ex4-4.htm









Exhibit 4.4


 




VERSAR, INC.

2010 Stock Incentive Plan


 









 


Deferral Election Agreement




for Deferred Share Units


 






  




DEFERRAL AGREEMENT (the “Deferral Agreement”), made this ____ day of  _____, _____, by and between ____________________ (the “Participant”), and Versar, Inc. Inc. (the “Company”).


 


WHEREAS, the Company has established the Versar, Inc. Inc. 2010 Stock Incentive Plan (the “Plan”), and the Participant is eligible to participate in said Plan;


 


WHEREAS, Section 9(a) of the Plan permits the Committee to authorize deferral compensation elections with any deferred compensation being credited to Deferred Share Units (“DSUs”)  in accordance with Section 9 of the Plan;


 


NOW, THEREFORE, it is mutually agreed as follows:


 


1.             Term of Election.  This Deferral Agreement and the provisions of the Plan constitute the entire agreement between the parties, and will continue in full force and effect until the Participant executes a superseding Deferral Agreement, or until revoked by the Participant in a writing sent to and approved by the Committee, or until the Participant ceases service with the Company, or until the Plan is terminated by appropriate corporate action, whichever shall first occur.  This Deferral Agreement will become effective:


 


a.           on the January 1st following the execution of this Deferral Agreement;  or


 


b.           on the first day of the next calendar month following the execution of this Deferral Agreement, but only if this Deferral Agreement is executed within


               the30-day period after the Participant first becomes eligible for Plan participation.


 


2.             Compensation being Deferred.  The Participant makes the following election (which shall supersede any prior election only to the extent of an election made affirmatively herein) to defer the following amount of fees/compensation for as long as this Deferral Agreement is in effect:


 



	
  

	
a.

	
______ percent ( ___ %) of the amount otherwise payable in ____ salary and/or ____ bonus.







 



	
  

	
b.

	
______ percent ( ___ %) of the amount otherwise payable in shares of the Company’s common stock (but only if the first vesting event is at least 12 months after the date of this election).







 




  





-1-











  






 



Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan




 



	
  

	
c.

	
______ percent ( ___ %) of any Restricted Share Units (“RSUs”) in which the Participant earns a vested interest (but only if the underlying Award Agreement specifically authorizes deferral elections and the first vesting event is at least 12 months after the date of this election).







 


3.             Crediting, Vesting, and Distribution of Deferred Compensation. The Company agrees to make DSU credits in accordance with Section 9 of the Plan and the elections that the Participant makes in the Distribution Election Agreement that is attached hereto as Exhibit A.  You will at all times be fully vested in any DSU credits accrued on your behalf and they will not be subject to any terms of Section 25 of the Plan (which relates to forfeiture, recapture, or cancellation).


 


4.             Taxes.  The Participant, by the execution hereof, agrees to be solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code), and further agrees that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes.  The Committee shall nevertheless have the discretion –


 



	
  

	
(a)

	
to condition any issuance of Shares on the Participant’s satisfaction of applicable employment and withholding taxes; and







 



	
  

	
(b)

	
to unilaterally modify this Deferral Agreement in any manner that (i) conforms with the requirements of Section 409A of the Code, (ii) that voids any election of the Participant to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, that defers distributions pursuant to the Award until the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer, that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C).







 


The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Deferral Agreement.


 


5.             Designation of Beneficiary.  Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Deferral Agreement, you may expressly designate a beneficiary (the “Beneficiary”) to your rights and interest under this Deferral Agreement.  You shall designate the Beneficiary by completing Section 2 of Exhibit A and delivering an executed copy of the Distribution Election Agreement regarding Deferred Share Units (Exhibit A)  to the Company.


 


6.             Restrictions on Transfer. This Deferral Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee.   Notwithstanding the foregoing, you may transfer your rights under this Deferral Agreement, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to your “Immediate Family” (as defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to your designated beneficiaries, or (iii) by gift to charitable institutions.  “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.  Any transferee of your rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan.


 




  





-2-











  






 



Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan




 


7.             Notices.  Any notice or communication required or permitted by any provision of this Deferral Agreement to be given to you shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records.  Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Deferral Agreement.  Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.


 


8.             Binding Effect.  Except as otherwise provided in this Deferral Agreement or in the Plan, every covenant, term, and provision of this Deferral Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.


 


9.             Modifications.  This Deferral Agreement may be modified or amended at any time in accordance with Section 15 of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Deferral Agreement.


 


10.           Headings.  Section and other headings contained in this Deferral Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Deferral Agreement or any provision hereof.


 


11.           Severability.  Every provision of this Deferral Agreement and of the Plan is intended to be severable.  If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Deferral Agreement.


 


12.           Counterparts.  This Deferral Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.


 


13.           Plan Governs.  By signing this Deferral Agreement, you acknowledge that (i) you have received a copy of the Plan and that your Deferral Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Deferral Agreement, and (ii) your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan.  In the event of a conflict between the provisions of this Deferral Agreement and those of the Plan, the provisions of the Plan shall control.


 


14.           Governing Law.  The laws of the Commonwealth of Virginia shall govern the validity of this Deferral Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.


 




  





-3-











  






 



Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan




 


IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above-written.


 




	 	PARTICIPANT
	 	 
	 	 	 	 
	 	Printed Name:	 
	 	 	 	 
	 	COMPANY
	 	 
	 	Versar, Inc. Inc.
	 	 	 	 
