Deltek Systems, Inc. 13880 Dulles Corner Lane Herndon, Virginia 20171
Exhibit 10.52
Deltek Systems, Inc.
13880 Dulles Corner Lane
Herndon, Virginia 20171
July 22, 2005
Nanci Caldwell
1450 Bear Gulch Road East
Woodside, California 94062
Dear Nanci:
I am pleased to formally invite you to join the Board of Directors of Deltek Systems, Inc. I am very excited about the company’s future and equally excited at the prospect of your joining the Board. I am confident that you will be a very valuable addition to our efforts to develop Deltek.
As a member of the Board, you will be expected to attend and actively participate in the meetings of the Board (either in person or telephonically). I expect that the Board will hold up to four meetings per year.
The compensation package for Board members consists of the following:
| • | an annual retainer of $20,000, payable at your election in cash or common stock (subject to execution of a shareholder’s agreement) within 30 days following the date of your first Board meeting and thereafter on each anniversary of the date of that meeting; |
| • | a fee of $2,000 for each Board meeting you attend starting with the fourth meeting after the first meeting you attend; |
| • | options to purchase $100,000 of the company’s common stock with an exercise price of $36.10 and vesting in annual installments of 25% over four years; |
| • | the opportunity to purchase $150,000 of the company’s common stock at a per share purchase price of $36.10 (subject to execution of a shareholder’s agreement) within 120 days after the date of your appointment; and |
| • | reimbursement of business expenses incurred in connection with your Board service. |
Nanci, you will be a valuable addition to our team, and we look forward to working with you.
| Very truly yours, | ||
| DELTEK SYSTEMS, INC. | ||
| /s/ Alok Singh | ||
| By: | Alok Singh | |
| Its: | Vice President, Assistant Secretary and Assistant Treasurer | |
