<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________________to______________________
Commission file number 0-14161
ANALYSIS & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Connecticut 95-2579365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 2, North Stonington, Connecticut 06359
(Address of principal executive office)
(Zip Code)
(860) 599-3910
(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of the close of business August 11, 1997, the registrant had outstanding
2,362,132 shares of Common Stock.
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CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 5
PART II. OTHER INFORMATION REQUIRED IN REPORT
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 2. CHANGES IN SECURITIES 7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 7
ITEM 5. OTHER INFORMATION 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 7
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE QUARTERS ENDED JUNE 30, 1997 AND 1996
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
Revenue $ 37,450 $ 32,488
Costs and expenses 35,607 30,991
-------- --------
Operating earnings 1,843 1,497
-------- --------
Other expense (income):
Interest expense 31 76
Interest income (18) (37)
Equity in (income) loss of joint venture 12 (59)
Other, net 206 162
-------- --------
231 142
-------- --------
Earnings before income taxes 1,612 1,355
Income taxes 696 562
-------- --------
Net earnings $ 916 $ 793
======== ========
Earnings per common and
common equivalent share $ 0.38 $ 0.33
======== ========
Weighted average shares and
common equivalent shares
outstanding 2,370 2,422
======== ========
</TABLE>
See accompanying note to the consolidated financial statements.
1
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ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1997 (UNAUDITED) MARCH 31, 1997
- ------ ------------------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,035 $ 2,977
Contract receivables 23,922 24,693
Notes and other receivables 418 422
Prepaid expenses 967 777
-------------- --------------
Total current assets 26,342 28,869
Property, buildings, and equipment, net 13,846 13,964
Other assets:
Goodwill, net of accumulated amortization 9,702 9,464
Product development costs, net of accumulated
amortization 523 564
Deferred Compensation Plan investments 3,183 3,033
Investment in joint venture 1,380 1,392
Deposits and other 411 410
Deferred income taxes 207 117
-------------- --------------
15,406 14,980
-------------- --------------
TOTAL ASSETS $ 55,594 $ 57,813
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 317 $ 313
Accounts payable 1,316 1,246
Accrued expenses 7,124 9,376
Dividends payable -- 693
Deferred income taxes 475 663
-------------- --------------
Total current liabilities 9,232 12,291
Long-term debt, excluding current installments 2,409 2,490
Other long-term liabilities 3,183 3,043
-------------- --------------
TOTAL LIABILITIES 14,824 17,824
-------------- --------------
Shareholders' equity:
Common stock, $.125 stated value
Authorized 7,500,000 shares; issued
and outstanding 2,302,188 shares as of
June 30, 1997 and 2,295,787 shares
as of March 31, 1997 288 287
Additional paid-in capital 7,874 8,010
Retained earnings 32,608 31,692
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY 40,770 39,989
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 55,594 $ 57,813
============== ==============
</TABLE>
See accompanying note to the consolidated financial statements.
2
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ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE QUARTERS ENDED JUNE 30, 1997 AND 1996
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 916 $ 793
Adjustments to reconcile net earnings to
net cash provided (used) by operating activities:
Equity in income (loss) of joint venture 12 (59)
Depreciation and amortization of property, buildings
and equipment 626 621
Amortization of goodwill 127 115
Amortization of product development costs 48 18
Provision for deferred income taxes (278) (129)
Loss on sale of equipment 110 13
Decrease (increase) in:
Contract receivables 771 1,042
Notes and other receivables 4 145
Prepaid expenses (190) 231
Other assets (151) (218)
Increase (decrease) in:
Accounts payable and accrued expenses (2,182) (1,987)
Other long-term liabilities 140 241
------- -------
NET CASH PROVIDED (USED) BY CONTINUING OPERATIONS (47) 826
------- -------
INVESTING ACTIVITIES:
Additions to property, buildings, and equipment (620) (665)
Product development costs (7) (19)
Proceeds from the sale of equipment 2 --
Acquisition of business units (net of cash acquired) (365) (10)
------- -------
NET CASH USED BY INVESTING ACTIVITIES (990) (694)
------- -------
FINANCING ACTIVITIES:
Repayments of long-term borrowings (77) (59)
Proceeds from sale of common stock 308 168
Repurchase of common stock (443) (1,439)
Dividends paid (693) (659)
------- -------
NET CASH USED BY FINANCING ACTIVITIES (905) (1,989)
------- -------
Decrease in cash and cash equivalents (1,942) (1,857)
CASH AND CASH EQUIVALENTS:
Beginning of period 2,977 4,179
------- -------
END OF PERIOD $ 1,035 $ 2,322
------- -------
</TABLE>
See accompanying note to the consolidated financial statements.
3
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ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
1. The information furnished in the accompanying unaudited Consolidated
Statements of Operations, Consolidated Balance Sheets, and Consolidated
Statements of Cash Flows reflect all adjustments (consisting only of items
of a normal recurring nature) which are, in the opinion of management,
necessary for a fair statement of the Company's results of operations and
financial position for the interim periods. These financial statements
should be read in conjunction with the audited consolidated financial
statements and notes included in the Company's Annual Report for the year
ended March 31, 1997.
