| Item 1.01 | Entry into a Material Definitive Agreement |
On March 9, 2020, ManTech International Corporation (Company) entered into indemnification agreements, in substantially the form incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K (Indemnification Agreement), with Ms. Judith L. Bjornaas, Ms. Bonnie J. Cook and Mr. Matthew A. Tait, each of whom currently serves as a named executive officer of the Company (each, an Indemnitee).
Under each Indemnification Agreement, in the event an Indemnitee was, is, or becomes subject to, a party to or witness or other participant in, or is threatened to be made subject to, a party to or witness or other participant in, a Claim (as defined in the Indemnification Agreement) by reason of (or arising in whole or in part out of or related to) an Indemnifiable Event (as defined in the Indemnification Agreement), the Company shall indemnify Indemnitee, or cause Indemnitee to be indemnified, to the fullest extent permitted by Delaware law in effect on the date hereof and as amended from time to time (provided, however, that no change in Delaware law shall have the effect of reducing the benefits available to Indemnitee under the Indemnification Agreement). Additionally, the Indemnification Agreement defines key terms, such as “Expenses” and “Claims,” and sets forth detailed processes related to determinations of an Indemnity’s entitlement to indemnification, time line and procedures regarding the advancement of Expenses (as defined in the Indemnification Agreement), and details the scope and limitation of such rights.
The foregoing summary of the Indemnification Agreement is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the form of the Indemnification Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 3, 2020, and is incorporated by reference into this Item 1.01 of this Current Report.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On March 9, 2021, the Compensation Committee of the Board of Directors (Compensation Committee) of the Company approved the 2021 Executive Incentive Compensation Plan (2021 Plan), in which the Company’s named executive officers (NEOs) participate. The 2021 Plan includes performance goals for participants based on the following criteria: revenue; earnings before interest and taxes; and contract bookings. The 2021 Plan provides for target incentive payment amounts for the executive officers that range from 80% to 100% of such officer’s 2021 base salary. Based on actual results for fiscal 2021, the potential payouts under the 2021 Plan may range from 0% to 175% of the executive officers’ respective target incentive payment amount. The description of the 2021 Plan set forth herein is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 9, 2021, the Compensation Committee approved grants of equity awards to our NEOs, with such awards to be made effective and granted on March 15, 2021. The grants consisted of time-base restricted stock units (time-based RSUs), which vest in one-third increments on each of the first, second, and third anniversary of the date of the grant, subject in each case to the continued employment of the award recipient through the applicable vesting date. The Compensation Committee also approved a one-time equity award for Mr. Phillips in the amount of 25,390 restricted stock units (RSUs), with half of those RSUs vesting on the fourth anniversary date of the grant and the remaining half vesting on the fifth anniversary of the date of the grant, subject in each case to continued employment of Mr. Phillips through the applicable vesting date.
