Exhibit 10.3
MANAGEMENT INCENTIVE PLAN
OF
MANTECH INTERNATIONAL CORPORATION
SECTION 1. PURPOSE OF PLAN
The purpose of this Management Incentive Plan (this "Plan") of ManTech
International Corporation, a Delaware corporation ("ManTech"), is to enable
ManTech and its subsidiaries and affiliates (the "Company") to attract, retain
and motivate its directors, officers and other senior management and technical
personnel and to further align the interests of such persons with those of the
stockholders of ManTech by providing for or increasing the proprietary interest
of such persons in ManTech.
SECTION 2. ADMINISTRATION OF PLAN
2.1 Composition of Committee. This Plan shall be administered by the
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Compensation Committee of ManTech's Board of Directors (the "Committee"), as
appointed from time to time by the Board of Directors. The Board of Directors
shall fill vacancies on, and from time to time may remove or add members to, the
Committee. The Committee shall act pursuant to a majority vote or unanimous
written consent. The Board of Directors, in its sole discretion, may exercise
any authority of the Committee under this Plan in lieu of the Committee's
exercise thereof and in such instances references herein to the Committee shall
refer to the Board. Unless otherwise provided by the Board:
(a) with respect to any Award that the Committee intends to be
exempted by Rule 16b-3(d)(1) or (e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Committee shall consist of the Board
of Directors or of two or more directors each of whom is a "non-employee
director" (as such term is defined in Rule 16b-3 promulgated under the
Exchange Act, as such Rule may be amended from time to time),
(b) with respect to any Award that the Committee intends to qualify
as "performance-based compensation" under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Committee shall consist
of two or more directors, each of whom is an "outside director" (as such
term is defined under Section 162(m) of the Code), and
(c) with respect to any other Award, the Committee may appoint one or
more separate committees (any such committee, a "Subcommittee") composed of
one or more directors of ManTech (who may but need not be members of the
Committee) or to the extent permitted under Delaware law, officers of
ManTech, and may delegate to any such Subcommittee(s) the authority to
grant Awards under this Plan to Eligible Persons, to determine all terms of
such Awards, and/or to administer this Plan or any aspect of it. Any action
by any such Subcommittee within the scope of such delegation shall be
deemed for all purposes to have been taken by the Committee.
The Committee may designate the Secretary of ManTech or other Company employees
to assist the Committee in the administration of this Plan, and may grant
authority to such persons to execute agreements or other documents evidencing
Awards made under this Plan or other documents entered into under this Plan on
behalf of the Committee or ManTech, to make determinations under this Plan or
Awards and to interpret the terms of the Plan and Awards. Any such action by any
such person(s) within the scope of such delegation shall be deemed for all
purposes to have been taken or made by the Committee.
2.2 Powers of the Committee. Subject to the express provisions and
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limitations set forth in this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable, in its sole discretion, in
connection with the administration of this Plan, including, without limitation,
the following:
(a) to prescribe, amend and rescind rules and regulations relating to
this Plan and to define terms not otherwise defined herein; provided that,
unless the Committee shall specify otherwise, for purposes of this Plan (i)
the term "fair market value" shall mean, as of any date, the closing price
for a Share (as defined in Section 3.1) reported on Nasdaq Stock Market (or
such other stock exchange or quotation system on which Shares are then
listed or quoted) for the business day immediately preceding such date; and
(ii) the term "Company" shall mean ManTech and its subsidiaries and
affiliates, unless the context otherwise requires;
(b) to determine which persons are Eligible Persons (as defined in
Section 4), to which of such Eligible Persons, if any, Awards shall be
granted hereunder and the timing of any such Awards, and to grant Awards;
(c) to grant Awards to Eligible Persons and determine the terms and
conditions thereof, including the number of Shares subject to Awards and
the exercise or purchase price of such Shares and the circumstances under
which Awards become exercisable or vested or are forfeited or expire, which
terms may but need not be conditioned upon the passage of time, continued
service as a director or an employee, the satisfaction of performance
criteria, the occurrence of certain events (including events which the
Board or the Committee determine constitute a change of control), or other
factors;
(d) to establish, verify the extent of satisfaction of, adjust,
reduce or waive any performance goals or other conditions applicable to the
grant, issuance, exercisability, vesting and/or ability to retain any
Award;
(e) to prescribe and amend the terms of the agreements or other
documents evidencing Awards made under this Plan (which need not be
identical);
(f) to determine whether, and the extent to which, adjustments are
required pursuant to Section 10 and Section 11;
(g) to interpret and construe this Plan, any rules and regulations
under this Plan and the terms and conditions of any Award granted
hereunder, and to make exceptions to any such provisions in good faith and
for the benefit of the Company; and
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(h) to make all other determinations deemed necessary or advisable
for the administration of this Plan.
