Exhibit 10.1
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is entered into as of June 3, 2009,
by and between ManTech International Corporation, a Delaware
corporation (“ManTech”) having an office and place of
business at 12015 Lee Jackson Highway, Fairfax, Virginia 22033 and
Lawrence B. Prior, III (“Executive”). ManTech and
Executive are sometimes also referred to herein individually as
“Party” and collectively as
“Parties.”
In consideration of the mutual
promises and covenants set forth herein, and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1. Position of Employment .
ManTech will employ Executive in the position of President and
Chief Operating Officer for ManTech and, in that position,
Executive will report to the Chairman of the Board and Chief
Executive Officer of ManTech and have the duties, responsibilities
and authority commensurate with the position. On or about the Start
Date, Executive shall be appointed to ManTech’s Board of
Directors, and thereafter, upon expiration of such Board term or
any future Board term during the Term of this Agreement, the
Company’s senior management shall support Executive’s
re-election to the Board. The terms and conditions of
Executive’s employment shall, to the extent not addressed or
described in this Agreement, be governed by ManTech’s
Policies and Procedures, ManTech’s Standards of Ethics and
Business Conduct Booklet and existing practices. In the event of a
conflict between this Agreement and ManTech’s Policies and
Procedures Manual, ManTech’s Standards of Ethics and Business
Conduct Booklet or existing practices, the terms of this Agreement
shall govern and no cause termination event shall result from the
foregoing policies, procedures and practices except as specifically
provided herein.
2. Start Date, Termination Date
and Expiration Date .
2.1 Employment Start Date .
Subject to the terms and conditions of this Agreement, employment
with ManTech is at-will. The employment period shall commence on
3 July 2009 (the “Start Date”) and shall terminate
on the earliest of the following events: (i) the day set forth
in a writing delivered by Executive in accordance with
Section 5.1 herein; (ii) the day set forth in a writing
by ManTech in accordance with Section 5.2 herein;
(iii) Executive’s Termination for Cause in accordance
with Section 5.3 herein; or (iv) Executive’s death
or Disability termination in accordance with Section 5.4
herein (“Termination Date”).
2.2 Expiration of Agreement .
This Agreement shall expire without further action on
August 4, 2011 (the “Expiration Date”).
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EMPLOYMENT AGREEMENT
Lawrence B. Prior, III
3. Compensation and Benefits
.
3.1 Base Salary . Subject to
the terms and conditions of this Agreement, as compensation for
Executive’s services hereunder, Executive shall be paid a
base salary of approximately $38,462 bi-weekly, which is the
equivalent of $1,000,000 annually (“Base Salary”), less
applicable federal, state and local withholding, such Base Salary
to be paid to Executive in the same manner and on the same payroll
schedule in which all ManTech employees receive payment. Any
increases in Executive’s Base Salary for years beyond the
first year of Executive’s employment shall be in the sole
discretion of the Compensation Committee of ManTech’s Board
of Directors, and nothing herein shall be deemed to require any
such increase.
3.2 Annual Cash Bonus .
Subject to the terms and conditions of this Agreement, Executive
shall be eligible to earn an Annual Cash Bonus. Executive’s
entitlement to this form of incentive compensation is dependent
upon Executive’s achievement of management goals and
objectives as well as ManTech’s overall performance during
the annual period. For the fiscal year ending December 31,
2009, the Annual Cash Bonus will be guaranteed to be at least
$600,000. The Annual Cash Bonus that may be earned upon the
achievement of Target Performance for FY 2010 will be at least 120%
of Annual Base Salary.
3.3 Options . Subject to the
terms and conditions of this Agreement, Executive will receive a
grant of Two Hundred Thousand (200,000) stock options on the
date of ManTech’s next Quarterly Grant Date (to occur on
August 3, 2009) pursuant to ManTech’s Stock Option Grant
Policy. The stock options will be subject to the terms and
conditions of the grant and ManTech’s Management Incentive
Plan. The exercise price of the stock options will be the closing
price of ManTech’s stock on NASDAQ on the date of
grant.
