CSRA INC. (NYSE:CSRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February22, 2018, CSRA Inc. (the “Company”) granted restricted units with respect to common stock, $0.001 par value per share, of the Company (the “2018 RSUs”) to our named executive officers (other than Mr.Prior), as follows:

In addition, effective February26, 2018, the Company granted 62,380 2018 RSUs to the Company’s Chief Executive Officer, Lawrence B. Prior III.

The 2018 RSUs, which were awarded to the CSRA 2015 Omnibus Incentive Plan, as amended, will vest in equal instalments over a three year period on each anniversary of the grant date. Following the consummation of the transactions contemplated by the Agreement and Plan of Merger entered into on February9, 2018, by and among: the Company; General Dynamics Corporation (“General Dynamics”), a corporation organized under the laws of Delaware; and Red Hawk Enterprises Corp., a Nevada corporation and a wholly owned subsidiary of General Dynamics, the 2018 RSUs will vest in full upon a termination of employment for death, for disability, by the Company without “cause,” or due to an employee’s resignation for “good reason” (as such term is defined in the Company’s Executive Officer Employment Separation Policy). In addition, each award agreement provides that, to the extent that any payments to be made to a recipient of such award (a)constitute a “parachute payment” under Section280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b)would be subject to the excise tax imposed by Section4999 of the Code, then such payment will either be made (i)in full or (ii)in such lesser amount that would result in no portion of such payment being subject to the Section4999 excise tax, whichever of the foregoing amounts (taking into account all applicable taxes), results in the executive officer’s receipt on an after-tax basis of the greatest amount of total compensation, notwithstanding that all or some portion of the awards may be taxable under Section4999.

The foregoing summary of the 2018 RSUs does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement for the 2018 RSUs attached hereto as Exhibit 10.1.

(d) Exhibits:

CSRA Inc. Exhibit
EX-10.1 2 d543897dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CSRA INC. AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT     1. Grant of Award. This Agreement (“Agreement”) is made and entered into as of «Grant_Date_x» (the “Grant Date”) by and between CSRA Inc.,…
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About CSRA INC. (NYSE:CSRA)

CSRA Inc. is a provider of information technology services to the United States federal government. The Company operates through two segments: Defense and Intelligence, and Civil. The Defense and Intelligence segment provides services to the Department of Defense (DoD), National Security Agency, branches of the Armed Forces, and other DoD and Intelligence agencies. The Civil segment provides services to various federal agencies within the Department of Homeland Security (the DHS), Department of Health and Human services, and other federal civil agencies, as well as various state and local government agencies. It supplies civil government agencies with mission information systems and associated technical support services. It provides its customers with technical services across service areas, including Digital Services, Enterprise Business Services, Digital Platforms, Cyber, Data Science, and Professional and Citizen Services. It has conducted operations in over 130 locations.