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SRX > SEC Filings for SRX > Form 8-K on 19-May-2009All Recent SEC Filings

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Form 8-K for SRA INTERNATIONAL INC


19-May-2009

Change in Directors or Principal Officers, Financial Statements and Exhibit


ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Acting Chief Financial Officer

On January 30, 2009, Melissa A. Burgum was appointed acting Chief Financial Officer of SRA International, Inc. (the "Company") while the Company continued its search for a permanent candidate. Effective June 1, 2009, Ms. Burgum will return to her position as the Company's Corporate Controller and Treasurer.

(c) Chief Financial Officer

On May 19, 2009, the Company announced that Richard J. Nadeau, age 54, has been appointed Executive Vice President and Chief Financial Officer effective June 1, 2009. From September 2007 prior to this appointment, Mr. Nadeau served as Chief Financial Officer for Sunrise Living, Inc., a provider of senior living services in the United States, Canada, the United Kingdom and Germany. From March 2006 to May 2007 Mr. Nadeau served as Executive Vice President and Chief Financial Officer for The Mills Corporation, a publicly traded provider of development, redevelopment, leasing, financing, management, and marketing services. From March 2005 to March 2006, Mr. Nadeau served as Chief Financial Officer of Colt Defense LLC, a private company, which is a designer, developer and manufacturer of small arms and weapons systems for the U.S. Military. From June 2002 to March 2005, Mr. Nadeau was a partner at KPMG LLG, an international professional services firm.

Under an agreement signed on May 14, 2009, Mr. Nadeau will receive an annual salary of $390,000. He will also be paid a one-time signing bonus of $15,000. In addition, Mr. Nadeau will be granted 6,700 restricted stock shares and 56,100 non-qualified stock options under the Company's 2002 Stock Incentive Plan with a price equal to the fair market value of the Company's stock at the date of grant. These options and restricted stock shares will vest 25% per year over four years. For the year ending June 30, 2009, Mr. Nadeau will be eligible for a $312,000 annual bonus target pro-rated for his time of employment and subject to the terms of the Company's Cash Incentive Plan.

If Mr. Nadeau's employment is terminated by the Company (other than for specified cause events) or Mr. Nadeau terminates his employment for defined "good reason", he will receive his full base salary for twelve months, COBRA for twelve months and then-unvested annual cash incentives. Additionally, if a defined change in control event occurs and Mr. Nadeau is not offered the position of Chief Financial Officer or operating sector lead of the combined or surviving company, then up to 100% of his non-qualified stock options and restricted stock shares will vest immediately. Mr. Nadeau has agreed to protection of proprietary Company information, a one year non-competition obligation and a two year nonsolicitation obligation.

A copy of the press release dated May 19, 2009, announcing the appointment of Mr. Nadeau is attached hereto as Exhibit 99.1.



ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number      Exhibit
99.1        Press Release dated May 19, 2009, announcing the appointment of
            Richard J. Nadeau.


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