First
Amendment
to
the
MAXIMUS,
Inc. 1997 Equity Incentive Plan
(As
Amended through March 22, 2006)
WHEREAS,
MAXIMUS, Inc. (the "Company") maintains the MAXIMUS Inc., 1997 Equity Incentive
Plan, as amended through March 22, 2006 (the "Plan"); and
WHEREAS,
the Plan has been amended from
time to time, and further amendment of the Plan now is considered
desirable.
NOW,
THEREFORE, by virtue and in
exercise of the powers under Section 12(k) of the Plan, the undersigned officer
does hereby amend the Plan, effective October 26, 2007, in the following
particulars:
1. By
deleting Section 7(b) of the Plan.
2. By
adding
the following sentence to the end of Section 12(a) of the Plan:
"Notwithstanding
the foregoing, a Participant, at any time prior to his or her death, may
assign
all or any portion of a vested Option (other than an Incentive Stock Option)
granted to him or her to a family member or a charitable organization or
Code
Section 501(c) private foundation meeting the requirements of Code Section
170(c). For purposes of Section 12(a), 'family member' shall mean a
Participant's 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, including
adoptive relationships, any person sharing the Participant's household (other
than a tenant of the Participant), a trust in which these persons (or the
Participant) have more than fifty percent (50%) of the beneficial interest,
a
foundation in which these persons (or the Participant) control the management
of
assets, and any other entity in which these persons (or the Participant)
own
more than fifty percent (50%) of the voting interests. Any such
transferee shall enter into a written agreement with the Company authorizing
the
Company to withhold shares of stock that would otherwise be delivered to
such
person upon an exercise of the Option to pay any federal, state, local, or
other
taxes that may be required to be withheld or paid in connection with such
exercise, in the event that the Participant is subject to withholding taxes
and
does not provide for an arrangement satisfactory to the Company to assure
that
such taxes will be paid. In the event of such transfer, the
transferee will be entitled to all of the Participant's rights with respect
to
the assigned portion of such Option, and such portion of the Option will
continue to be subject to all of the terms, conditions, and restrictions
applicable to the Option, as set forth herein and in the related Option
agreement. Any such assignment will be permitted only if the
Participant does not receive any consideration therefore and does not violate
applicable securities laws. Any such assignment shall be evidenced by
an appropriate written document executed by the Participant, and the Participant
shall deliver a copy thereof to the Committee on or prior to the effective
date
of the assignment."
3. By
adding the following new Section 13(g) of the Plan:
"(g)
Section
409A. To the extent any Award under the Plan creates
a deferred compensation arrangement (as defined in Code Section 409A and
the
applicable regulations and guidance thereunder) ('Section 409A') in accordance
with this Section 13(g).
(i)
Initial Deferral Elections. The deferral of
an Award or compensation otherwise payable to the Participant shall be set
forth
in the terms of the Award Agreement or as elected by the Participant pursuant
to
such rules and procedures as the Committee may establish. Any such
initial deferral election by a Participant will designate a time and form
of
payment and shall be made at such time as provided below:
(A) A
Participant may make a deferral election with respect to an Award (or
compensation giving rise thereto) at any time in any calendar year preceding
the
year in which services giving rise to such compensation or Award are
rendered.
(B) In
the case of the first year in which a Participant becomes eligible to receive
an
Award or defer compensation under the Plan (aggregating other plans of its
type
as defined in Section 1.409A-1(c) of the applicable regulations), the
Participant may make a deferral election within 30 days after the date the
Participant becomes eligible to participate in the Plan; provided, that such
election may apply only with respect to the portion of the Award or compensation
attributable to services to be performed subsequent to the
election.
(C) Where
the grant of an Award or payment of compensation, or their vesting is
conditioned upon the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of at least
12
consecutive months in which the Participant performs Service, a Participant
may
make a deferral election no later 6 months prior to the end of the applicable
performance period.
(D) Where
the vesting of an Award is contingent upon the Participant’s continued Service
for a period of no less than 13 months (or, if earlier, upon death, disability
or a change in control), the Participant may make a deferral election within
30
days of receiving an Award.
(E) A
Participant may make a deferral election in other circumstances and at such
times as may be permitted under Code Section 409A and any regulations or
guidance thereunder.
(ii)
Distribution Dates. Any deferred compensation
arrangement created under the Plan shall be distributed at such times as
provided in the Award Agreement, which may be upon the earliest or latest
of one
or more of the following:
(A) A
fixed date as set forth in the Award Agreement or pursuant to a Participant’s
election;
(B) the
Participant’s death;
(C) the
Participant’s 'Disability' as defined in Section 409A;
(D) a
'Change in Control' as defined in Section 409A;
(E) an
Unforeseeable Emergency, as defined in Section 409A and implemented by the
Committee;
(F) a
Participant’s termination of Service, or in the case of a Key Employee (as
defined in Code Section 409A) six months following the Participant’s termination
of Service; or
(G) such
other events as permitted under Code Section 409A and the regulations and
guidance thereunder.
(iii) Restrictions
on Distributions. No distribution may be made
pursuant to the Plan if the Committee reasonably determines that such
distribution would (A) violate Federal securities laws or other applicable
law;
(B) be nondeductible pursuant to Code Section 162(m); or (C) would jeopardize
the Company's ability to continue as a going concern. In any such
case, distribution shall be made at the earliest date at which Company
determines such distribution would not trigger clauses (A), (B) or (C)
above.
(iv) Redeferrals. The
Company, in its discretion, may permit Executive to make a subsequent election
to delay a distribution date, or, as applicable, to change the form distribution
payments, attributable to one or more events triggering a distribution, so
long
as (A) such election may not take effect until at least twelve (12) months
after
the election is made, (B) such election defers the distribution for a period
of
not less than five years from the date such distribution would otherwise
have
been made, and (C) such election may not be made less than twelve (12) months
prior to the date the distribution was to be made.
(v) Termination
of Deferred Compensation Arrangements. In addition,
the Company may in its discretion terminate the deferred compensation
arrangements created under this Plan subject to the following:
(A) the
arrangement may be terminated within the 30 days preceding, or 12 months
following, a Change in Control provided that all payments under such arrangement
are distributed in full within 12 months after termination;
(B) the
arrangement may be terminated in the Company’s discretion at any time provided
that (1) all deferred compensation arrangements of similar type maintained
by
the Company are terminated, (2) all payments are made at least 12 months
and no
more than 24 months after the termination, and (3) the Company does not adopt
a
new arrangement of similar type for a period of five years following the
termination of the arrangement;
(C) the
arrangement may be terminated within 12 months of a corporate dissolution
taxed
under Code Section 331 or with the approval of a bankruptcy court pursuant
to 11
U.S.C. 503(b)(1)(A) provided that the payments under the arrangement are
distributed by the latest of the (1) the end of the calendar year of the
termination, (2) the calendar year in which such payments are fully vested,
or
(3) the first calendar year in which such payment is administratively
practicable."
* * *
IN
WITNESS WHEREOF,
the Company has caused this First Amendment to be executed by the undersigned
duly authorized officer as of the ____ day of ____________ 2007.
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