2. Earnings per share is computed by deducting income attributable to option
holders of Integrated Performance Decisions from net earnings in order
to determine net income attributable to common shareholders. This amount is
then divided by the weighted average number of common shares outstanding
and common stock equivalents.
3. On July 18, 1997, the Company sold its interest in Automation Software,
Incorporated to its joint venture partner, Brown & Sharpe Manufacturing Co.
(NYSE:BNS) of Kingston, Rhode Island for $3 million. Net cash proceeds from
the sale are estimated at $1.8 million, and as a result of the company's
investment of approximately $1.4 million in the joint venture as of the
date of the sale, a net after-tax gain of approximately $400,000 will be
recognized. The sale of Automation Software, Incorporated will be accounted
for in the Company's fiscal year 1998 second quarter financial results.
4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
A summary of comparative results for the quarters ended June 30, 1997
and June 30, 1996 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
PERCENT
1997 1996 CHANGE
---- ---- ------
<S> <C> <C> <C>
Revenue $37,450 $32,488 15.3%
Operating earnings 1,843 1,497 23.1%
Earnings before income taxes 1,612 1,355 19.0%
Net earnings 916 793 15.6%
Earnings per common and
common equivalent share 0.38 0.33 15.2%
Weighted average shares
and common equivalent
shares outstanding 2,370 2,422 (2.1%)
</TABLE>
Revenue increased 15.3% to $37.5 million for the three months ended June
30, 1997 (the first quarter of fiscal 1998) from $32.5 million for the three
months ended June 30, 1996. The increase in revenue is mainly attributable to
growth in both the Company's core defense business and commercial training
business. Vector Research, purchased on July 26, 1996, contributed $4.3 million
to first quarter fiscal 1998 revenue increase.
Operating earnings increased 23.1% for the three months ended June 30, 1997
to $1.8 million from $1.5 million for the three months ended June 30, 1996.
Operating earnings as a percentage of revenue (operating margin) increased to
4.9% compared with 4.6% in the previous year comparable quarter. The increase in
operating margin is due primarily to higher earnings on firm fixed price
projects in the current quarter offset in part by increased expenditures in the
Company's training business to build both its management and sales capabilities.
Total other expenses as a percentage of revenue increased to 0.6% for the
quarter ended June 30, 1997 as compared with 0.4% in the prior year first
quarter. The increase was primarily due to the Company's share of the loss from
its joint venture, Automation Software, Incorporated (ASI), of $12 thousand
compared to income of $59 thousand for the first three months of fiscal 1997. On
July 18, 1997, the Company sold its interest in ASI to its joint venture
partner, Brown & Sharpe Manufacturing Co. (NYSE:BNS) of Kingston, Rhode Island
for $3 million. Net cash proceeds from the sale are estimated at $1.8 million,
and as a result of the Company's investment of approximately $1.4 million in the
joint venture as of the date of the sale, a net after-tax gain of approximately
$400,000 will be recognized. The sale of ASI will be accounted for in the
Company's fiscal year 1998 second quarter financial results.
Earnings before income taxes increased 19.0% to $1.6 million in the first
quarter of fiscal 1998 from $1.4 million in the first quarter of fiscal 1997.
The Company's effective tax rate was 43.2% for the three-month period ended June
30, 1997 compared with 41.5% for the three-month period ended June 30, 1996. The
higher effective tax rate was due in part to the Company's share of the loss in
ASI. This loss is reported on an after tax basis which reduces income but not
taxes payable by the Company.
5
<PAGE> 8
Net earnings for the first quarter of fiscal 1998 increased 15.6% to $916
thousand from $793 thousand in the first quarter of fiscal 1997. Earnings per
share were $0.38 for the first quarter of fiscal 1998 compared with $0.33 in the
first quarter of fiscal 1997.
The weighted average number of common and common equivalent shares
outstanding decreased to 2.37 million for the current fiscal quarter compared
with 2.42 million in the fiscal 1997 first quarter. The decrease was due in part
to the continued repurchase of the Company's common shares as discussed more
fully below in liquidity and capital resources.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1998, net cash generated by operating
activities including collection of contract receivables was more than offset by
a reduction in accounts payable and accrued expenses of $2.2 million. Net cash
used by operating activities totaled $47 thousand.
Contract receivables totaled $23.9 million at June 30, 1997, $24.7 million
at March 31, 1997, and $23.2 million as of June 30, 1996 and represented 43%,
43%, and 44%, respectively, of total assets at each of those dates. The average
period for payment to the Company was 58 days at June 30, 1997 and March 31,
1997; and 65 days at June 30, 1996.
Net cash used for investing activities in the first quarter of fiscal 1998
totaled $990 thousand. The primary use of cash was for the purchase of equipment
and for the acquisition of a small company in California, Interactive Media
Solutions, Inc. on April 1, 1997.
