Exhibit 10.1
MANTECH INTERNATIONAL
CORPORATION
2009 EXECUTIVE INCENTIVE
COMPENSATION PLAN
ManTech International Corporation
(the “ Company ”) has established this 2009
Executive Incentive Compensation Plan (this “ Plan
”) to help attract, retain and motivate our executives to
achieve certain pre-established goals and objectives. Incentive
compensation is an integral part of the Company’s
compensation strategy. This Plan sets forth a uniform, systematic,
and measurable process for determining incentive compensation. The
goal-setting process contained in this Plan helps mutually
supportive executives focus on achieving the overall business
strategy and mission of the Company. The Compensation Committee of
the ManTech International Corporation Board of Directors (the
“ Compensation Committee ”) has ultimate
authority over the implementation and interpretation of this Plan,
and as such, this Plan is compatible with the Compensation
Committee’s Executive Compensation Philosophy.
All executive officers of the
Company, including the CEO, President, CFO, Controller and
designated presidents of the Company’s principal business
units (the “ Business Unit Presidents ”), as
well as certain other key members of senior management that may be
identified by the CEO and President from time to time, are eligible
to participate in this Plan (together, the “
Participants ”).
For each Participant, a set of goals
(which may include business unit goals and Company goals, as
appropriate) shall be established, reviewed and memorialized
according to the process set forth below (the “
Participant Goals ”). All Participant Goals shall be
specific, measurable, realistic, and quantitative, to the extent
practical. The goal-setting process shall be accomplished in
accordance with a time schedule established by the Compensation
Committee, CEO and President.
In the case of the Business Unit
Presidents, the Participant Goals shall include both financial
performance goals established for the applicable business unit
(“ Business Unit Goals ”) and financial
performance goals established for the Company as a whole (“
Company Goals ”).
In the case of all other
Participants, the Participant Goals shall be comprised solely of
Company Goals.
Participant Goals for each
Participant shall be set forth in a separate agreement or term
sheet (each a “ Plan Agreement ”). Each Plan
Agreement shall also set forth the relative weightings for the
various Participant Goals, a Target Award amount, and other factors
to be used in the Scoring Process (as defined below).
After the end of the fiscal year,
Participant Goals will be measured against actual results to
determine whether and/or to what extent incentive compensation has
been earned under this Plan for each Participant. This process is
referred to in this Plan as the “ Scoring Process
.”
2009 Incentive Compensation
Plan
Page 1 of 5
In addition, the Compensation
Committee has the authority to exercise negative discretion to
reduce the amount payable to any Participant under the Plan. The
exercise of this negative discretion may be based on any factors
deemed appropriate by the Compensation Committee.
Additionally, the Compensation
Committee may, outside the terms of this Plan, consider whether a
discretionary bonus is warranted for any Participant. In making
that determination, the Compensation Committee may consider any
objective or subjective factors that the Committee deems
appropriate in its sole discretion, including the recommendation of
the CEO or the President.
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3.1
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Guidance for
Goal-Setting Process
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All Participant Goals and weightings
will be subject to the final review, modification and approval by
the Compensation Committee. (With respect to non-executive officer
Participants, if any, the Compensation Committee may delegate this
function to the CEO and/or President.) The following process will
be used to prepare a recommendation to the Compensation
Committee:
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The Company Goals (and their
relative weightings) will be established by the CEO, with input
from the President, the CFO and the Compensation
Committee.
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Business Unit Goals (and their
relative weightings) will be initially established by the
President, after consulting with each respective Business Unit
President. The Business Unit Goals (and their relative weightings)
will then be reviewed for approval by the CEO.
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The Chairman of the Compensation
Committee will be responsible for establishing all Participant
Goals and weightings for the CEO. The Compensation Committee shall
also r
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