2.3 Determinations of the Committee. All decisions, determinations and
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interpretations by the Committee regarding this Plan shall be final and binding
on all Eligible Persons and Participants. The Committee shall consider such
factors as it deems relevant to making such decisions, determinations and
interpretations including, without limitation, the recommendations or advice of
any director, officer or employee of the Company and such attorneys, consultants
and accountants as it may select.
SECTION 3. STOCK SUBJECT TO PLAN
3.1 Aggregate Limits. The number of shares of ManTech's Class A Common
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Stock, $.01 par value ("Shares") initially reserved for issuance over the term
of the Plan shall not exceed three million (3,000,000) shares. The number of
Shares available for issuance under the Plan shall automatically increase on the
first trading day of January each calendar year during the term of the Plan,
beginning with calendar year 2003, by an amount equal to one and one-half
percent (1.5%) of the total number of shares outstanding (including all
outstanding classes of common stock) on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed one million five hundred thousand (1,500,000) shares. The
aggregate number of Shares available for issuance under this Plan and the number
of Shares subject to outstanding Options or other Awards shall be subject to
adjustment as provided in Section 10 and Section 11. The Shares issued pursuant
to this Plan may be Shares that previously were issued by ManTech, including
Shares purchased in the open market, or authorized but unissued Shares.
3.2 Tax Code Limits. The aggregate number of Shares issuable under all
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Awards granted under this Plan during any calendar year to any one Eligible
Person shall not exceed 500,000. Notwithstanding anything to the contrary in
this Plan, the foregoing limitations shall be subject to adjustment under
Section 10 and Section 11, but only to the extent that such adjustment will not
affect the status of any Award intended to qualify as "performance-based
compensation" under Code Section 162(m). The foregoing limitations shall not
apply to the extent that they are no longer required in order for compensation
in connection with grants under this Plan to be treated as "performance-based
compensation" under Code Section 162(m). All Shares available for issuance under
this Plan may be subject to Options which intend to qualify as Incentive Stock
Options ("ISOs") pursuant to Code Section 422. However, subject to adjustment
pursuant to Section 10 and Section 11, the aggregate number of ISOs available
for issuance shall not exceed 3,000,000.
3.3 Issuance of Shares. For purposes of Section 3.1, the aggregate number
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of Shares issued under this Plan at any time shall equal only the number of
Shares actually issued upon exercise or settlement of an Award and shall not
include Shares subject to Awards that have been canceled, expired or forfeited
or Shares subject to Awards that have been delivered (either actually or
constructively by attestation) to or retained by the Company in payment or
satisfaction of the purchase price, exercise price or tax withholding obligation
of an Award.
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SECTION 4. PERSONS ELIGIBLE UNDER PLAN
4.1 Eligible Employees and Participants. Any person who is a director,
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an employee or a prospective employee of the Company or of any of its
subsidiaries or affiliates shall be eligible to be considered for the grant of
Awards hereunder (an "Eligible Person"). Unless provided otherwise by the
Committee, the term "employee" shall mean an "employee" as such term is defined
in General Instruction A to Form S-8 under the Securities Act of 1933, as
amended. A "Participant" is any current or former Eligible Person to whom an
Award has been made and any person (including any estate) to whom an Award has
been assigned or transferred pursuant to Section 9.1.
4.2 Less Than Full Time Employment. The Committee shall determine the
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effect, if any, on the vesting, exercisability, retention and/or forfeiture of
an Award as a result of any decreased level of employment during any period in
which a Participant is on an approved leave of absence or is employed on a less
than full time basis, and the Committee may take into consideration any
accounting consequences to the Company in making any such adjustment.
4.3 Termination of Employment. For purposes of this Plan, "termination
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of employment" shall mean ceasing to serve as a full time employee or as a
director or director emeritus of the Company, except that an approved leave of
absence or approved employment on a less than full time basis may constitute
employment unless the Committee provides otherwise. The Committee shall
determine whether any corporate transaction, such as a sale or spin-off of a
division, business unit, joint venture or subsidiary that employs a Participant,
shall be deemed to result in a termination of employment with the Company for
purposes of any affected Participant's Awards.