Net cash used by financing activities in the first quarter of fiscal 1998
totaled $905 thousand. The primary uses of cash from financing activities were
for payment of dividends and the repurchase of the Company's common shares. On
May 30, 1997, the Company announced that it had expanded its share repurchase
program. The Company's Board of Directors has authorized the repurchase of an
additional 300,000 shares or a total of up to 500,000 shares in amounts and at
times and prices to be determined by the Company's management. Since the program
was initiated in March 1996, the Company has repurchased 206,000 shares. Since
March 31, 1997 the Company has repurchased 30,300 shares under this repurchase
program at current market prices on the date of purchase. There are
approximately 2.3 million shares currently outstanding.
Any capital needs not satisfied by cash generated from operations were, and
in the future will be, met with money borrowed by the Company under its
revolving credit agreement. The total funds available to the Company under this
agreement at June 30, 1997 were $20.0 million. There were no borrowings under
the Company's revolving credit agreement at June 30, 1997, March 31, 1997, or
June 30, 1996.
As a result of the sale of ASI, the Company's joint venture, the Company
will receive cash net of taxes and expenses of approximately $1.8 million.
However, because the cash had not been received as of June 30, 1997, it has not
yet been recorded on the balance sheet.
It is anticipated that the Company's existing cash, together with funds
generated from operations and borrowings under its revolving credit agreement,
will be sufficient to meet its normal working capital requirements for the
foreseeable future.
As of June 30, 1997, the Company does not have any other major capital
commitments.
The Company believes that inflation has not had a material effect on its
business.
6
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PART II. OTHER INFORMATION REQUIRED IN REPORT
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 2. CHANGES IN SECURITIES
NONE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
10A AMENDMENTS, DATED MAY 17, 1997, TO THE ANALYSIS &
TECHNOLOGY, INC. 1983, 1984, 1985, AND 1986 STOCK
OPTION PLANS
10B AMENDMENTS, DATED MAY 17, 1997, TO THE ANALYSIS &
TECHNOLOGY, INC. 1987, 1988, 1989, 1990, AND 1992
STOCK OPTION PLANS
10C AMENDMENTS, DATED MAY 17, 1997, TO THE ANALYSIS &
TECHNOLOGY, INC. 1994 AND 1995 STOCK OPTION PLANS
10D AMENDMENT, DATED MAY 17, 1997, TO THE ANALYSIS &
TECHNOLOGY, INC. DEFERRED COMPENSATION PLAN
EFFECTIVE MAY 17, 1997
10E AMENDMENT, DATED MAY 17, 1997, TO THE ANALYSIS &
TECHNOLOGY, INC. SAVINGS & INVESTMENT PLAN
EFFECTIVE MAY 17, 1997
10F FORM OF INDEMNIFICATION AGREEMENT, DATED MAY 17,
1997
11 EARNINGS PER SHARE CALCULATION
27 FINANCIAL DATA SCHEDULE
B. REPORTS ON FORM 8-K
A REPORT ON FORM 8-K, DATED MAY 30, 1997 REPORTING ITEM 5
- OTHER EVENTS, WAS FILED BY THE REGISTRANT ON JUNE 6,
1997
7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANALYSIS & TECHNOLOGY, INC.
Date: August 12, 1997 /s/Gary P. Bennett
------------------------------
Gary P. Bennett
President and CEO
Date: August 12, 1997 /s/David M. Nolf
------------------------------
David M. Nolf
Executive Vice President
8
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Analysis & Technology, Inc.
Form 10-Q for Quarter Ended June 30, 1997
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
10A - Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1983, 1984, 1985, and 1986 Stock Option Plans
10B - Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1987, 1988, 1989, 1990, and 1992 Stock Option Plans
10C - Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
1994 and 1995 Stock Option Plans
10D - Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
Deferred Compensation Plan effective May 17, 1997.
10E - Amendments, dated May 17, 1997, to the Analysis & Technology, Inc.
Savings & Investment Plan effective May 17, 1997.
10F - Form of Indemnification Agreement, dated May 17, 1997,
11 - Earnings Per Share Calculation
27 - Financial Data Schedule
(b) A report on Form 8-K, dated May 30, 1997 reporting Item 5 - Other
Events, was filed by the Registrant on June 6, 1997.
<PAGE> 1
EXHIBIT 10A
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1983 STOCK OPTION PLAN
1. The 1983 Plan is amended to insert a "Change in Control"
provision by adding the following language at the end of the first sentence in
Section 13 of the Plan:
Notwithstanding any other provision of this Plan or any Option
granted hereunder, each Option granted under this Plan and still outstanding
shall become immediately exercisable in the event that there is a "Change in
Control" of the Corporation; provided, however, that in the case of an Incentive
Stock Option, such acceleration of exercisability shall be subject to the
limitations of Section 6.2 of this Plan. For purposes of this Plan, the term
"Change in Control" shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was
<PAGE> 2
2
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or
<PAGE> 3
3
(iv) any Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of forty percent (40%) or more of the
then outstanding Voting Securities), has Beneficial Ownership of forty percent
(40%) or more of the combined voting power of the Surviving Corporation's then
outstanding voting securities; (2) A complete liquidation or dissolution of the
Company; or (3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
2. In all other respects, the 1983 Stock Option Plan remains
unchanged and in full force and effect.
