DYNAMICS RESEARCH CORP
FORM OF CHANGE OF CONTROL AGREEMENT
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<TYPE>EX-10.16
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<FILENAME>dex1016.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT
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                                                                   Exhibit 10.16


              DYNAMICS RESEARCH CORPORATION SPECIAL SEVERANCE PLAN
              ----------------------------------------------------


Dynamics Research Corporation's (DRC) Special Severance Plan will, in the event
of a Change of Control, protect selected and participating senior executives by
providing a generous compensation arrangement should they be adversely affected
by the Change of Control, and help DRC retain qualified employees and maintain a
stable work environment.

SECTION 1: DEFINITIONS

The following terms shall have the meanings set forth below:

1.1.     Board - The Board of Directors of the Company.

1.2.     Cause - (a) an Employee's willful and continued failure to
         substantially perform his or her duties, or (b) an Employee's willful
         engagement in conduct that is demonstrably and materially injurious,
         monetarily or otherwise, to a DRC Company or a Successor Employer.

1.3.     Change in Control - With respect to an Employee, the consummation of
         any transaction after the Effective Date, that results in the business
         of the Employer being conducted by an entity that is not a DRC Company.
         A Change in Control may be deemed to have occurred with respect to a
         single Employee or a group of Employees under the Plan without
         occurring with respect to other Employees under the Plan.
         Notwithstanding the foregoing, a Change in Control shall not be deemed
         to have occurred as a result of or in connection with (y) the
         distribution, whether by dividend or otherwise, of shares of the
         capital stock of DRC to its stockholders in substantially the same
         proportion as the shares are owned by its stockholders, or (z) the sale
         of all or any shares of capital stock of a DRC Company (i) pursuant to
         a registration statement filed with and declared effective by the
         Securities and Exchange Commission, or (ii) to any employees or
         employee benefit plan, or pursuant to any employee stock ownership or
         stock option plan or other fringe benefit plan, program, or practice
         sponsored, maintained, or administered by any company that immediately,
         prior to such sale was a DRC Company.

1.4.     Company - Dynamics Research Corporation, a Massachusetts corporation,
         and its successors.

1.5.     DRC - Dynamics Research Corporation and all of its Subsidiaries.

1.6.     Effective Date - January 1, 2001.

1.7.     Employee - a person whose participation in the Plan has been authorized
         by the Board or its designated representative and who has executed a
         participation agreement containing such terms, conditions, and
         limitations as may be prescribed and amended by the Board from time to
         time. An Employee shall automatically cease to be an Employee and a
         participant in the Plan if and when, prior to a Change in Control with
         respect to the Employee, his or her employment with DRC terminates for
         any reason.


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1.8.     Employer - The Company group, division, or operating unit to which an
         Employee is rendering substantially all of his or her services from
         time to time.

1.9.     ERISA - The Employee Retirement Income Security Act of 1974, as it
         maybe amended from time to time.

1.10.    Good Reason - Without an Employee's express written consent, the
         occurrence on or after a Change in Control of any of the following
         circumstances, unless such circumstances are corrected fully prior to
         the Severance Date:

         (a) a reduction in the Employee's Pay; or

         (b) the Employer's requiring the Employee to transfer to another
             office, facility, or job location more than fifty (50) miles from
             the Employee's then current office, facility, or job location.

1.11.    Month of Pay - The Employee's Pay prorated for one month in accordance
         with the Employee's regular payroll procedures.

1.12.    Pay - The sum of (a) the Employee's current yearly salary, plus (b) the
         greater of the Employee's most recent annual incentive compensation
         target award immediately prior to the Change in Control or the
         Employees most recent annual incentive compensation target award
         immediately prior to the Severance Date.

1.13.    Plan - The DRC Special Severance Plan, as set forth herein and as it
         may be amended from time to time. All such amendments shall be
         incorporated herein by reference as of the date of such amendment.

1.14.    Plan Administrator - The Compensation Committee of the Board of
         Directors of the Company, or such individuals or others as they shall
         appoint to administer the Plan.

1.15.    Salary - The greater of an Employee's annual base salary rate
         immediately prior to the applicable Change in Control or the Employee's
         annual base salary rate immediately prior to the Severance Date. Salary
         does not include bonuses or any other remuneration.