SECTION 5. PLAN AWARDS
5.1 Award Types. The Committee, on behalf of the Company, is authorized
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under this Plan to enter into certain types of arrangements with Eligible
Persons and to confer certain benefits on them. The following arrangements or
benefits are authorized under this Plan if their terms and conditions are not
inconsistent with the provisions of this Plan: Options, Incentive Bonuses and
Incentive Stock. Such arrangements and benefits are sometimes referred to herein
as "Awards." The authorized types of arrangements and benefits for which Awards
may be granted are defined as follows:
(a) Options: An Option is a right granted under Section 6 to
purchase a number of Shares at such exercise price, at such times, and on
such other terms and conditions as are specified in the agreement or
terms and conditions or other document evidencing the Award (the "Option
Document"). Options intended to qualify as ISOs pursuant to Code Section
422 and Options not intended to qualify as ISOs ("Nonqualified Options")
may be granted under Section 6.
(b) Incentive Bonus: An Incentive Bonus is a bonus opportunity
awarded under Section 7 pursuant to which a Participant may become entitled
to receive an amount, payable in cash or Shares, based on satisfaction of
such performance criteria as
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are specified in the agreement or other document evidencing the Award (the
"Incentive Bonus Document").
(c) Incentive Stock: Incentive Stock is an award or issuance of
Shares made under Section 8, the grant, issuance, retention, vesting and/or
transferability of which is subject during specified periods of time to
such conditions (which may include continued service as a director or an
employee or performance conditions) and terms as are expressed in the
agreement or other document evidencing the Award (the "Incentive Stock
Document").
5.2 Grants of Awards. An Award may consist of one such arrangement or
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benefit described in Section 5.1 or two or more such arrangements or benefits in
tandem or in the alternative. Awards may include a tandem stock or cash right
feature pursuant to Section 9.5 and stock units pursuant to Section 9.6.
SECTION 6. OPTIONS
The Committee may grant an Option or provide for the grant of an Option,
either from time to time in the discretion of the Committee or automatically
upon the occurrence of specified events, including, without limitation, the
achievement of performance goals, the satisfaction of an event or condition
within the control of the recipient of the Award or within the control of
others.
6.1 Option Document. Each Option Document shall contain provisions
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regarding (a) the number of Shares that may be issued upon exercise of the
Option, (b) the purchase price of the Shares and the means of payment for the
Shares, (c) the term of the Option, (d) such terms and conditions on the vesting
and/or exercisability of an Option as may be determined from time to time by the
Committee, (e) restrictions on the transfer of the Option and forfeiture
provisions and (f) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee. Option Documents evidencing ISOs shall contain such terms and
conditions as may be necessary to qualify, to the extent determined desirable by
the Committee, with the applicable provisions of Section 422 of the Code.
6.2 Option Price. The purchase price per share of the Shares subject to
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each Option granted under this Plan shall be determined by the Committee, except
that in the event of an Option intended to qualify as an ISO or as qualifying
performance based compensation under Code Section 162(m), the exercise price
shall (a) equal or exceed 100% of the fair market value on the date the Option
is granted, and (b) equal or exceed 110% of the fair market value on the date
the Option is granted in the case of an ISO granted to an Eligible Person who at
the time of grant owns more than 10 percent of the total combined voting power
of all classes of stock of the ManTech within the meaning of Code Section 422.
6.3 Option Term. The "Term" of each Option granted under this Plan shall
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not exceed 10 years from the date of its grant, unless the Committee provides
for a lesser term, and shall not exceed 5 years from the date of its grant in
the case of an ISO granted to an employee who at the time of grant owns more
than 10 percent of the total combined voting power of all classes of stock of
ManTech within the meaning of Code Section 422.
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6.4 Option Vesting. Options granted under this Plan shall become vested
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and/or exercisable at such time and in such installments during the period prior
to the expiration of the Option's Term as determined by the Committee. Unless
the Committee provides otherwise, Options shall vest in one-third (1/3)
increments on the first, second and third anniversaries of the date the Option
is granted, provided that the Participant is a director or employee of the
Company on each applicable date. The Committee shall have the right to make the
timing of the ability to exercise any Option granted under this Plan subject to
continued service as a director or an employee, the passage of time and/or such
performance requirements as deemed appropriate by the Committee.