<PAGE> 4
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1984 STOCK OPTION PLAN
1. The 1984 Plan is amended to insert a "Change in Control"
provision by adding the following language at the end of the first sentence in
Section 13 of the Plan:
Notwithstanding any other provision of this Plan or any Option
granted hereunder, each Option granted under this Plan and still outstanding
shall become immediately exercisable in the event that there is a "Change in
Control" of the Corporation; provided, however, that in the case of an Incentive
Stock Option, such acceleration of exercisability shall be subject to the
limitations of Section 6.2 of this Plan. For purposes of this Plan, the term
"Change in Control" shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was
<PAGE> 5
2
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or
<PAGE> 6
3
(iv) any Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of forty percent (40%) or more of the
then outstanding Voting Securities), has Beneficial Ownership of forty percent
(40%) or more of the combined voting power of the Surviving Corporation's then
outstanding voting securities; (2) A complete liquidation or dissolution of the
Company; or (3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
2. In all other respects, the 1984 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 7
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1985 STOCK OPTION PLAN
1. The 1985 Plan is amended to insert a "Change in Control"
provision by adding the following language at the end of the first sentence in
Section 13 of the Plan:
Notwithstanding any other provision of this Plan or any Option
granted hereunder, each Option granted under this Plan and still outstanding
shall become immediately exercisable in the event that there is a "Change in
Control" of the Corporation; provided, however, that in the case of an Incentive
Stock Option, such acceleration of exercisability shall be subject to the
limitations of Section 6.2 of this Plan. For purposes of this Plan, the term
"Change in Control" shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was
<PAGE> 8
2
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or
<PAGE> 9
3
(iv) any Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of forty percent (40%) or more of the
then outstanding Voting Securities), has Beneficial Ownership of forty percent
(40%) or more of the combined voting power of the Surviving Corporation's then
outstanding voting securities; (2) A complete liquidation or dissolution of the
Company; or (3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
2. In all other respects, the 1985 Stock Option Plan remains
unchanged and in full force and effect.
<PAGE> 10
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1986 STOCK OPTION PLAN
1. The 1986 Plan is amended to insert a "Change in Control"
provision by adding the following language at the end of the first sentence in
Section 13 of the Plan:
Notwithstanding any other provision of this Plan or any Option
granted hereunder, each Option granted under this Plan and still outstanding
shall become immediately exercisable in the event that there is a "Change in
Control" of the Corporation; provided, however, that in the case of an Incentive
Stock Option, such acceleration of exercisability shall be subject to the
limitations of Section 6.2 of this Plan. For purposes of this Plan, the term
"Change in Control" shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was
<PAGE> 11
2
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or
<PAGE> 12
3
(iv) any Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of forty percent (40%) or more of the
then outstanding Voting Securities), has Beneficial Ownership of forty percent
(40%) or more of the combined voting power of the Surviving Corporation's then
outstanding voting securities; (2) A complete liquidation or dissolution of the
Company; or (3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
2. In all other respects, the 1986 Stock Option Plan remains
unchanged and in full force and effect.
<PAGE> 1
EXHIBIT 10B
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1987 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 13(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 2
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 3
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1987 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 4
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1988 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 13(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 5
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 6
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1988 Stock Option Plan remains
unchanged and in full force and effect.
<PAGE> 7
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1989 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 13(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 8
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 9
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1989 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 10
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1990 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 13(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 11
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 12
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1990 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 13
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1992 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 13(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 14
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 15
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1992 Stock Option Plan remains
unchanged and in full force and effect.
<PAGE> 1
EXHIBIT 10C
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 12(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 2
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 3
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1994 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 4
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
1995 STOCK OPTION PLAN
1. The definition of "Change in Control" is amended by deleting the
second sentence of Section 12(b) and substituting the following in its place:
(b) For purposes of this Plan, the term "Change in Control" shall
mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 5
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 6
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the 1995 Stock Option Plan
remains unchanged and in full force and effect.
<PAGE> 1
EXHIBIT 10D
AMENDMENT TO ANALYSIS & TECHNOLOGY, INC.
DEFERRED COMPENSATION PLAN
1. The definition of "Change in Control" is amended by deleting the
fifth sentence of Section 6.10 and substituting the following in its place:
(b) For purposes of this Section 6.10, the term "Change in Control"
shall mean any of the following events:
(i) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") except that a
Person shall not include any employee benefit plan maintained by the
Corporation) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(ii) The individuals who, as of the date of this Agreement are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the members of the Board; provided, however, that if the
election, or nomination for election by the Company's common shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or
<PAGE> 2
2
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(iii) Approval by shareholders of the Company of: (1) A
merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger, consolidation or reorganization
of the Company where: (A) the shareholders of the Company, immediately before
such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least
sixty percent (60%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (B) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and (C) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of forty percent (40%) or more of the then outstanding Voting
Securities), has Beneficial Ownership of forty percent (40%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) A complete liquidation or dissolution of the Company; or (3) An
agreement for the sale or
<PAGE> 3
3
other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary).
2. In all other respects, the Company's Deferred Compensation Plan
remains unchanged and in full force and effect.
