Exhibit 10.1
STANLEY, INC.
Amendment No. 3 to the
2006 Omnibus Incentive Compensation Plan
November 6,
2008
As approved by the Board of
Directors of Stanley, Inc. (the “Company”) on
November 6, 2008, the Company’s 2006 Omnibus Incentive
Compensation Plan (the “Plan”), as amended by Amendment
No. 1 to the Plan on February 8, 2008 and Amendment
No. 2 to the Plan on May 8, 2008, is hereby further
amended and revised as follows:
Definition of “Fair Market
Value” : The
definition of “Fair Market Value” is amended by adding
at the end thereof and prior to the period: “in such a manner
as to comply with Code Section 409A”
Amendment to Section 4(a)
: The maximum aggregate number
of shares subject to awards granted to any participant under the
Plan during any fiscal year, set forth under
Section 4(a) of the Plan, is amended to increase the
limit from 100,000 shares to 166,709 shares, as follows:
SECTION 4.
Shares Available for Awards; Other Limits. (a)
Shares Available. Subject to adjustment as provided
in Section 4(b), the aggregate number of Shares that may be
delivered pursuant to Awards granted under the Plan shall be
4,000,000, of which the maximum number of Shares that may be
delivered pursuant to Incentive Stock Options granted under the
Plan shall be 2,300,000 and the maximum number of Shares that may
be delivered pursuant to Awards of Restricted Shares under the Plan
shall be 800,000. If, after the effective date of the Plan,
any Award granted under the Plan is forfeited, or otherwise
expires, terminates or is canceled without the delivery of Shares,
then the Shares covered by such forfeited, expired, terminated or
canceled Award shall again become available to be delivered
pursuant to Awards under the Plan. If Shares issued upon
exercise, vesting or settlement of an Award, or Shares owned by a
Participant (which are not subject to any pledge or
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