EX-10.2 4 dex102.txt EXHIBIT 10.2 EXHIBIT 10.2 FIRST AMENDMENT TO THE MANTECH INTERNATIONAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AMENDMENT to the ManTech International Corporation Employee Stock Ownership Plan (the "Plan") by the ManTech International Corporation (the "Company"). The Company maintains the Plan, effective as of January 1, 1999. The Company has the power to amend the Plan and now wishes to do so. NOW THEREFORE, the Plan is amended as follows: 1. Effective as of January 1, 1999, Section 1.14 of the Plan is amended by deleting the same in its entirety and inserting the following in lieu thereof: "'Eligible Employee' means any Employee of the Employer, except (a) any 'leased employee' within the meaning of Section 414(n) of the Code; (b) any Employee who is a nonresident alien who receives no earned income within the meaning of Section 911(d)(2) of the Code from the Company which constitutes income from sources within the United States within the meaning of Section 861(a)(3) of the Code; (c) any independent contractor; or (d) George J. Pedersen. The Committee shall determine the employee status of each such person based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, provided the same is made pursuant to the Plan." 2. Effective as of January 1, 1999, Section 8.6 of the Plan is amended by adding the following to the end thereof: "Notwithstanding the foregoing, a Participant's benefit, interest or payment, or a portion thereof, under the Plan may be offset, pursuant to Section 401(a)(13)(C) of the Code, against an amount that the Participant is ordered or required to pay to the Plan if such order or requirement arises (i) under a judgment of conviction for a crime involving the Plan, or (ii) under a civil judgment (including a consent order or decree) entered by a court in an action in connection with a violation (or alleged violation) of fiduciary standards, or (iii) pursuant to a settlement agreement between the Department of Labor or the Pension Benefit Guaranty Corporation and the Participant in connection with a violation of fiduciary standards." 3. Effective as of January 1, 1999, Section 13.2(e) of the Plan is amended by deleting the phrase "Section 401(a)(4) and Section 410" therein and by inserting the phrase "Section 401(a)(4) or Section 410" in lieu thereof. 1 4. Effective as of January 1, 1999, Appendix A of the Plan is amended by deleting the same in its entirety and inserting the following in lieu thereof: APPENDIX A Participating Employers in the ManTech International Corporation Employee Stock Ownership Plan Participating Employer EIN Effective Date ManTech International Corporation 22-1852179 01 January 1999 ManTech Systems Engineering Corporation 52-1396237 01 January 1999 ManTech Test Systems, Inc. 54-1865918 01 January 1999 ManTech Advanced Development Group, Inc. 54-1871905 01 January 1999 (formerly known as ManTech Systems Integration Corporation) ManTech Systems Solutions Corporation 54-1030125 01 January 1999 ManTech Environmental Technology, Inc. 54-1554099 01 January 1999 ManTech Environmental Research Services Corp. 54-1661370 01 January 1999 NSI Environmental Solutions, Inc. 52-1714389 01 January 1999 ManTech Environmental Corporation 54-1791879 01 January 1999 ManTech Design and Development Corporation 52-2001818 01 January 1999 ManTech Advanced Systems International, Inc. 52-1396243 01 January 1999 ManTech Telecommunications & 52-1279373 01 January 1999 Information Systems Corporation ManTech Germany Systems Corporation 54-1908709 01 January 1999 ManTech China Systems Corporation 54-1904240 01 January 1999 ManTech Enterprise Solutions, Inc. 54-1922497 01 January 1999 (formerly known as ManTech Y2K Solutions, Inc.) ManTech Advanced Development Group, Inc. 33-0172909 01 January 1999 2 VOBIX CORPORATION 52-2232073 30 March 2000 LATAM Corporation 54-1967613 13 December 1999 ManTech Security Technologies Corporation 54-1995518 22 June 2000 5. In all respects not amended, the Plan is hereby ratified and confirmed. * * * * * To record adoption of the Amendment as set forth above, the Company has caused this document to be signed on this 18 day of October 2000. MANTECH INTERNATIONAL CORPORATION BY: /s/ John A. Moore, Jr. ----------------------------- John A. Moore, Jr. 3