<PAGE> 1
EXHIBIT 10E
AMENDMENT TO
ANALYSIS & TECHNOLOGY, INC.
SAVINGS AND INVESTMENT PLAN
WHEREAS, Analysis & Technology, Inc. (the "Employer") heretofore adopted the
Analysis & Technology, Inc. Savings and Investment Plan (the "Plan"); and
WHEREAS, the Employer reserved the right to amend the Plan; and
WHEREAS, the Employer desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of May 17, 1997, as
follows:
1. Section 6.2 of the Plan shall be amended to read in its entirety as
follows:
6.2 FORFEITURE OF NONVESTED BALANCE. The nonvested portion of a
Participant's Account, as determined in accordance with Section 6.1,
shall be forfeited as of the earlier of (i) the date on which the
Participant receives distribution of his vested Account or (ii) the last
day of the Plan Year in which the Participant separates from Service.
If the Participant returns to the employment of the Employer prior to
incurring five (5) consecutive Breaks in Service, and prior to receiving
distribution of his vested Account, the nonvested portion shall be
restored. However, if the nonvested portion of the Participant's Account
was allocated as a forfeiture as the result of the Participant receiving
distribution of his vested Account balance, the nonvested portion shall
be restored if:
(a) the Participant resumes employment prior to incurring five (5)
consecutive Breaks in Service; and
(b) the Participant repays to the Plan, as of the earlier of (i) the
date which is five (5) years after his reemployment date or (ii)
the date which is the last day of the period in which the
Participant incurs five (5) consecutive Breaks in Service, an
amount equal to the total distribution derived from Employer
contributions under Section 4.2 and, if applicable, Section
13.3.
The nonvested amount shall be restored to the Participant's Account,
without interest or adjustment for interim Trust valuation experience,
by a special Employer contribution or from the next succeeding Employer
contribution and forfeitures, as appropriate.
2. Except as hereinabove amended, the provisions of the Plan shall
continue in full force and effect.
IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Amendment to be executed on the 17th day of May 1997.
ANALYSIS & TECHNOLOGY, INC.
By: /s/ David M. Nolf
Executive Vice President
<PAGE> 1
EXHIBIT 10F
FORM OF INDEMNIFICATION AGREEMENT
AGREEMENT dated as of the 17th day of May, 1997 between ANALYSIS &
TECHNOLOGY, INC., a Connecticut corporation (the "Company"), and the person
named as Indemnitee on the signature page hereof (the "Indemnitee").
W I T N E S S E T H:
WHEREAS, in recognition of the Indemnitee's need for substantial
protection against personal liability arising out of his service to the Company
and/or its subsidiaries and affiliates, and to induce the Indemnitee to continue
to serve as a director, officer, employee, agent or fiduciary of the Company
and/or various of its subsidiaries, affiliates and employee benefit plans, the
Company wishes to provide in this Agreement for the indemnification of, and the
advancing of expenses to, the Indemnitee as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
benefits to be derived from this Agreement, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Indemnification.
a) The Company hereby agrees to indemnify the Indemnitee in
the event the Indemnitee is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, any action, suit or proceedings (including any appeal), whether
civil, criminal, administrative, investigative or other, relating to any
occurrence or event before or after the date hereof, by reason of the fact that
the Indemnitee is or was a director, officer, employee, partner, trustee or
agent of the Company or any of its subsidiaries or affiliates, or is or was
serving at the request of the Company or any of its subsidiaries or affiliates
as a director, officer, employee, partner, trustee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, including but not limited to any such action, suit or proceeding
(including any appeal), whether civil, criminal, administrative, investigative
or other by any third party or by or in the right of the Company or any of its
subsidiaries or affiliates or any such other corporation, partnership, joint
venture, trust, employee
<PAGE> 2
benefit plan or enterprise (hereinafter called a "Claim"), for and against
expenses, including attorneys' fees, and all other costs, charges and expenses
paid, incurred by or assessable against the Indemnitee in connection with
investigating, defending, being a witness in or participating in, or preparing
to defend, be a witness in or participate in, any Claim (collectively,
"Expenses") and judgments, fines, penalties, taxes (including excise taxes), and
amounts paid or to be paid in settlement (including all interest, assessments
and other charges paid or payable in respect of the foregoing) incurred by the
Indemnitee in connection with any Claim (collectively, "Damages").
b) If requested by the Indemnitee, the Company shall, upon
presentation of bills, statements of account or invoices for Expenses relating
to a Claim, advance to or pay on behalf of the Indemnitee, within 30 days of
such request, any and all Expenses shown on such bills, statements or invoices
relating to such Claim (an "Expenses Advance"), upon (i) receipt of a written
affirmation of the Indemnitee's good faith belief that the Indemnitee conducted
himself in good faith and reasonably believed in the case of conduct in his
official capacity, that his conduct was in the Company's best interests, and in
all other cases, that his conduct was not opposed to its best interest; and in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; or that the proceeding involves conduct for which
liability has been eliminated under a provision of the Certificate of
Incorporation authorized by the Connecticut Business Corporation Act (the
"CBCA") (ii) receipt of a written undertaking by or on behalf of the Indemnitee
to repay such Expense Advance in the event of a final determination,
adjudication or judgment (as to which all rights of appeal have been exhausted
or have lapsed) that the Indemnitee is not entitled to indemnification pursuant
to this Agreement; and (iii) if required under applicable law, a determination
is made that the facts then known to those making the determination would not
preclude indemnification under the the CBCA.
