a5555115-ex106.htm


     

    Exhibit
      10.6

     

    
       

      FIRST
        AMENDMENT TO THE

      EXECUTIVE
        EMPLOYMENT, NON-COMPETE

      AND
        CONFIDENTIALITY AGREEMENT

       

      THIS
        FIRST AMENDMENT TO THE EXECUTIVE
        EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT ("Amendment") is entered
        into this ______ day of ______________, 2007, by and between Bruce Caswell
        (the
        "Executive") and MAXIMUS, Inc., a Virginia corporation with its principal
        place
        of business in Reston, Virginia (the "Corporation") and provides as
        follows:

      


      WHEREAS,
        on or about October 1, 2004,
        the Corporation and Executive entered into an Employment Agreement;
        and

      


      WHEREAS,
        the parties desire to amend
        the Employment Agreement to comply with Section 409A of the Internal Revenue
        Code of 1986, as amended as set forth in this Amendment.

      


      NOW,
        THEREFORE, in consideration of
        these premises and intending to be legally bound, the parties agree as
        follows:

      


      1.           Section
        1.5 is hereby deleted in its entirety and substituted with the
        following:

      


      "1.5           Termination
        With Severance.  In the event the Corporation terminates Executive
        without cause or Executive resigns from his employment with the Corporation
        for
        Good Reason (as defined below), Executive shall be entitled to receive a
        lump
        sum severance equal to six months' base salary (at Executive's highest base
        salary rate during his employment with the Corporation) plus the pro-rated
        portion of Executive's then-current annual 'target' bonus.  The
        severance payment described in the previous sentence will be paid to Executive
        within five business days following his termination without Cause or resignation
        for Good Reason.  If Executive's employment termination occurs in
        connection with a Change in Control (as defined in the Income Continuity
        Program), Executive shall be entitled to receive the greater of:  (i)
        the benefits provided under this Agreement or (ii) the benefits provided
        under
        the Income Continuity Program.

      


      For
        purposes of this Agreement, 'Good
        Reason' means any of the following conditions:  (i) a material
        decrease in Executive's existing base salary or annual 'target' bonus
        percentage, and/or a material decrease in any of his employee benefits; provided
        that such decrease is not applicable to all officers of the Corporation,
        (ii) a
        material diminution in Executive's authority, duties, or responsibilities,
        (iii)
        a material diminution in the authority, duties, or responsibilities of the
        supervisor to whom Executive is required to report, (iv) a material diminution
        in the budget for which Executive retains authority, (v) a relocation of
        the
        Executive's primary office more than thirty-five (35) miles from its current
        location, or (vi) the material breach by the Corporation of the agreement
        under
        which Executive provides services.  If one or more of the above
        conditions exists, Executive must provide notice to the Corporation within
        a
        period not to exceed ninety (90) days of the initial existence of the
        condition.  Upon such notice, the Corporation must be provided a
        period of thirty (30) days during which it may remedy the
        condition."

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

         

      

      2.           A
        new Section 4.13 is hereby added to the Employment Agreement as
        follows:

      


      "Distributions
        to Specified
        Employees.   Notwithstanding any provision to the contrary,
        to the extent the Executive is considered a specified employee under Section
        409A of the Internal Revenue Code of 1986, as amended (the 'Code') and would
        be
        entitled to a payment during the six month period beginning on the Executive's
        date of termination that is not otherwise excluded under Section 409A of
        the
        Code under the exceptions for short-term deferrals, separation pay arrangements,
        reimbursements, in-kind distributions, or an otherwise applicable exemption,
        the
        payment will not be made to the Executive until the earlier of the six month
        anniversary of the Executive's date of termination or the Executive's
        death."

      


      3.           A
        new Section 4.14 is hereby added to the Employment Agreement as
        follows:

      


      "Section
        409A of the
        Code.  It is the intention of the parties that this Agreement
        comply with and be administered in accordance with Section 409A of the Code
        and
        the interpretive guidance thereunder, including the exceptions for short-term
        deferrals, separation pay arrangements, reimbursements, and in-kind
        distributions.  The Agreement shall be construed and interpreted in
        accordance with such intent.  To the extent such potential payments or
        benefits could become subject to such Section, the parties shall cooperate
        to
        amend this Agreement with the goal of giving the Executive the economic benefits
        described herein in a manner that does not result in such tax being
        imposed.  In the event that the Corporation does not so cooperate, the
        Corporation shall indemnify the Executive for any interest and additional
        tax
        arising from the application of Section 409A of the Code, grossed-up for
        any
        other income tax incurred by Executive related to the indemnification (i.e.,
        indemnification of such additional income tax), assuming the highest marginal
        income tax rates apply to any taxable indemnification.  Any
        indemnification payment shall be made within ninety (90) days of the date
        Executive makes payment of the interest and/or additional tax."

       

      
        
           

        

        
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      IN
        WITNESS
        WHEREOF, the undersigned have executed this Agreement effective as of the
        date
        first above written.

       

      
        
           

          
            	EXECUTIVE	 	MAXIMUS,
                    Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By	 
	Bruce
                    Caswell	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Date	 	 	Title	 


          

           

           

        

      

       

       

       

       

       

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