3.4 Benefits . Executive
shall be eligible to participate in employee benefit plans,
policies, or programs, or prerequisites that other ManTech senior
executives or officers participate. The terms and conditions of
Executive’s participation in ManTech’s employee benefit
plans, policies, programs, or perquisites shall be governed by the
terms of each such plan, policy, or program. Additionally,
Executive shall be eligible to receive certain non-cash
compensation consistent with his position as President and Chief
Operating Officer that are detailed on Schedule 1 , attached
hereto.
3.5 Signing Bonus . Upon
employment, within thirty (30) days after the Start Date, the
Executive will receive a one time, Signing Bonus in the amount of
Five Hundred Thousand Dollars ($500,000).
3.6 Vacation . Executive will
be provided with 160 hours (20 business days) of vacation per year
in accordance with ManTech’s current Policies and
Procedures.
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EMPLOYMENT AGREEMENT
Lawrence B. Prior, III
3.7 Relocation Allowance . Executive will
be provided, within thirty (30) days after the Start Date,
with a one-time payment of One Hundred Seventy Five Thousand
Dollars ($175,000) for use at his own discretion to cover the
expenses associated with the relocation of himself and his family
to the DC Metropolitan Area.
4. Duties and Performance
.
4.1 General Commitments, Etc.
(a) Executive shall devote Executive’s full time, energy
and skill to the performance of the services provided hereunder.
Executive shall be based at ManTech’s corporate offices, but
shall travel as reasonably necessary to perform his duties.
Executive shall not undertake, either as an owner, director,
shareholder, employee or otherwise, the performance of services for
compensation (actual or expected) for any other entity without the
express written consent of the Chairman of the Board, the Chief
Executive Officer or the Board of Directors.
(b) ManTech agrees to
indemnification of Executive to the maximum extent permitted by
ManTech’s charter documents (in effect on the date hereof)
and applicable law and agrees to cover Executive under directors
and officers liability insurance to the maximum extent it covers
any other officer or director. This obligation shall survive any
termination of this Agreement or of Executive’s
employment.
(c) Notwithstanding (a) above,
Executive may be involved in charitable activities and manage his
personal investments, provided that they do not in the aggregate
materially interfere with the performance of his duties
hereunder.
4.2 Residence Requirement .
Executive will relocate himself and his family to the DC
Metropolitan Area as a condition of his employment with
ManTech.
5. Termination of Employment
.
5.1 Termination of Employment by
Executive . (a) The Executive may terminate employment
with ManTech at any time during the course of this Agreement by
giving not less than thirty (30) days advance written notice
to ManTech prior to the Termination Date (a “Voluntary
Termination”) and may terminate employment for Good Reasons
as provided in (b) below. In the event of a Voluntary
Termination, ManTech will: (i) pay to Executive earned but
unpaid Base Salary through the Termination Date, less all
deductions or offsets for agreed upon amounts owed to ManTech;
(ii) reimburse Executive for any business expenses incurred
but not reimbursed by ManTech through the Termination Date (see
Section 8 hereof); and (iii) provide Executive with the
Annual Cash Bonus and benefits that Executive is entitled to
receive as of the Termination Date, subject to, and in accordance
with, the terms of any applicable benefit or incentive compensation
plan, policies or programs.
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EMPLOYMENT AGREEMENT
Lawrence B. Prior, III
(b) The Executive may terminate
employment with ManTech for Good Reason at any time in the event a
Good Reason Event occurs, provided that Executive gives written
notice to ManTech specifying such Good Reason Event within sixty
(60) days of its occurrence, ManTech does not cure it within
thirty (30) days of the giving of such notice and Executive
terminates his employment as a result thereof within thirty
(30) days of such failure to timely cure the Good Reason
Event. Good Reason Event shall mean the occurrence of any of the
following without the Executive’s prior written consent:
(a) a material adverse change in Executive’s authority,
duties or responsibilities, (b) a material reduction in
Executive’s base salary (provided that reductions that are
applicable to all the Company’s executive officers, are less
than 10% in amount, and that are proportionately applied among such
person, shall not constitute a Good Reason); (c) the
imposition of a requirement that the Executive be based at a
location outside of a 50-mile radius from the current corporate
headquarters and which is not closer to Executive’s then
residence than the current corporate headquarters or (d) a
material breach of the Agreement by ManTech.