c) In the event that the Indemnitee demands indemnification
hereunder as a result of any Claim, the Indemnitee shall provide the Company
with notice of such Claim and shall make available to the Company all
information in the Indemnitee's possession that reasonably relates to such
Claim. The Company shall have the right, but not the obligation, to control the
defense of the Indemnitee from such Claim at the Company's sole cost and expense
and by counsel mutually acceptable to the Company and the Indemnitee. In the
event that the Company shall elect to exercise such right to control such
defense, the
-2-
<PAGE> 3
Indemnitee shall have the right to participate in such defense at the
Indemnitee's sole expense and through counsel of its choice. No Claim shall be
settled or compromised without the consent of the Company, which shall not be
unreasonably withheld, unless the Company shall have failed, after the lapse of
a reasonable time, but in no event more than 30 days after notice to the Company
of such proposed settlement or compromise, to notify the Indemnitee of the
Company's reasonable objection thereto. The Indemnitee's failure to give timely
notice or to provide copies of documents or to furnish information in connection
with any Claim shall not constitute a defense to any claim for indemnification
by the Indemnitee hereunder except, and only to the extent, that the Company is
materially prejudiced thereby.
d) If there has not been a Change in Control (as defined in
Section 2(b) hereof), the determination that indemnification of the Indemnitee
is permissible in the circumstances shall be made by the Company's Board of
Directors, a committee of the Board of Directors, special legal counsel or the
Company's shareholders (the "Reviewing Party") in accordance with the CBCA, with
the method of determination to be chosen by the Board of Directors. If there has
been a Change in Control, the Reviewing Party shall be the special legal counsel
selected by the Company in accordance with the CBCA and approved by the
Indemnitee (which approval shall not be unreasonably withheld) unless (i) the
Change in Control has been approved by a majority of the Company's Board of
Directors who were directors immediately prior to such Change in Control and
(ii) the individuals who were directors prior to the Change in Control
constitute at least two-thirds of the members of the Board of Directors of the
Company as of the date of the determination. If there has been no determination
by the Reviewing Party or if the Reviewing Party determines that the Indemnitee
would not be permitted to be indemnified in whole or in part under applicable
law, the Indemnitee shall have the right to commence litigation in any court in
the State of Connecticut having subject matter jurisdiction thereof and in which
venue is proper seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof, or the legal or
factual bases therefor, and the Company hereby consents to service of process
and to appear in any such proceeding. Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and the Indemnitee.
-3-
<PAGE> 4
2. Change in Control.
a) If there has been a Change in Control, except as otherwise
provided in Section 1(d) of this Agreement, special legal counsel shall be
selected by the Company in accordance with the CBCA and approved by the
Indemnitee (which approval shall not be unreasonable withheld) and such special
legal counsel shall determine whether the officer or director is entitled to
indemnity payments and Expense Advances under this Agreement or any other
agreement or Certificate of Incorporation or Bylaws of the Company now or
hereafter in effect relating to Claims for Indemnifiable Events. Such special
legal counsel, among other things, shall render its written opinion to the
Company and the Indemnitee as to whether and to what extent the Indemnitee will
be permitted to be indemnified. The Company agrees to pay the reasonable fees of
the special legal counsel and to indemnify fully such special legal counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or the engagement of
special legal counsel pursuant hereto.
b) For purposes of this Agreement, a "Change in Control" shall
mean any of the following events:
(1) An acquisition (other than directly from the
Company) of any voting securities of the Company (the "Voting Securities") by
any "Person" (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") except
that a Person shall not include any employee benefit plan maintained by the
Corporation, immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding Voting Securities;
(2) The individuals who, as of the date of this
Agreement are members of the Board of Directors (the "Incumbent Board"), cease
for any reason to constitute at least two-thirds of the members of the Board;
provided, however, that if the election, or nomination for election by the
Company's common shareholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director shall, for purposes
of this Agreement, be considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member of the
Incumbent Board if
-4-
<PAGE> 5
such individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Company's Board of Directors (a
"Proxy Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(3) Approval by shareholders of the Company of:
(i) A merger, consolidation or reorganization
involving the Company, unless such merger, consolidation or reorganization is a
"Non-Control Transaction." A "Non-Control Transaction" shall mean a merger,
consolidation or reorganization of the Company where: (a) the shareholders of
the Company, immediately before such merger, consolidation or reorganization,
own directly or indirectly immediately following such merger, consolidation or
reorganization, at least sixty percent (60%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such merger or
consolidation or reorganization (the "Surviving Corporation") in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization; (b) the individuals who
were members of the Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation or reorganization constitute
at least two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially owning directly or indirectly a
majority of the Voting Securities of the Surviving Corporation; and (c) no
Person other than (i) the Company, (ii) any subsidiary, (iii) any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the Surviving Corporation, or any Subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of twenty-five percent (25%) or more of the then outstanding Voting
Securities) has Beneficial Ownership of twenty-five percent (25%) or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities;
(ii) A complete liquidation or dissolution of
the Company; or
-5-
<PAGE> 6
(iii) An agreement for the sale or other
disposition of all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).