6.5 Termination of Employment or Service. Subject to Section 10 and
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Section 11 and unless the Committee provides otherwise, the terms of any Option
granted under this Plan shall provide (a) that if the Eligible Person to whom
such Option was granted ceases to serve as a director or an employee for any
reason other than death or disability, the Option shall not thereafter become
exercisable to an extent greater than it could have been exercised on the date
the Eligible Person's status as an employee or director (or in the case of a
director who also serves as an employee, as both an employee and director)
ceased, and that on the death or disability of an Eligible Person the Option
shall become fully exercisable; and (b) that the Option shall expire and cease
to be exercisable upon the earlier of the expiration of the Option Term and (i)
in the case of the Eligible Person's termination of employment on account of the
death or disability or ceasing to serve as a director for any reason, the first
anniversary of the termination of the Eligible Person's employment or service as
a director, (ii) in the case of the Eligible Person's termination of employment
on account of a termination for cause, five days after the termination of the
Eligible Person's employment, and (iii) in the case of the Eligible Person's
termination of employment for any reason other than the foregoing, ninety (90)
days after the termination of the Eligible Person's employment, unless such
person also served as a director, in which case clause (b)(i) of this Section
6.5 shall apply.
6.6 Payment of Exercise Price. The exercise price of an Option shall be
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paid in the form of one of more of the following, as the Committee shall
specify, either through the terms of the Option Document or at the time of
exercise of an Option: (a) cash or certified or cashiers' check, (b) shares of
capital stock of ManTech that have been held by the Participant for such period
of time as the Committee may specify, (c) other property deemed acceptable by
the Committee, (d) a reduction in the number of Shares or other property
otherwise issuable pursuant to such Option, (e) payment under an arrangement
with a broker selected or approved by ManTech where payment is made pursuant to
an irrevocable commitment by the broker to deliver to ManTech proceeds from the
sale of the Shares issuable upon exercise of the Option, or (f) any combination
of (a) through (e).
SECTION 7. INCENTIVE BONUSES
Each Incentive Bonus Award will confer upon the Eligible Person the
opportunity to earn a future payment tied to the level of achievement with
respect to one or more performance criteria established for a performance period
established by the Committee.
7.1 Incentive Bonus Document. Each Incentive Bonus Document shall contain
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provisions regarding (a) the target and maximum amount payable to the
Participant as an
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Incentive Bonus, (b) the performance criteria and level of achievement versus
these criteria that shall determine the amount of such payment, (c) the term of
the performance period as to which performance shall be measured for determining
the amount of any payment, (d) the timing of any payment earned by virtue of
performance, (e) restrictions on the alienation or transfer of the Incentive
Bonus prior to actual payment, (f) forfeiture provisions and (g) such further
terms and conditions, in each case not inconsistent with this Plan as may be
determined from time to time by the Committee. The maximum amount payable as an
Incentive Bonus may be a multiple of the target amount payable, but the maximum
amount payable pursuant to that portion of an Incentive Bonus Award granted
under this Plan for any fiscal year to any Participant that is intended to
satisfy the requirements for "performance-based compensation" under Code Section
162(m) shall not exceed $2,000,000.
7.2 Performance Criteria. The Committee shall establish the performance
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criteria and level of achievement versus these criteria that shall determine the
target and maximum amount payable under an Incentive Bonus Award, which criteria
may be based on financial performance and/or personal performance evaluations.
The Committee may specify the percentage of the target Incentive Bonus that is
intended to satisfy the requirements for "performance-based compensation" under
Code Section 162(m). Notwithstanding anything to the contrary herein, the
performance criteria for any portion of an Incentive Bonus that is intended by
the Committee to satisfy the requirements for "performance-based compensation"
under Code Section 162(m) shall be a measure based on one or more Qualifying
Performance Criteria (as defined in Section 9.2) selected by the Committee and
specified at the time the Incentive Bonus Award is granted. The Committee shall
certify the extent to which any Qualifying Performance Criteria has been
satisfied, and the amount payable as a result thereof, prior to payment of any
Incentive Bonus that is intended to satisfy the requirements for
"performance-based compensation" under Code Section 162(m).
7.3 Timing and Form of Payment. The Committee shall determine the timing
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of payment of any Incentive Bonus. The Committee may provide for or, subject to
such terms and conditions as the Committee may specify, may permit a Participant
to elect for the payment of any Incentive Bonus to be deferred to a specified
date or event. An Incentive Bonus may be payable in Shares or in cash or other
property, in each case as determined by the Committee. Any Incentive Bonus that
is paid in cash or other property shall not affect the number of Shares
otherwise available for issuance under this Plan.
7.4 Discretionary Adjustments. Notwithstanding satisfaction of any
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performance goals, to the extent the Committee provides in the Incentive Bonus
Document, the amount paid under an Incentive Bonus Award on account of either
financial performance or personal performance evaluations may be reduced by the
Committee on the basis of such further considerations as the Committee shall
determine.