1.16.    Severance - The termination, while the Employee is an Employee, of his
         or her employment with the Company and the Successor Employers on or
         after the Effective Date and on or within two years after the first
         applicable Change in Control of the Employer, (i) by the Company and
         the Successor Employers other than for Cause, or (ii) by the Employee
         for Good Reason. An Employee shall not be considered to have incurred a
         Severance if his or her employment is discontinued by reason of (a) the
         Employee's voluntary termination of employment other than for Good
         Reason, (b) the Employee's mandatory retirement as permitted by
         applicable law, (c) the Employee's death, (d) a physical or mental
         condition that causes the Employee to be unable to substantially
         perform his or her duties including, without limitation, any condition
         that entitles the Employee to benefits under any sick pay or disability
         income policy or program of a the Company or a Successor Employer, (e)
         the Employer's requiring the Employee to transfer to another office,
         facility, or job location fifty (50) miles or less from the Employee's
         then current office, facility, or job location.

1.17.    Severance Date - The effective date of an Employee's Severance from
         employment with all DRC Companies and Successor Employers.



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1.18.    Severance Pay - Payments made to Employees pursuant to Section 2.1.

1.19.    Successor Employers - After a Change in Control of an Employer, the
         Employer, any company or other entity that has acquired or acquires the
         Employer, and all affiliates (as such term is defined in the
         regulations under the Securities Act of 1933) of the Employer or of any
         company or other entity that has acquired or acquires the Employer.
         "Successor Employer" means any of the Successor Employers.

SECTION 2:   BENEFITS

2.1.     Each Employee who incurs a Severance shall be entitled to receive
         Severance Pay equal to the number of Months of Pay, determined as
         follows:

                  Salary                                    Months of Pay
                  ------                                    -------------

         Less than $110,000                                         6

         More than $110,000 and less
         than or equal to $160,000                                  9

         More than $160,000 and less
         than or equal to $215,000                                 12

         More than $215,000                                        18


2.2.     Each Salary parameter figure set forth in 2.1 shall automatically
         increase by 5% on each anniversary of the Effective Date, provided,
         however that no such increase shall ever cause or result in an Employee
         receiving a lesser Months of Pay benefit, except for other
         disqualifying conditions provided for herein, then the Employee was
         previously entitled before the automatic increase.

2.3.     No Employee shall be eligible to receive Severance Pay or any other
         benefits under the Plan unless he or she first executes a valid and
         legally binding release in writing, in a form and manner prescribed by
         the Plan Administrator, releasing Dynamics Research Corporation, the
         Successor Employers, and their employees, officers, and directors from
         claims and liabilities of any kind relating to his or her employment.

2.4.     Severance Pay will be paid to eligible Employees in one lump sum, less
         required legal deductions. Severance Pay will be paid after the
         Severance Date on the first pay day which is more than seven (7) days
         following the Employee's execution of a valid and legally binding
         release in accordance with the provisions of Section 2.3.

2.5.     If the Company or a Successor Employer are or should become obligated
         by law or by contract to pay an Employee severance pay, salary
         continuance, notice pay, a termination indemnity, or the like, or if a
         the Company or a Successor Employer are or should become obligated by
         law or by contract to provide advance notice of separation ("Notice")
         to an Employee, then any Severance Pay otherwise payable under the Plan
         to the Employee shall be reduced by the amount of any such severance
         pay, salary continuance, notice pay, termination indemnity, or the
         like, and by the amount of compensation received with respect to any
         Notice period (including any Notice period which may be required under
         the Worker Adjustment and Retraining Notification Act) during which the
         Employee



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         is not required to work.

2.6.     For the period after the Severance Date equal to the Months of Pay used
         in Section 2.1 to compute the amount of Severance Pay, the Company
         shall arrange to provide the Employee with life and health insurance
         benefits substantially similar to those that the Employee was receiving
         immediately prior to the Severance Date, but, except as otherwise
         required by law, coverage under those benefits shall not continue after
         the Employee becomes an employee of another employer and covered under
         another group health or group life plan, respectively.

SECTION 3:   CLAIMS OPERATION AND INTERPRETATION

3.1.     The Plan shall be interpreted, administered, and operated by the Plan
         Administrator, who shall have complete authority, in his or her sole
         discretion, to determine who is eligible for benefits under the Plan,
         to interpret the Plan, to prescribe, amend, interpret and rescind rules
         and regulations relating to the Plan, and to make all of the
         determinations necessary or advisable for the administration of the
         Plan.

3.2.     All questions of any character whatsoever arising in connection with
         the interpretation of the Plan or its administration or operation shall
         be submitted to and settled and determined by the Plan Administrator in
         an equitable and fair manner in accordance with the procedure for
         claims and appeals described in Section 3.4. Subject to the provisions
         of Section 6.4, any such settlement and determination shall be final
         and conclusive, and shall bind and may be relied upon by the Company,
         each of the Employees, and all other parties in interest.