3. Establishment of Trust. Immediately prior to or upon a Change in
Control (as defined above), the Company shall, upon written request by the
Indemnitee promptly create a trust (the "Trust") for the benefit of the
Indemnitee and from time to time, upon written request of the Indemnitee to the
Company, shall fund the Trust in an amount, as set forth in such request,
sufficient to satisfy any and all Expenses reasonably anticipated at the time of
each such request to be incurred in connection with investigating, preparing for
and defending any Claim, and any and all judgments, fines, penalties and
settlement amounts of any and all Claims from time to time actually paid or
claimed, reasonably anticipated or proposed to be paid. The terms of the Trust
shall provide that (i) the Trust shall not be revoked or the principal thereof
invaded without the written consent of the Indemnitee; (ii) the trustee of the
Trust (the "Trustee") shall advance in accordance with Section 1(b) hereof,
within 30 days of a request by the Indemnitee, any and all Expenses to the
Indemnitee, not advanced directly by the Company to the Indemnitee (and the
Indemnitee hereby agrees to reimburse the Trust under the circumstances under
which the Indemnitee would be required to reimburse the Company under Section
1(b)); (iii) the Trust shall continue to be funded by the Company in accordance
with the funding obligation set forth above; (iv) the Trustee shall promptly pay
to the Indemnitee all amounts for which the Indemnitee shall be entitled to
indemnification pursuant to this Agreement or otherwise; (v) the Company shall
pay all fees and expenses of the Trustee; and (vi) all unexpended funds in the
Trust shall revert to the Company upon a final determination by arbitration or
court of competent jurisdiction, as the case may be, that the Indemnitee has
been fully indemnified under the terms of this Agreement. The Trustee shall be
chosen by the Indemnitee.
4. Indemnification for Additional Expenses. The Company shall
indemnify the Indemnitee against any and all Expenses and, if requested by the
Indemnitee, shall, upon presentation of bills, statements of account or invoices
for Expenses, within 30 days of such request advance such Expenses shown on such
bills, statements or invoices to the Indemnitee, which are incurred by the
Indemnitee in connection with any claim asserted by or action brought by the
Indemnitee for (i) indemnification or advance payment of Expenses in accordance
with Section 1(b) hereof by the Company under this Agreement, any other
agreement to
-6-
<PAGE> 7
which the Company and the Indemnitee are parties, any provision of the Company's
Certificate of Incorporation or Bylaws now or hereafter in effect relating to
Claims and/or (ii) recovery under any directors' and officers' liability
insurance policies maintained by the Company relating to Claims, upon receipt of
a written undertaking by or on behalf of the Indemnitee to repay such expenses
in the event of a final determination, adjudication or judgment (as to which all
rights of appeal have been exhausted or have lapsed) that the Indemnitee is not
entitled to indemnification.
5. Partial Indemnity; Successful Defense; Burden of Proof. If the
Indemnitee is entitled under any provisions of this Agreement to indemnification
by the Company for some or a portion of the Expenses and Damages but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
the Indemnitee for the portion thereof to the maximum amount permitted under
applicable law. Moreover, notwithstanding any other provision of this Agreement,
to the extent that the Indemnitee has been successful on the merits or otherwise
in defense of any or all Claims or in defense of any issue or matter therein,
the Indemnitee shall be indemnified against any and all Expenses and Damages. In
connection with any determination by action of the Board of Directors of the
Company, arbitration agency or court of competent jurisdiction regarding whether
the Indemnitee is or is not entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish that the Indemnitee is not so
entitled.
6. No Presumption. For purposes of this Agreement, the termination
of any Claim by judgment, order or settlement (whether with or without court
approval), conviction or upon a plea of nolo contendere or its equivalent, shall
not create a presumption that the Indemnitee did not meet any particular
standard of conduct or had any particular belief or that a court has determined
that indemnification is not permitted by this Agreement or applicable law.
7. Contribution. In the event that the indemnification provided for
in this Agreement is unavailable to the Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying the Indemnitee, shall contribute to the
Expenses and Damages, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of the related Claim by the Board of Directors
of the Company or by the arbitrator, agency or court before which such Claim was
brought in order to reflect (i) the relative benefits received by the Company,
or any subsidiary or affiliate of the Company, and the Indemnitee as a result of
the events
-7-
<PAGE> 8
and/or transactions giving rise to such Claim and/or (ii) the relative fault of
the Company or any subsidiary or affiliate of the Company (and its directors,
officers, employees and agents other than the Indemnittee) and the Indemnitee in
connection with such events and/or transactions.