In the event of a termination for
Good Reason prior to the Expiration Date, Executive shall be
treated as if he was terminated without Cause and receive the
amounts due under Section 5.2 hereof, after due execution of
the Release and other satisfaction of other conditions referenced
in Section 5.2.
5.2 Termination of Employment by
ManTech without Cause . ManTech may terminate this Agreement
and Executive’s employment at any time by giving ten
(10) days advance notice in writing to the Executive prior to
the Termination Date. In the event Executive’s employment is
terminated by ManTech without “Cause” (as that term is
defined herein in Section 5.3) before the Expiration
Date, ManTech shall, after Executive executes a waiver and release
(the “Release”) of claims against ManTech (which shall
have no post-employment obligation or limitation in it beyond those
set forth herein and shall except out rights of indemnification,
rights to directors and officers liability insurance coverage,
amounts due under this Section 5.2 and under equity plans and
amounts that may be due under the change in control agreement
executed simultaneously herewith), which is not revoked by the
Executive, within sixty (60) days after such termination make
a lump sum payment equal to Executive’s Annual Base Salary
(without regard to any reductions made to such amount that may be
permitted by Section 5.1(b)) and Target Annual bonus (which
shall be deemed to be 120 percent of Annual Base Salary). In
addition, Executive shall receive a pro rata Annual Cash Bonus
which he would have received it if his service had continued in an
amount based on actual results for the year of termination and his
relative period of service for such year, payable at the same time
annual bonuses are paid to other similarly situated active
employees of ManTech (provided that, if said termination occurs
during 2009, the pro rata Annual Cash Bonus shall not be less than
$600,000). Furthermore, Executive shall immediately vest in the
equity grant, made pursuant to Section 3.3 hereof as if he had
worked through the second anniversary of the Grant Date of such
options. Executive shall have no obligation to mitigate such
amounts and such amounts should not be reduced by any amount earned
by him after termination.
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EMPLOYMENT AGREEMENT
Lawrence B. Prior, III
In the event Executive’s employment is
terminated by ManTech without Cause before or after the
Expiration Date, then ManTech shall: (i) pay to Executive all
Base Salary earned but unpaid as of the Termination Date, less all
deductions or offsets for amounts owed to ManTech;
(ii) reimburse Executive for any business expenses (see
Section 8) incurred through the Termination Date; and
(iii) provide Executive with Annual Cash Bonus and benefits to
which Executive may be eligible as of the Termination Date, subject
to, and in accordance with, the terms of any applicable benefit or
incentive compensation plan, policies or programs.
5.3 Termination of Employment by
ManTech with Cause . ManTech may, at any time upon written
notice, terminate the Executive for “Cause” (as defined
herein). Upon termination for “Cause”, ManTech shall:
(i) pay to Executive all Base Salary earned but unpaid as of
the Termination Date, less all deductions or agreed upon offsets
for amounts owed to ManTech; (ii) reimburse Executive for any
expenses (as described herein in Section 8) incurred through
the Termination Date; and (iii) provide Executive with Annual
Cash Bonus and benefits to which Executive may be eligible as of
the Termination Date, subject to, and in accordance with, the terms
of any applicable benefit or incentive compensation plan, policies
or programs. The term “Cause” shall be limited to the
following actions and/or inactions: (a) willful failure to
perform the material duties of the Executive’s position after
written notice specifying the alleged willful failure has been
provided to Executive and Executive has continued such willful
failure; (b) fraud, misappropriation or comparable acts of
dishonesty with regard to ManTech; (c) felony conviction;
(d) illegal use of drugs; (e) intentional and willful
misconduct that could subject ManTech to criminal or civil
liability; (f) material breach of this
