disability (including
minority) to give a valid receipt and release, the Administrator may cause the
payment or payments becoming due to such person to be made to another person
for his or her benefit without responsibility on the part of the Administrator,
the Employer or a trustee (if any) to follow the application of such funds. In
the case of a benefit payable on behalf of a Participant, if the Administrator
is unable to locate the Participant or beneficiary to whom such benefit is
payable, upon the Administrator’s determination thereof, such benefit shall be
forfeited to the Corporation. Notwithstanding the foregoing, if subsequent to
any such forfeiture the Participant or Beneficiary to whom such benefit is
payable makes a valid claim for such benefit, such forfeited benefit shall be
restored to the Plan by the Corporation.


     10.5 Governing Law and Severability. The Plan shall be construed,
administered, and governed in all respects under and by the laws of the
Commonwealth of Virginia. If any provision is held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.


     10.6 Not Contract of Employment or Board Service. The adoption and
maintenance of the Plan shall not be deemed to be a contract between the
Employer and any person or to be consideration for the employment or service of
any person. Nothing contained in the Plan shall confer upon any person a right
to be employed or to continue in the employ of an Employer, or to interfere, in
any way, with an Employer’s right to terminate, with or without cause, the
employment of a Participant in the Plan at any time. Similarly, nothing
contained in the Plan shall be deemed to give a Participant who is a member of
the Board, the right to remain in the service of the Board or interfere with
the right of the Corporation or its shareholders to remove such Participant
from Board service at any time.


     10.7 Severability. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of the Plan; but instead each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.


     10.8 Headings. Headings and subheading in the Plan are inserted for
convenience only and are not to be considered in the construction of the
provisions hereof.


[signature page follows]




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* * *


     IN WITNESS WHEREOF, the undersigned officer of Anteon International
Corporation has executed this document to certify its adoption by Anteon
International Corporation as of the effective date provided herein.



	 	 	 	 	 	 	 
	 	 	ANTEON INTERNATIONAL CORPORATION
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Joseph M. Kampf	 	 
	 	 	 	 	
	 
	 	 	
Its:
	 	President & CEO	 	 
	 	 	 	 	
	 







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