Exhibit 10.26
STANLEY EXECUTIVE SAVINGS PLAN
Stanley, Inc. (the "Company") hereby establishes the Stanley Executive Savings
Plan (the "Plan"), effective May 6, 2009 (the "Effective Date") for the purpose
of attracting high quality executives and promoting in them increased efficiency
and an interest in the successful operation of the Company.
The Plan is
intended to, and shall be interpreted to, comply in all respects with Code
Section 409A and those provisions of ERISA applicable to an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of management or highly compensated employees.
ARTICLE I
DEFINITIONS
1.1
"ACCOUNT" OR "ACCOUNTS" SHALL MEAN THE DEFERRAL ACCOUNTS AND THE
COMPANY CONTRIBUTION ACCOUNTS ESTABLISHED UNDER THIS PLAN PURSUANT TO
ARTICLE IV.
1.2
"ADMINISTRATIVE COMMITTEE" SHALL MEAN THE FIDUCIARY COMMITTEE
APPOINTED PURSUANT TO THE STANLEY, INC. EMPLOYEE BENEFITS ADMINISTRATION CHARTER
TO ADMINISTER THE PLAN, AS DESCRIBED HEREIN.
1.3
"AFFILIATE" MEANS ANY ENTITY THAT IS A MEMBER OF A "CONTROLLED
GROUP" OF CORPORATIONS WITH THE COMPANY UNDER CODE SECTION 414(B) OR A TRADE OR
BUSINESS UNDER COMMON CONTROL WITH THE COMPANY UNDER CODE SECTION 414(C);
PROVIDED, HOWEVER, THAT SOLELY FOR PURPOSES OF DETERMINING WHETHER A TERMINATION
OF SERVICE HAS OCCURRED, IN APPLYING CODE SECTIONS 1563(A)(1), (2) AND (3) FOR
PURPOSES OF CODE SECTION 414(B), THE LANGUAGE "AT LEAST 50 PERCENT" WILL BE USED
INSTEAD OF "AT LEAST 80 PERCENT" EACH PLACE IT APPEARS, AND IN APPLYING TREASURY
REGULATION SECTION 1.414(C)-2 FOR PURPOSES OF CODE SECTION 414(C), THE LANGUAGE
"AT LEAST 50 PERCENT" WILL BE USED INSTEAD OF "AT LEAST 80 PERCENT" EACH PLACE
IT APPEARS.
IN ADDITION, TO THE EXTENT THAT THE ADMINISTRATIVE COMMITTEE
DETERMINES THAT LEGITIMATE BUSINESS CRITERIA EXIST TO USE A REDUCED OWNERSHIP
PERCENTAGE TO DETERMINE WHETHER AN ENTITY IS AN AFFILIATE FOR PURPOSES OF
DETERMINING WHETHER A TERMINATION OF SERVICE HAS OCCURRED, THE ADMINISTRATIVE
COMMITTEE MAY DESIGNATE AN ENTITY THAT WOULD MEET THE DEFINITION OF "AFFILIATE"
SUBSTITUTING 20 PERCENT IN PLACE OF 50 PERCENT IN THE PRECEDING SENTENCE AS AN
AFFILIATE.
SUCH DESIGNATION SHALL BE MADE BY APRIL 1, 2009 OR, IF LATER, AT THE
TIME A 20 PERCENT OR MORE OWNERSHIP INTEREST IN SUCH ENTITY IS ACQUIRED.
1.4
"BASE SALARY" SHALL MEAN A PARTICIPANT'S ANNUAL BASE SALARY,
EXCLUDING INCENTIVE AND DISCRETIONARY BONUSES, COMMISSIONS, REIMBURSEMENTS AND
OTHER NON-REGULAR REMUNERATION, RECEIVED FROM THE COMPANY PRIOR TO REDUCTION FOR
ANY SALARY DEFERRALS UNDER BENEFIT PLANS SPONSORED BY THE COMPANY, INCLUDING BUT
NOT LIMITED TO, PLANS ESTABLISHED PURSUANT TO CODE SECTION 125 OR QUALIFIED
PURSUANT TO CODE SECTION 401(K).
1.5
"BENEFICIARY" OR "BENEFICIARIES" SHALL MEAN THE PERSON, PERSONS OR
ENTITY DESIGNATED AS SUCH PURSUANT TO SECTION 7.1.
1.6
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF COMPANY.
1.7
"BONUS(ES)" SHALL MEAN AMOUNTS PAID TO THE PARTICIPANT BY THE
COMPANY ANNUALLY IN THE FORM OF DISCRETIONARY OR INCENTIVE COMPENSATION OR ANY
OTHER BONUS DESIGNATED BY THE ADMINISTRATIVE COMMITTEE BEFORE REDUCTIONS FOR
CONTRIBUTIONS TO OR DEFERRALS UNDER ANY PENSION, DEFERRED COMPENSATION OR
BENEFIT PLANS SPONSORED BY THE COMPANY.
1.8
"CHANGE IN CONTROL" SHALL HAVE