SECTION 8. INCENTIVE STOCK
Incentive Stock is an award or issuance of Shares the grant, issuance,
retention, vesting and/or transferability of which is subject during specified
periods of time to such conditions (including continued employment or service as
a director or performance conditions) and terms as the Committee deems
appropriate.
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8.1 Incentive Stock Document. Each Incentive Stock Document shall contain
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provisions regarding (a) the number of Shares subject to such Award or a formula
for determining such, (b) the purchase price of the Shares, if any, and the
means of payment for the Shares, (c) the performance criteria, if any, and level
of achievement versus these criteria that shall determine the number of Shares
granted, issued, retainable and/or vested, (d) such terms and conditions on the
grant, issuance, vesting and/or forfeiture of the Shares as may be determined
from time to time by the Committee, (e) restrictions on the transferability of
the Shares and (f) such further terms and conditions in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee.
8.2 Sale Price. Subject to the requirements of applicable law, the
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Committee shall determine the price, if any, at which Shares of Incentive Stock
shall be sold or awarded to an Eligible Person, which may vary from time to time
and among Eligible Persons and which may be below the fair market value of such
Shares at the date of grant or issuance.
8.3 Share Vesting. The grant, issuance, retention and/or vesting of
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Shares of Incentive Stock shall occur at such time and in such installments as
determined by the Committee or under criteria established by the Committee. The
Committee shall have the right to make the timing of the grant and/or the
issuance, ability to retain and/or vesting of Shares of Incentive Stock subject
to continued employment or service as a director, passage of time and/or such
performance criteria as provided by the Committee. Unless otherwise determined
by the Committee, Shares of Incentive Stock shall vest in one-third (1/3)
increments on the first, second and third anniversaries of the date the
Incentive Stock is granted, provided that the Participant is a director or
employee of the Company on each applicable date. Notwithstanding anything to the
contrary herein, the performance criteria for any Incentive Stock that is
intended to satisfy the requirements for "performance-based compensation" under
Code Section 162(m) shall be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified at the time the
Incentive Stock Award is granted.
8.4 Discretionary Adjustments. Notwithstanding satisfaction of any
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performance goals, to the extent provided at the time of grant, the number of
Shares granted, issued, retainable and/or vested under an Incentive Stock Award
on account of either financial performance or personal performance evaluations
may be reduced by the Committee on the basis of such further considerations as
the Committee shall determine.
8.5 Termination of Employment or Service. Subject to Section 10 and
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Section 11, upon a termination of employment or service as a director with the
Company by a Participant prior to the vesting of or the lapsing of restrictions
on Incentive Stock, the Incentive Stock Awards granted to such Participant shall
be subject to such procedures as determined by the Committee.
SECTION 9. OTHER PROVISIONS APPLICABLE TO AWARDS
9.1 Transferability. Unless the agreement or other document evidencing an
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Award (or an amendment thereto authorized by the Committee) expressly states
that the Award is transferable as provided hereunder, no Award granted under
this Plan, nor any interest in such Award, may be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred
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in any manner prior to the vesting or lapse of any and all restrictions
applicable thereto, other than by will or the laws of descent and distribution.
The Committee may grant an Award or amend an outstanding Award to provide that
the Award is transferable or assignable (a) in the case of a transfer without
the payment of any consideration, to any "family member" as such term is defined
in Section 1(a)(5) of the General Instructions to Form S-8 under the 1933 Act,
as such may be amended from time to time, (b) in any transfer described in
clause (ii) of Section 1(a)(5) of the General Instructions to Form S-8 under the
1933 Act as amended from time to time, provided that following any such transfer
or assignment the Award will remain subject to substantially the same terms
applicable to the Award while held by the Participant, as modified as the
Committee shall determine appropriate, and as a condition to such transfer the
transferee shall execute an agreement agreeing to be bound by such terms.
9.2 Qualifying Performance Criteria. For purposes of this Plan, the term
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"Qualifying Performance Criteria" shall mean any one or more of the following
performance criteria, either individually, alternatively or in any combination,
applied to either the Company as a whole or to a business unit or subsidiary,
either individually, alternatively or in any combination, and measured either
annually or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous years' results or to a
designated comparison group, in each case as specified by the Committee in the
Award: (a) cash flow, (b) earnings per share (including earnings before
interest, taxes and amortization), (c) stock price, (d) return on equity, (e)
total stockholder return, (f) return on capital, (g) return on assets or net
assets, (h) revenue, (i) income or net income, (j) operating income or net
operating income, (k) operating profit or net operating profit, (l) operating
margin or profit margin, (m) return on operating revenue, (n) market share,
and/or (o) contract win, renewal or extension. To the extent consistent with
Section 162(m) of the Code, the Committee shall appropriately adjust any
evaluation of performance under a Qualifying Performance Criteria to exclude any
of the following events that occurs during a performance period: (i) asset
write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect
of changes in tax law, accounting principles or other such laws or provisions
affecting reported results, (iv) accruals for discontinued operations,
reorganization and restructuring programs and (v) any extraordinary
non-recurring items as described in Accounting Principles Board Opinion No. 30
and/or in management's discussion and analysis of financial condition and
results of operations appearing in the ManTech's annual report to stockholders
for the applicable year.
