-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T8EeWOUIBr7ya3+2z2L3wgqFrRfZ4jwIJQWU9/l6RIQg0pdFKwgbblPhvW29hErs r99r4isLtgTZ4QJo4h25qg== 0001181431-04-024354.txt : 20040505 0001181431-04-024354.hdr.sgml : 20040505 20040505165105 ACCESSION NUMBER: 0001181431-04-024354 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040505 FILED AS OF DATE: 20040505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelley Jay W CENTRAL INDEX KEY: 0001289411 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49604 FILM NUMBER: 04782147 BUSINESS ADDRESS: BUSINESS PHONE: 703-218-8251 MAIL ADDRESS: STREET 1: 12015 LEE JACKSON HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANTECH INTERNATIONAL CORP CENTRAL INDEX KEY: 0000892537 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 221852179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 BUSINESS PHONE: 703-218-6000 MAIL ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 3 1 rrd41609.xml X0202 3 2004-05-05 0 0000892537 MANTECH INTERNATIONAL CORP MANT 0001289411 Kelley Jay W 12015 LEE JACKSON HIGHWAY FAIRFAX VA 22033 0 1 0 0 Pres. division/business unit Class A Common Stock 63 I By the ManTech International Corporation Employee Stock Ownership Plan Employee Stock Option (right to buy) 15.73 2004-03-03 2013-03-02 Class A Common Stock 8000 D Employee Stock Option (right to buy) 20.97 2004-08-15 2013-08-14 Class A Common Stock 3000 D Restricted stock grant pursuant to the ManTech International Corporation Employee Stock Ownership Plan. One-third vests on each of the first, second, and third anniversaries of the grant date. Michael R. Putnam, by Power of Attorney 2004-05-05 EX-24. 2 rrd33073_37340.htm POWER OF ATTORNEY rrd33073_37340.html
EXHIBIT 24

POWER OF ATTORNEY

         	Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael
R. Putnam and Jeffrey S. Brown, or either of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

(1)	prepare, execute in the undersigned's name and on the undersigned's behalf, and submit
to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes
and passwords enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer
and/or director of ManTech International Corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(3)		do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the SEC
and any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

         	The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

         	This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 30th day of April, 2004.

		/s/ Jay W. Kelley
		_____________________
			Signature

	         Jay W. Kelley

		     Print Name




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