	
 

	
By: 

	 
	 	 	
A duly authorized executive officer







 




  





-4-











  






 


Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan




 


Exhibit A


 


VERSAR, INC.


2010 Stock Incentive Plan


 






Distribution Election Agreement




regarding Deferred Share Units









    


        AGREEMENT, made this __ day of ________, ____, by and between me, a participant in the Versar, Inc. 2010 Deferred Compensation Plan (the “Plan”), and Versar, Inc. (the “Company”).  The parties agree that any term that begins herein with initial capital letters shall have the special meaning defined in the Plan, unless the context clearly requires otherwise.


 


NOW THEREFORE, it is mutually agreed as follows:


 


1.           Form and Time of Payment.  By the execution hereof, I agree to participate in the Plan, upon the terms and conditions set forth therein, and, in accordance therewith, elect to have my Account distributed to me as follows, in Shares of the Company’s common stock, upon the earliest of the events checked below:


 



	
  Event

	    Form of Distribution	 	    Time of Distribution
	
 


  __ Death

	
 


o


 



o



	
 


One lump sum distribution.


 


Substantially equal annual payments over a period of ___ years (up to 10).


 

	 	
 


o


 


o


 


o

	
 


  As soon as practicable.


 


   The next January 1st.


 


   Other:____________.


	
 


  __ Disability

	
 


o


 


o

	
 


One lump sum distribution.


 


Substantially equal annual payments over a period of ___ years (up to 10).


 

	 	
 


o


 


o


 


o

	
 


As soon as practicable.


 


The next January 1st.


 


Other:____________.


	
 


  __ Other Separation


    from Service

	
 


o


 


o

	
 


One lump sum distribution.


 


Substantially equal annual payments over a period of ___ years (up to 10).

	 	
 


o


 


o


 


o

	
 


As soon as practicable.


 


The next January 1st.


 


Other:____________.


	
 


  __ Change in


    Control

	
 


o


 


o

	
 


One lump sum distribution.


 


Substantially equal annual payments over a period of ___ years (up to 10).

	 	
 


o


 


o


 


o

	
 


As soon as practicable.


 


The next January 1st.


 


Other:____________.


	
 


  ___ Specified Date

	
 


o


 


o

	
 


One lump sum distribution.


 


Substantially equal annual payments over a period of ___ years (up to 10).

	 	 	
  


Date: ________  ___, ___.







 




  





-5-











  






 


Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan


 


2.             Designation of Beneficiary. In the event of my death before I have collected all of the benefits payable under the Plan, I hereby direct that any remaining benefits payable under the Plan be distributed to the beneficiary or beneficiaries designated under subparagraphs a and b of this Section 2 in the manner elected pursuant to Section 1 above:


 


a.           Primary Beneficiary.  I hereby designate the person(s) named below to be my primary beneficiary and to receive the balance of any unpaid benefits under the Plan.


 



	
Name of


Primary Beneficiary

	
Social Security

Number

	
Mailing Address

	
Percentage of


Death Benefit


	  	  	  	
%


	  	  	  	
%







 


b.                      Contingent Beneficiary.  In the event that the primary beneficiary or beneficiaries named above are not living at the time of my death, I hereby designate the following person(s) to be my contingent beneficiary for purposes of the Plan:


 



	
Name of


Contingent Beneficiary

	
Social Security

Number

	
Mailing Address

	
Percentage of


Death Benefit


	  	  	  	
%


	  	  	  	
%







 


3.             Effect of Election.  The elections made in Section 1 hereof shall apply to the entire value of the Participant’s Account, provided that these elections may only be changed at least one year in advance of the earliest date on which payments would otherwise commence pursuant to Section 1 hereof, and may only be changed pursuant to an election that conforms with the requirements set forth in Section 9 of the Plan.


 


With respect to the elections made in Section 2 hereof, I may, by submitting an effective superseding Distribution Election Form at any time and from time to time, prospectively change the beneficiary designation and the manner of payment to a beneficiary.  Such elections shall, however, become irrevocable upon my death.


 


4.             Taxes.  You are solely responsible and liable for the satisfaction of all income taxes and penalties that may arise in connection with your participation in the Plan (including any taxes arising under Section 409A of the Code).  The Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes, but has the discretion to take discretionary actions pursuant to Section 11(e) of the Plan.  


 




  





-6-











  






 


Deferred Share Units Deferral Agreement

Versar, Inc. Inc.

2010 Stock Incentive Plan


 


5.             Mutual Commitments.  The Company agrees to make payment of all amounts due to me in accordance with the terms of the Plan and the elections I make herein.  I agree to be bound by the terms of the Plan, as in effect on the date hereof or properly amended hereafter.


 


IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above-written.


 




	Witnessed by:	 	
PARTICIPANT

	 
	 	 	 	 
	 	 	 	 
	Witnessed by:	 	VERSAR, INC., INC.	 
	 	 	 	 
	
 

	 	
By

	 	 
	 	 	 	
  A member of the Board of Directors

	 







 




  





-7-











  






 



Deferred Share Units Deferral Agreement


Versar, Inc. Inc.


2010 Stock Incentive Plan


 




Exhibit B


VERSAR, INC.


2010 Stock Incentive Plan


 


Plan Document


 


  - 8 -