9.3 Dividends. Unless otherwise provided by the Committee, no adjustment
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shall be made in Shares issuable under Awards on account of cash dividends that
may be paid or other rights that may be issued to the holders of Shares prior to
their issuance under any Award. No dividends or dividend equivalent amounts
shall accrue or be paid to any Participant with respect to the Shares subject to
any Award that have not vested or been issued or that are subject to any
restrictions or conditions on the record date for dividends, unless the
Committee provides otherwise.
9.4 Documents Evidencing Awards. The Committee shall, subject to
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applicable law, determine the date an Award is deemed to be granted, which for
purposes of this Plan shall not be affected by the fact that an Award is
contingent on subsequent events. The Committee or, except to the extent
prohibited under applicable law, its delegate(s) may establish the terms of
agreements or other documents evidencing Awards under this Plan and may, but
need not,
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require as a condition to any such agreement's or document's effectiveness that
such agreement or document be executed by the Participant and that such
Participant agree to such further terms and conditions as specified in such
agreement or document. The grant of an Award under this Plan shall not confer
any rights upon the Participant holding such Award other than such terms, and
subject to such conditions, as are specified in this Plan as being applicable to
such type of Award (or to all Awards) or as are expressly set forth in the
agreement or other document evidencing such Award.
9.5 Tandem Stock or Cash Rights. Either at the time an Award is granted
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or by subsequent action, the Committee may, but need not, provide that an Award
shall contain as a term thereof, a right, either in tandem with the other rights
under the Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of Shares, cash or a combination
thereof, the amount of which is determined by reference to the value of the
Award.
9.6 Stock Units. A "Stock Unit" is a bookkeeping entry representing an
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amount equivalent to the fair market value of one share of Common Stock. Stock
Units represent an unfunded and unsecured obligation of the Company, except as
otherwise provided for by the Committee. Stock Units may be issued upon exercise
of Options, may be granted in payment and satisfaction of Incentive Bonus Awards
and may be issued in lieu of, Performance Stock or any other Award that the
Committee elects to be paid in the form of Stock Units. Unless provided
otherwise by the Committee, settlement of Stock Units shall be made by issuance
of Shares and shall occur within 60 days after an Employee's termination of
employment for any reason. The Committee may provide for Stock Units to be
settled in cash (at the election of ManTech or the Participant, as specified by
the Committee) and to be made at such other times as it determines appropriate
or as it permits a Participant to choose. The amount of Shares, or other
settlement medium, to be so distributed may be increased by an interest factor
or by dividend equivalents, which may be valued as if reinvested in Shares.
Until a Stock Unit is settled, the number of shares of Shares represented by a
Stock Unit shall be subject to adjustment pursuant to Section 10 and Section 11.
9.7 Additional Restrictions on Awards. Either at the time an Award is
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granted or by subsequent action, the Committee may, but need not, impose such
restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by a Participant or other subsequent transfers
by a Participant of any Shares issued under an Award, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions
designed to delay and/or coordinate the timing and manner of sales by
Participants, and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.
SECTION 10. CHANGES IN CAPITAL STRUCTURE
10.1 Corporate Actions Unimpaired. The existence of outstanding Awards
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(including any Options) shall not affect in any way the right and power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of Shares or other securities or subscription rights
thereto, or any issuance of bonds, debentures, preferred or prior preference
stock ahead of or
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affecting the Shares or other securities of the Company or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. Further, except as expressly
provided herein or by the Committee, (a) the issuance by the Company of shares
of stock of any class of securities convertible into shares of stock of any
class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, (b) the payment of a dividend in property other than Shares, or (c)
the occurrence of any similar transaction, and in any case whether or not for
fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of Shares subject to Options or other Awards
theretofore granted or the purchase price per Share, unless the Committee shall
determine in its sole discretion that an adjustment is necessary to provide
equitable treatment to a Participant.
