-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9qZE05jLZb+N5pT9WVkJYjagCnfYZuWURUgVw8yb2aEArTXyGp8zC4QQ2pG+i/u /5rYcQ/KMeeoRcVLVczWTA== 0001181431-10-056068.txt : 20101116 0001181431-10-056068.hdr.sgml : 20101116 20101116192424 ACCESSION NUMBER: 0001181431-10-056068 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101116 FILED AS OF DATE: 20101116 DATE AS OF CHANGE: 20101116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Osborne Robert Stephen CENTRAL INDEX KEY: 0001373481 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34972 FILM NUMBER: 101197890 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CENTER STREET 2: M/C: 482-C32-C66 CITY: DETROIT STATE: MI ZIP: 48265-3000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Booz Allen Hamilton Holding Corp CENTRAL INDEX KEY: 0001443646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 8283 GREENSBORO DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-902-5000 MAIL ADDRESS: STREET 1: 8283 GREENSBORO DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORER HOLDING CORP DATE OF NAME CHANGE: 20080821 3 1 rrd291134.xml FORM 3 X0203 3 2010-11-16 0 0001443646 Booz Allen Hamilton Holding Corp BAH 0001373481 Osborne Robert Stephen 8283 GREENSBORO DRIVE MCLEAN VA 22102 0 1 0 1 SVP and Executive GC Member of 13D Group Class A Common Stock 39050 D Employee Stock Option (right to buy) 12.81 2020-04-29 Class A Common Stock 61670 D Employee Stock Option (right to buy) 12.81 2020-04-29 Class A Common Stock 80160 D Employee Stock Option (right to buy) 12.81 2020-04-29 Class A Common Stock 43170 D The options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2011, 2012, 2013, 2014 and 2015. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events. The options vest and become exercisable ratably on June 30, 2011, 2012, 2013, 2014 and 2015 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met. The options vest and become exercisable ratably on June 30, 2011, 2012, 2013, 2014 and 2015 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met. By: /s/ Terence E. Kaden, Attorney-in-Fact for Robert S. Osborne 2010-11-16 EX-24.1 2 rrd261042_294500.htm POWER OF ATTORNEY - OSBORNE DC9752.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and appoints each of CG Appleby, Robert S. Osborne, Douglas S. Manya and Terence E. Kaden, signing singly, the undersigned’s true and lawful attorney-in-fact to:

1.      execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Booz Allen Hamilton Holding Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
2.      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
3.      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

power_osborne.DOC

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of October, 2010.

/s/ Robert Osborne_______________
Signature

2

power_osborne.DOC

 -----END PRIVACY-ENHANCED MESSAGE-----