3.3.     The Plan Administrator may delegate any of their duties hereunder to
         such person or persons as they may designate from time to time.

3.4.     An Employee shall file a written claim with the Plan Administrator in
         order to receive severance benefits under the Plan. The Plan
         Administrator shall, within sixty (60) days after receipt of the
         written claim, send a written notification to the Employee as to its
         disposition. In the event the claim is wholly or partially denied, the
         written notification shall (a) state the specific reason or reasons for
         the denial, (b) make specific reference to pertinent Plan provisions on
         which the denial is based, (c) provide a description of any additional
         material or information necessary for the Employee to perfect the claim
         and an explanation of why such material or information is necessary,
         and (d) set forth the procedure by which the Employee may appeal the
         denial of his or her claim. In the event an Employee wishes to appeal
         the denial of his or her claim, he or she may request a review of the
         denial by making application in writing to the Plan Administrator
         within sixty (60) days after receipt of the denial. The Employee (or
         his or her duly authorized legal representative) may, upon written
         request to the Plan Administrator, review any documents pertinent to
         his or her claim, and submit in writing issues and comments in support
         of his or her position. Within sixty (60) days after receipt of a
         written appeal (unless special circumstances, such as the need to hold
         a hearing, require an extension of time, but in no event more than one
         hundred twenty (120) days after such receipt) the Plan Administrator
         shall notify the Employee of the final decision. The final decision
         shall be in writing and shall include specific reasons for the
         decision, written in a manner calculated to be understood by the
         claimant, and specific references to the pertinent Plan provisions on
         which the decision is based. In the event the Employee wishes to appeal
         from the Plan Administrator's decision, the Employee may submit the
         claim to final and binding arbitration, in accordance with Section 6.4,
         by giving written notice to the Plan Administrator within sixty (60)
         days after receipt of the Plan Administrators decision. No arbitration
         for benefits under the Plan may be commenced unless and until the
         Employee has submitted a written claim for benefits, has been notified
         that the claim has been denied, has filed


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         a written request for review of the denied claim, and has been notified
         in writing that the denial of the claim has been affirmed, all in
         accordance with the claims procedure described above.

SECTION 4:   PLAN MODIFICATION OR TERMINATION

4.1.     The Plan shall terminate upon the earliest of (a) the third anniversary
         of the Effective Date, or (b) the date on which more than 50% of the
         shares of capital stock of the Company are distributed, whether by
         dividend or otherwise, to their stockholders, or (c) the date on which
         more than 50% of the shares of capital stock of the Company or any
         parent company of the Company are sold by a DRC Company (i) pursuant to
         a registration statement filed with and declared effective by the
         Securities and Exchange Commission, or (ii) to any employees or
         employee benefit plan, or pursuant to any employee stock ownership or
         stock option plan or other fringe benefit plan, program or practice
         sponsored, maintained or administered by a the Company, or any
         affiliate (as such term is defined in the regulations under the
         Securities Act of 1933) of the Company. Notwithstanding the foregoing,
         in the event there has been a Change in Control of an Employer prior to
         the termination of the Plan, the Plan shall terminate with respect to
         the Employees of such Employer upon the second anniversary of the
         Change in Control.

4.2.     The Plan may be amended by the Board at any time; provided, however,
         that except as otherwise provided in Section 5.2, until the expiration
         date or termination date of the Plan, no amendment may be made which
         would be adverse to the eligibility or level of benefits in Section 2
         for any Employee or, after a Change in Control, similarly adverse to
         the benefits of any Employee or to the interests of a DRC Company.

SECTION 5:   GOVERNMENT LAWS AND REGULATIONS

5.1.     The Plan, as a "severance pay arrangement" within the meaning of
         Section 3(2) (B) (i) of ERISA, is intended to be excepted from the
         definitions of "employee pension benefit plan" and "pension plan" in
         Section 3(2) of ERISA, and is intended to meet the descriptive
         requirements of a plan constituting a "severance pay plan" within the
         meaning of regulations published by the Secretary of Labor at Title 29,
         Code of Federal Regulations, Section 2510.3-2(b).

5.2.     The Plan and the rights of Employees to Severance Pay under the Plan
         shall be subject to all applicable governmental laws and regulations.
         Notwithstanding any other provision of the Plan to the contrary, the
         Board may in its discretion make such changes in the Plan as may be
         required to conform the Plan to all applicable governmental laws and
         regulations.