10.2 Adjustments Upon Certain Events. If the outstanding Shares or other
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securities of the Company, or both, for which the Award is then exercisable or
as to which the Award is to be settled shall at any time be changed or exchanged
by declaration of a stock dividend, stock split, combination of shares,
recapitalization, reorganization, merger, acquisition or combination or in the
event of an extraordinary dividend paid in cash, debt or property, in each case
as such events may be determined by the Committee to occur, the Committee may,
but need not, appropriately and equitably adjust the number and kind of Shares
or other securities which are subject to this Plan or subject to any Awards
theretofore granted, and the exercise or settlement prices of such Awards, so as
to maintain the proportionate number of Shares or other securities without
changing the aggregate exercise or settlement price, provided, however, that
such adjustment shall be made so as to not affect the status of any Award
intended to qualify as an ISO or as "performance-based compensation" under
Section 162(m) of the Code.
SECTION 11. CORPORATE TRANSACTIONS
11.1 Assumption or Replacement of Awards by Successor. In the event of
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(a) a dissolution or liquidation of ManTech, (b) a merger or consolidation in
which ManTech is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of ManTech in a
different jurisdiction, or other transaction in which there is no substantial
change in the stockholders of ManTech or their relative stock holdings and the
Awards granted under this Plan are assumed, converted or replaced by the
successor corporation, which assumption will be binding on all Participants),
(c) a merger in which ManTech is the surviving corporation but after which the
stockholders of ManTech immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with ManTech in such merger) cease to own their shares or other equity
interest in ManTech, (d) the sale of substantially all of the assets of ManTech,
or (e) the acquisition, sale, or transfer of more than 50% of the outstanding
shares of ManTech by tender offer or similar transaction, any or all outstanding
Awards may be assumed, converted or replaced by the successor corporation (if
any), which assumption, conversion or replacement will be binding on all
Participants. In the alternative, the successor corporation may substitute
equivalent Awards or provide substantially similar consideration to Participants
as was provided to stockholders (after taking into account the existing
provisions of the Awards). The successor corporation may also issue, in place of
outstanding Shares of ManTech held by the Participant, substantially
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similar shares or other property subject to repurchase restrictions no less
favorable to the Participant. In the event such successor corporation (if any)
refuses to assume or substitute Awards, as provided above, pursuant to a
transaction described in this Subsection 11.1, such Awards (in the case of
Options, to the extent not exercised prior to the date of such transaction and
in the case of all other Awards, to the extent not fully vested and free from
any restrictions prior to the date of such transaction) will expire on such
transaction at such time and on such conditions as the Committee determines.
Notwithstanding anything in this Plan to the contrary, the Committee may, in its
sole discretion, but need not, provide in the terms of an Award for alternative
treatment in connection with a transaction described in this Section 11 and/or
provide that the vesting of any or all Awards granted pursuant to this Plan will
accelerate in connection with a transaction described in this Section 11.
11.2 Other Treatment of Awards. Subject to any greater rights granted to
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Participants under the foregoing provisions of this Section 11, in the event of
the occurrence of any transaction described in Section 11.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.
11.3 Assumption of Awards by the Company. The Company, from time to time,
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also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Award under this Plan in substitution of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted exercise price.
SECTION 12. TAXES
12.1 Withholding Requirements. The Committee may make such provisions or
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impose such conditions as it may deem appropriate for the withholding or payment
by a Participant of any taxes that the Committee determines are required in
connection with any Award granted under this Plan, and a Participant's rights in
any Award are subject to satisfaction of such conditions.
12.2 Payment of Withholding Taxes. Notwithstanding the terms of Section
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12.1, the Committee may provide in the agreement or other document evidencing an
Award or otherwise that all or any portion of the taxes required to be withheld
by the Company or, if permitted by the Committee, desired to be paid by the
Participant, in connection with the exercise, vesting, settlement or transfer of
any Award shall or may be paid by the Company withholding shares of ManTech's
capital stock otherwise issuable or subject to such Award, by the Participant
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delivering previously owned shares of ManTech's capital stock, in each case
having a fair market value equal to the amount required or elected to be
withheld or paid, or by a broker selected or approved by the Company paying such
amount pursuant to an irrevocable commitment by the broker to deliver to the
Company proceeds from the sale of the Shares issuable under the Award. Any such
election is subject to such conditions or procedures as may be established by
the Committee and may be subject to approval by the Committee.
SECTION 13. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue this Plan or any agreement or
other document evidencing an Award made under this Plan but, except as provided
pursuant to the anti-dilution adjustment provisions of Section 10 and the Change
of Control provisions of Section 11, no such amendment shall, without the
approval of the stockholders of ManTech materially increase the maximum number
of Shares for which Awards may be granted under this Plan or change the class of
persons eligible to be Eligible Employees or Participants in any material
respect.