8. Interpretation of Indemnity. It is agreed between the parties
that, although the indemnities and other protections given by the Company to the
Indemnitee are considered necessary, fair and reasonable, if it should be found
that any of the provisions are void as going beyond that which is permitted by
law and if, by deleting part of the wording or by substituting a more restricted
indemnity or protection than that set out in Section 1, such provision would be
valid and enforceable, there shall be substituted such more restricted indemnity
or other provision or such deletions shall be made as shall render Section 1 or
such part thereof valid and enforceable; provided, however, that the terms of
such substituted indemnity or other provision or such deletions shall be
consistent with the provisions of Section 13.
9. Notices to the Company by the Indemnitee. The Indemnitee agrees
to notify the Company promptly in writing upon being served with or having
actual knowledge of any citation, summons, complaint, indictment or any other
similar document relating to any action which may result in a claim for
indemnification or contribution hereunder.
10. Non-exclusivity. The rights of the Indemnitee hereunder shall be
in addition to any other rights the Indemnitee may have under the Certificate of
Incorporation or Bylaws of the Company or of any subsidiary or affiliate of the
Company, or under applicable law or otherwise, and nothing herein shall be
deemed to diminish or otherwise restrict the Indemnitee's right to
indemnification under any such other provision. It is the intention of the
Company that the Indemnitee be indemnified hereunder to the maximum extent that
a corporation organized under the laws of Connecticut may indemnify its
officers, directors, employees and agents pursuant to the CBCA, or if applicable
law prohibits indemnification to such extent, to the maximum extent permitted
hereunder by causing any subsidiary or affiliate of the Company to satisfy such
obligation on behalf of the Company.
11. Amendments, Etc. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by all of the parties
hereto. No waiver of any of the provisions of this Agreement shall be
-8-
<PAGE> 9
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
12. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of and be enforceable against the parties hereto and, in the case
of the Company, its successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company) or, in the case
of the Indemnitee, his or her heirs and legal representative. This Agreement
shall continue in effect regardless of whether the Indemnitee continues to serve
as a director, officer, employee, agent or fiduciary of the Company, or any
subsidiary or affiliate of the Company, or any other enterprise at the Company's
request.
13. Severability. Subject to Section 5, if a court of competent
jurisdiction shall determine that any provision of this Agreement is void and of
no effect, the provisions of this Agreement shall be deemed amended to delete or
modify, as necessary, the offending provision, and this Agreement as so amended
or modified shall not be rendered unenforceable or impaired but shall remain in
force to the fullest extent possible in keeping with the intention of the
parties hereto.
14. Governing Law. The validity, interpretation and performance of
this Agreement shall be governed by the laws of the State of Connecticut
applicable to agreements made and to be performed entirely within such State.
15. Liability Insurance. To the extent the Company maintains at any
time an insurance policy or policies providing directors' and officers'
liability insurance, the Indemnitee shall be covered by such policy or policies,
in accordance with the terms of such policy or policies, to the maximum extent
of the coverage available for any other director or officer of the Company under
such insurance policy or policies. The purchase and maintenance of such
insurance shall not in any way limit or affect the rights and obligations of the
parties hereto, and the execution and delivery of this Agreement shall not in
any way be construed to limit or affect the rights and obligations of the
Company and/or of the other parties under any such insurance policy.
16. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or seven business days
-9-
<PAGE> 10
after mailing by certified or registered mail, return receipt requested, with
postage prepaid:
(a) If to the Indemnitee:
At the address for the Indemnitee shown in the
Company's records
(b) If to the Company:
Route 2, P.O. Box 220
Technology Park
North Stonington, CT 06359
Attention: David M. Nolf
Executive Vice President, Chief Financial
and Administrative Officer
or to such other address as the Indemnitee or the Company shall designate in
writing pursuant to the above.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
ANALYSIS & TECHNOLOGY, INC.
By: _______________________________
Indemnitee:
____________________________________
-10-
<PAGE> 1
Exhibit 11
ANALYSIS & TECHNOLOGY, INC. AND SUBSIDIARIES
Computation of Earnings per Share
For the period ended June 30, 1997 and June 30, 1996
<TABLE>
<CAPTION>
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Primary:
Weighted average shares outstanding 2,296,748 2,347,585
Net effect of dilutive stock options
based on the treasury stock method
using the average market price 73,478 74,226
Total 2,370,226 2,421,851
Net earnings $ 916,383 $ 792,747
Net effect of earnings attributable
to subsidiary stock options ($ 17,702) ($ 9,100)
----------- -----------
Net earnings $ 898,681 $ 783,647
Earnings per common and common
equivalent share $ 0.38 $ 0.33
Fully Diluted:
Weighted average shares outstanding 2,296,748 2,347,585
Net effect of dilutive stock options
based on the treasury stock method
using the period end price 109,849 57,445
Total 2,406,597 2,405,445
Net earnings $ 916,383 $ 792,747
Net effect of earnings attributable
to subsidiary stock options ($ 17,702) ($ 9,100)
----------- -----------
Net Earnings $ 898,681 $ 783,647
Earnings per common and common
equivalent share $ 0.37 $ 0.33
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000310876
<NAME> ANALYSIS AND TECHNOLOGY, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
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<PERIOD-END> JUN-30-1997
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0
0
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</TABLE>
