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Exhibit 10.15
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of
January 10, 2002, by and among DigitalNet Holdings, Inc., a Delaware corporation
(the "COMPANY"), Jack Pearlstein ("PEARLSTEIN") and Ken S. Bajaj ("BAJAJ", and
together with Pearlstein, the "EXECUTIVES"). Except as otherwise indicated
herein, capitalized terms used herein shall have the meanings set forth in the
Senior Management Agreements, dated as of September 7, 2001, by and among the
Company, DigitalNet, Inc. (the "EMPLOYER") and each of the Executives (the
"SMAs").
WHEREAS, pursuant to the SMAs, the Company loaned an amount to each
of the Executives under a Revolving Promissory Note (such notes, the "EXECUTIVE
NOTES") so as to enable the Executives to purchase Reserved Stock from the
Company;
WHEREAS, pursuant to SECTION 2 of the SMAs, the Company may
repurchase from the Executives the number of shares of Reserved Stock to be
issued in connection with an Employee Issuance; and
WHEREAS, the Company has provided written notice to the Executives
of an Employee Issuance of 350,000 shares of Common Stock in connection with the
engagement of Steve Hanau as a consultant to the Employer;
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES. Each of the Executives hereby agrees
to deliver and sell to the Company, and the Company hereby agrees to purchase
from each Executive, such number of shares of Reserved Stock as is listed next
to such Executive's name on EXHIBIT A hereto (the "Shares"). The purchase price
for the Shares shall be the Original Cost thereof, plus the pro rata portion of
all interest, fees and expenses paid or payable pursuant to the Executive Notes
with respect to the Shares, as indicated on EXHIBIT A hereto.
2. CLOSING AND DELIVERY.
a. The closing of the purchase and sale of Shares hereunder (the
"Closing") shall take place on January 10, 2002, or on such other
date as may be mutually agreeable to the parties hereto.
b. At the Closing, each of the Executives shall deliver to the
Company the certificates evidencing the shares of Reserved Stock
held by such Executives.
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c. At the Closing, the Company shall deliver to each of the
Executives:
i. the aggregate par value of the Shares being purchased
from such Executive, by check or wire transfer, as
set forth on EXHIBIT A hereto;
ii. a copy of SCHEDULE I of such Executive's Executive Note,
evidencing the reduction in the principal amount
outstanding under the Executive Note by the aggregate
repurchase price for the Shares (less the aggregate par
value of the Shares), as set forth on EXHIBIT A hereto;
and
iii. certificates evidencing the remaining shares of Reserved
Stock held by the Executive upon consummation of the
transactions contemplated herein, bearing only such
legends as were previously printed on certificates
evidencing shares of Reserved Stock.
3. REPRESENTATIONS AND WARRANTIES OF EXECUTIVES. Each of the
Executives, individually and not jointly, represents and warrants to the
Company, as to the Shares being sold pursuant hereto by such Executive, as
follows:
a. The Executive has full power and authority to execute and deliver
this Agreement and to perform his obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of
the Executive, enforceable in accordance with its terms and
conditions, except to the extent that any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws or
general equitable principles may affect the enforceability
thereof.
b. Except as set forth in the SMAs, the Executive is the sole record
and beneficial owner of the Shares, free and clear of all
security interests, claims, liens, pledges, options,
encumbrances, charges, agreements, voting trusts, proxies and
other arrangements or restrictions whatsoever (collectively,
"Encumbrances"). At the Closing, the Executive shall transfer to
the Company good and marketable title to the Shares, free and
clear of all Encumbrances, except as set forth in the SMAs.
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c. The Executive need not give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the
transactions contemplated by this Agreement. The execution,
delivery and performance of this Agreement by the Executive does
not conflict with, violate or result in the breach of, or create
any lien or encumbrance on the Shares pursuant to, any agreement,
instrument, order, judgment, decree, law or governmental
regulation to which the Executive is a party or is subject or by
which the Shares are bound, other than as may be required by
state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each of the Executives as follows:
a. The Company has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of
the Company, enforceable in accordance with its terms and
conditions, except to the extent that any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws or
general equitable principles may affect the enforceability
thereof.
b. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its
incorporation.
c. The Company need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government
or governmental agency in order to consummate the transactions
contemplated by this Agreement. The execution, delivery and
performance of this Agreement by the Company does not conflict
with, violate or result in the breach of, any agreement,
instrument, order, judgment, decree, law or governmental
regulation to which the Company is a party or is subject, other
than as may be required by state securities laws.
5. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement and the exhibit hereto will be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties and agreements contained herein shall terminate
on, and be of no force and effect after, the Closing.
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7. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
8. ENTIRE AGREEMENT; AMENDMENT. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way. The provisions of this Agreement may be amended and waived only with
the prior written consent of the Company and the Executives.
9. EXPENSES. The Company shall bear all of the costs and
expenses with respect to this Agreement and the transactions contemplated
hereby.
10. COUNTERPARTS. This Agreement may be executed in separate
counterparts (including, without limitation, by means of telecopied signature
pages), each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
11. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
12. HEADINGS. The titles and subtitles used in this Agreement
are used for convenience only and should not be considered in construing or
interpreting this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above mentioned.
/s/ Jack Pearlstein
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JACK PEARLSTEIN
/s/ Ken S. Bajaj
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KEN S. BAJAJ
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
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Name: Ken S. Bajaj
Title: Chairman, President and
Chief Executive Officer
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