The Board may amend, alter or discontinue this Plan or any agreement
evidencing an Award made under this Plan, but no amendment or alteration shall
be made which would impair the rights of any Award holder, without such holder's
consent, under any Award theretofore granted, provided that no such consent
shall be required if the Committee determines in its sole discretion that such
amendment or alteration either (i) is required or advisable in order for the
Company, this Plan or the Award to satisfy any law or regulation or to meet the
requirements of any accounting standard, (ii) is not reasonably likely to
significantly diminish the benefits provided under such Award, or that any such
diminishment has been adequately compensated, or (iii) is deemed necessary to
ensure that the Company may obtain any approval referred to in Section 14 or to
ensure that the grant or exercise of any Award or any other provision of this
Plan satisfies requirements for an exemption under Section 16(b) of the Exchange
Act or Section 162(m), 280G, 422 or 2999 of the Code.
SECTION 14. COMPLIANCE WITH OTHER LAWS AND REGULATIONS
This Plan, the grant and exercise of Awards thereunder, and the obligation
of the Company to sell, issue or deliver Shares under such Awards, shall be
subject to all applicable federal, state and foreign laws, rules and regulations
and to such approvals by any governmental or regulatory agency as may be
required. The Company shall not be required to register in a Participant's name
or deliver any Shares prior to the completion of any registration or
qualification of such Shares under any federal, state or foreign law or any
ruling or regulation of any government body which the Committee shall determine
to be necessary or advisable. This Plan is intended to constitute an unfunded
arrangement for a select group of the Company's directors and management, or
other key employees.
No Option shall be exercisable unless a registration statement with respect
to the Option is effective or the Company has determined that such registration
is unnecessary. Unless the Awards and Shares covered by this Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person receiving an Award
and/or Shares pursuant to any Award may be required by the Company to give a
representation in writing that such person is acquiring such Shares for his or
her own
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account for investment and not with a view to, or for sale in connection with,
the distribution of any part thereof.
SECTION 15. OPTION GRANTS AND AWARDS BY SUBSIDIARIES
In the case of a grant of an Option or other Award granted to any Eligible
Person employed by a subsidiary, such grant may, if the Committee so directs, be
implemented by the Company issuing any subject Shares to the subsidiary, for
such lawful consideration as the Committee may determine, upon the condition or
understanding that the subsidiary will transfer the Shares to the Participant in
accordance with the terms of the Option or other Award specified by the
Committee pursuant to the provisions of this Plan. Notwithstanding any other
provision hereof, such Option or other Award may be issued by and in the name of
the subsidiary and shall be deemed granted on such date as the Committee shall
determine.
SECTION 16. NO RIGHT TO COMPANY EMPLOYMENT OR SERVICE AS A DIRECTOR
Nothing in this Plan or as a result of any Award granted pursuant to this
Plan shall confer on any individual any right to continue in the employ of the
Company or as a director of the Company or interfere in any way with the right
of the Company to terminate an individual's employment or service as a director
at any time. The agreements or other documents evidencing Awards may contain
such provisions as the Committee may approve with reference to the effect of
approved leaves of absence.
SECTION 17. LIABILITY OF COMPANY
The Company shall not be liable to a Participant, an Eligible Person or
other persons as to:
(a) The Non-Issuance of Shares. The non-issuance or sale of shares as
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to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized,
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by any Participant, Eligible Person or other person due to the receipt,
exercise or settlement of any Option or other Award granted hereunder.
SECTION 18. EFFECTIVENESS AND EXPIRATION OF PLAN
This Plan was adopted and approved by the Board of Directors on January 28,
2002 and by the stockholders of ManTech on January 28, 2002, and shall be
effective as of January 1, 2002. No Awards shall be granted pursuant to this
Plan more than ten (10) years after the effective date of this Plan.
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SECTION 19. NON-EXCLUSIVITY OF PLAN
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise
than under this Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.
SECTION 20. GOVERNING LAW
This Plan and any agreements or other documents hereunder shall be
interpreted and construed in accordance with the laws of the Commonwealth of
Virginia and applicable federal law. Unless otherwise provided in the document
or other agreement evidencing an Award, any dispute as to any Award shall be
presented and determined exclusively in a state court in the Commonwealth of
Virginia. Any reference in this Plan or in the agreement or other document
evidencing any Award to a provision of law or to a rule or regulation shall be
deemed to include any successor law, rule or regulation of similar effect or
applicability.
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