Exhibit 10.10
September 26, 2002
Ernst Volgenau
8302 Summerwood Drive
McLean, VA 22102
Re: Amendment to Second Amended and Restated Stock Purchase Agreement
Dear Dr. Volgenau:
The purpose of this letter agreement is to amend the Second Amended and
Restated Stock Purchase Agreement, dated as of May 29, 2002, between you and SRA
International, Inc. (the "Stock Purchase Agreement").
As both parties to the Stock Purchase Agreement have agreed to
terminate the two insurance policies on your life provided by Lincoln Benefit
Life Company and to reduce the face amount of the policy provided by
Transamerica Occidental Life Insurance Company from $55,500,000 to $10,000,000,
Exhibit A to the Stock Purchase Agreement is hereby deleted and replaced in its
entirety with the Exhibit A attached to this letter.
Except as expressly modified hereby, all terms and conditions of the
Stock Purchase Agreement are to remain in full force and effect.
Sincerely,
SRA INTERNATIONAL, INC.
By: /s/ WILLIAM K. BREHM
--------------------------------
William K. Brehm,
Chairman of the Board of Directors
Agreed and Accepted:
/s/ ERNST VOLGENAU
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Ernst Volgenau
Date: September 26, 2002
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Exhibit A
Summary of Insurance Policy on the Life of Ernst Volgenau
Keyman Term Insurance Policy - SRA International, Inc. Sole Owner and Sole
Beneficiary
Insured Ernst Volgenau
Owner SRA International, Inc.
Beneficiary SRA International, Inc.
Insurance Provider Transamerica Occidental Life Insurance
Company
Policy Number 41775236
Policy Term June 9, 2000 to June 9, 2010
Face Amount $ 10,000,000
Annual premium through June 2010 $ 53,200