Exhibit 10.2
STANLEY, INC.
Amendment No. 2 to the
Executive Deferred Compensation and Equity Incentive
Plan
November 6,
2008
As approved by the Board of
Directors of Stanley, Inc. (the “Company”) on
November 6, 2008, the Company’s Executive Deferred
Compensation and Equity Incentive Plan (the “Plan”), as
amended by Amendment No. 1 to the Plan on June 28, 2006,
is hereby further amended and revised as follows:
Amendment to Section 2.28
: The following sentence is
added at the end of Section 2.28 “Termination of
Employment”:
Notwithstanding the foregoing, in
the case of Awards which are subject to Section 409A of the
Code, a Termination of Employment shall occur no earlier than the
date of a “separation from service” within the meaning
of Code Section 409A(a)(2)(A)(i) and the rules and
regulations thereunder.
New Section 4.10 : A new Section 4.10 is added that provides
as follows:
4.10 Section 409A.
Stock Option Awards and Voting Awards under the Plan are
intended to be exempt from the provisions of Code
Section 409A, which governs nonqualified deferred
compensation, and shall be so administered and interpreted.
Trust Awards and Cash Awards under the Plan are intended to be in
compliance with the provisions of Code Section 409A and shall
be so administered and interpreted. Notwithstanding the
foregoing, Recipients are solely responsible for the tax
consequences to them of Awards under the Plan including any tax
consequences under Code Section 409A.
Amendment to Section 5.1(b)
: Section 5.1(b) is
amended to add the following at the end thereof:
Notwithstanding the above, if the
Recipient is a “specified employee” within the meaning
of Code Section 409A(a)(2)(B)(i) at the time of the
Recipient’s Termination of Employment, any amount that would
otherwise have been payable under this
Section 5.1(b) upon or within the first six
(6) months following the Recipient’s Termination of
Employment will be payable six (6) months and one (1) day
following the date of the Recipient’s Termination of
Employment or, if earlier, the date of Recipient’s
death.
Amendment to Section 6.2(b)
: The last sentence of
Section 6.2(b) is deleted