SECTION 6:   GENERAL PROVISIONS

6.1.     Nothing in the Plan shall be deemed to give any Employee the right to
         be retained in the employ of any company or to interfere with the right
         of any company to discharge an Employee at any time and for any lawful
         reason, with or without notice or cause. I n addition, nothing in the
         Plan shall restrict an Employees right to terminate his or her
         employment at any time.

6.2.     Except as otherwise provided herein or by law, no right or interest of
         an Employee under the Plan shall be assignable or transferable, in
         whole or in part, either directly or by operation of law or otherwise,
         including without limitation by execution, levy, garnishment,
         attachment, pledge, or any other manner, no attempted assignment or
         transfer thereof shall be effective; and no right or interest of an
         Employee under the plan shall be liable for, or subject to, any
         obligation or liability of an Employee. When a payment is due under the
         Plan to an Employee and the Employee is


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         unable to care for his or her affairs, payment may be made directly to
         his or her legal guardian or personal representative.

6.3.     The Company may, at any time and from time to time, without any
         Employee's consent, assign its interest in the Plan with respect to one
         or more Employees to a DRC Company which shall assume all of the
         Company's obligations hereunder with respect to such Employees and,
         upon such assignment, the assignee shall be substituted for the Company
         for all purposes under the Plan with respect to such Employees. Any
         such assignment and assumption shall constitute a novation and
         assignee(s) shall be substituted automatically for the Company with
         respect to such Employees. Any such assignee shall have the same rights
         as the assignor to further assign the Plan. In connection with any
         Change in Control of an Employer, the Company may, assign its interest
         in the Plan with respect to any or all affected Employees to any entity
         or entities that, upon the Change in Control, will qualify as a
         Successor Employer, provided that such assignee assumes all of the
         Company's obligations hereunder with respect to such Employees. Any
         such assignment to one or more Successor Employers shall not prevent
         the transaction that results in the business of the Employer being
         conducted by an entity that is not a DRC Company from constituting a
         Change in Control.

6.4.     Any dispute or controversy arising out of or relating to the Plan (or
         to benefits which may be provided under the Plan), as well as any
         dispute or controversy arising out of or relating to the termination of
         an Employee's employment with any Employer, including any claims based
         on federal, state or local laws (including employment discrimination or
         wrongful dismissal laws), shall be settled exclusively by final and
         binding arbitration, conducted before a neutral arbitrator with
         expertise in employment law, including ERISA, in accordance with the
         Voluntary Labor Association Rules of the American Arbitration
         Association. In reaching a decision, the arbitrator shall interpret,
         apply and be bound by the Plan and by applicable law. The arbitrator
         shall apply the same standard of review in disputes relating to the
         Plan or to Plan benefits as a court of competent jurisdiction would
         apply under ERISA. The arbitrator shall have no authority to add to,
         detract from, or modify the Plan or any law in any respect. The
         arbitrator may grant any remedy or relief that may be necessary to make
         the injured party whole, provided that in no event may the arbitrator
         grant any remedy or relief that a court of competent jurisdiction could
         not grant, nor any relief greater than that sought by the injured
         party. Judgment may be entered on the arbitrator's award in any court
         of competent jurisdiction.

6.5.     The Plan is unfunded. Except as provided in Section 6.3, the liability
         for Severance Pay and the other obligations under the Plan are solely
         the responsibility of the Company. Severance Pay shall be payable from
         the Company's general assets, and no other company shall have any
         responsibility or liability under the Plan. However, the Company's
         liabilities under the Plan shall be discharged to the extent of any
         payment received by the Employee from any other company made for that
         purpose and on the Company's behalf or for its benefit.

6.6.     If any provision of the Plan shall be held void or unenforceable, the
         remainder of the Plan shall remain in full force and effect, and the
         Plan shall be construed as if such void or unenforceable provision were
         omitted; provided that in interpreting this Plan the arbitrator shall
         replace such void or unenforceable provision with an effective and
         legally permissible provision, the effect of which shall be identical
         to, or as close as reasonably possible to, the effect of the original
         provision.


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6.7.     As used in this Plan, any reference to the masculine, feminine, or
         neuter gender shall include all genders, the plural shall include the
         singular, and the singular shall include the plural.



                                      DYNAMICS RESEARCH CORPORATION

                                     /s/ James P. Regan
                                     ------------------------------------
                                     James P. Regan
                                     Chairman, President and CEO



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