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Exhibit 10.16
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of
February 15, 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 300,000 shares of Common Stock in
connection with the employment of Steve Solomon as Vice President of 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
February 15, 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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