exv10w76



 







Exhibit 10.76




June 6, 2006




Mr. Rob Goff

113 Jerdone Place

Yorktown, VA 23692




	 	 	 
	Re:

	 	Amendment to Offer of Promotion,
	 

	 	Dated February 20, 2004 (the “Offer Letter”)






Dear Rob,



This letter amends the above-referenced Offer Letter for the purpose of extending the term of
eligibility for severance under Section 1 and clarifying the terms of Section 3. Accordingly, the
Offer Letter shall be amended as follows:



1. The first sentence of Section 1 shall be deleted and replaced with the following: “If, from
the Effective Date until and including December 20, 2007, the Company terminates Employee’s
employment without Cause (as defined below), the Company shall make a lump-sum severance payment to
Employee equal to one year of Annual Base Salary as of the Date of Termination as defined below.”



2. The first paragraph of Section 3 shall be deleted and replaced with the following:



“Eligibility for Change of Control Benefits. If Employee terminates employment (for
reasons other than set forth in Section 3D below) with any successor or assign (or any of their
respective affiliates) of the Company at any time during the twenty four (24) month period
beginning on the effective date of a Change in Control (the “Protection Period”), he shall be
entitled to the Change of Control Benefits described in Section 2. If during the Protection
Period, Employee terminates his employment for Good Reason (as defined below) by delivering to the
successor or assign of the Company (or its respective affiliate), as applicable, each no later than
thirty (30) days after learning of the occurrence of an event constituting Good Reason: (i) a
Preliminary Notice of Good Reason (as defined below); and (ii) a Notice of Termination (as defined
below); Employee shall have the right, in his sole and reasonable discretion, to receive the Change
of Control Benefits. For purposes of this Agreement, the following terms shall have the respective
meanings:”



  









 








Mr. Rob Goff

June 6, 2006

Page 2




     In addition, a new Section 3D shall be inserted as follows:


“D. Notwithstanding any other provision under this Agreement, Employee shall not be entitled to
receive Change of Control Benefits in the event that: Company’s successor or assign (or any of its
respective affiliates) terminates Employee’s employment for Cause (as defined below); (ii) Employee
dies (in which case the Company shall pay to Employee’s heir or personal representatives, as the
case may be, six (6) monthly payments, each equal to one-twelfth (1/12) of Employee’s then-current
salary, commencing with the first calendar month after termination); (iii) Employee is determined
to be totally and permanently disabled (in which case the Company shall pay to Employee six (6)
monthly payments, each equal to one-twelfth (1/12) of Employee’s then-current salary less any
payments under the Company’s long term disability insurance plan that Employee receives or is
entitled to receive in each such month, commencing with the first calendar month after
termination); (iv) the Company’s successor or assign (or any of its respective affiliates)
terminates Employee’s employment without cause (in which case the Company shall make a lump-sum
severance payment to Employee equal to one year of Annual Base Salary as of the Date of
Termination); or (v) Employee resigns other than for Good Reason (in which case the Company shall
have no further obligations to Employee under this Agreement, including without limitation payment
of future compensation or benefits). In any such event, Employee, in addition to any benefits
payable in accordance with this Agreement, shall be entitled only to his salary and benefits
accrued or earned and vested under other plans, programs, policies, practices and coverage of the
Company’s successor or assign (or any of its respective affiliates).”



3. All other terms and conditions of the Offer Letter shall remain the same.



By our mutual signatures below, you and the Company agree to the terms of this letter.



We look forward to continue success. If you have any questions, please call me at (703-269-3487).




Yours very truly,





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Mr. Rob Goff

June 6, 2006

Page 3




	 	 	 
	/s/ Stacy Mendler
 


	 	 
	Stacy Mendler
	 	 
	Executive Vice President
	 	 





I accept this Amendment to Offer of Promotion and agree to the above terms.




	 	 	 	 	 
	/s/ Leroy R. Goff

	 	6/6/06	 	 
	 	 	 
	Signature

	 	Date	 	 







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