8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2010

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-49604	22-1852179
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12015 Lee Jackson Highway, Fairfax, VA	22033
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 218-6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 11, 2010, the Compensation Committee (Compensation Committee) of the Board of Directors of the Company took the following actions related to the compensation of the Company’s executive officers (Executive Officers), including the Company’s named executive officers (NEOs):

• 2009 Incentive Compensation Plan. The Compensation Committee reviewed the results under the 2009 Executive Incentive Compensation Plan (2009 Plan) and under each Plan participant’s individual term sheet. After confirming the results, the Compensation Committee then approved the payments consistent with the 2009 Plan results for our Executive Officers. The Compensation Committee did not exercise its negative discretion to reduce any payments under the 2009 Plan to any of the Executive Officers.

• 2009 Discretionary Payments. In addition to the 2009 Plan incentive compensation payments described above, the Committee considered and approved discretionary payments to each of our Executive Officers as part of the Company’s incentive compensation program. The discretionary payments to our Executive Officers ranged from approximately 1% to 45% of each such Executive Officer’s 2009 annual base salary rate.

• 2010 Base Salary. The Compensation Committee approved base salary increases ranging from 0% to 20% for the Executive Officers, with such increases to be made effective April 1, 2010.

• 2010 Incentive Compensation Plan. The Compensation Committee approved the 2010 Executive Incentive Compensation Plan (2010 Plan), in which the Company’s Executive Officers will participate. The 2010 Plan includes performance metrics for the Executive Officers based on the following measures at the Company level and, if applicable for a particular Executive Officer, business group level: revenue; accounts receivable days sales outstanding; contract bookings; earnings before interest and taxes; direct labor growth; and voluntary employee turnover. The 2010 Plan provides for target incentive payment amounts for the Executive Officers ranging from 30% to 110% of each of the respective Executive Officer’s 2010 base salaries. Based on actual results in 2010, the potential payouts under the 2010 Plan may range from 0% to about 193% of the Executive Officers’ respective 2010 base salaries. A copy of the 2010 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K.

• 2010 Discretionary Payments. The Compensation Committee also confirmed its intention to continue to consider discretionary incentive compensation for 2010 for the Executive Officers, outside of the 2010 Plan, but as part of the Company’s incentive compensation program. The target discretionary incentive payment amounts for 2010 range from 10% to 35% of each of the respective Executive Officer’s 2010 base salaries.

• 2010 Incentive Stock Grants. The Compensation Committee approved a grant of 25,000 shares of restricted Class A common stock (“incentive stock”) to Mr. Lawrence B. Prior and a grant of 10,000 shares of incentive stock to Mr. Kevin M. Phillips, each effective as of March 15, 2010 (the Incentive Stock Grant Date). These grants vest in three substantially equal tranches on the first, second and third anniversaries of the Incentive Stock Grant Date; provided, the Executive Officer remains continuously employed with the Company through each such date. Vesting is accelerated in the event of the death or disability of the Executive Officer. Copies of the form of incentive stock grant and the standard terms and conditions applicable to incentive stock grants under the Management Incentive Plan are attached as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

• 2010 Stock Option Grants. The Compensation Committee approved grants of non-statutory stock options to the Executive Officers (other than Mr. George J. Pedersen, who does not receive stock option grants, and Messrs. Prior and Phillips, who received incentive stock grants in lieu of stock options as described above). The stock option grants to the Executive Officers ranged from 0 shares to 30,000 shares. Under our stock option grant policy, these stock options were granted and made effective on the pre-determined date of March 15, 2010 (Stock Option Grant Date) and have an exercise price equal to the fair market value of our common stock on the Stock Option Grant Date, as measured by the closing price of our stock on Nasdaq on the Grant Date. These stock options vest in three substantially equal tranches on the first, second and third anniversaries of the Stock Option Grant Date; provided, the Executive Officer remains continuously employed with the Company through each such date. Vesting is accelerated in the event of the death or disability of the Executive Officer.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	ManTech International Corporation 2010 Executive Incentive Compensation Plan
10.2	Form of Grant of Incentive Stock under the Management Incentive Plan
10.3	Standard Terms and Conditions for Incentive Stock Grants under the Management Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ManTech International Corporation
Date: March 16, 2010	By:	/s/ Michael R. Putnam
		Michael R. Putnam
		Senior Vice President – Corporate & Regulatory Affairs

EX-10.1

Exhibit 10.1

MANTECH INTERNATIONAL CORPORATION

2010 EXECUTIVE INCENTIVE COMPENSATION PLAN

1.0 OVERVIEW

ManTech International Corporation (the “Company”) has established this 2010 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.

2.0 PLAN PARTICIPANTS

All executive officers of the Company, including the CEO, President, CFO, Controller and designated presidents of the Company’s principal business groups (the “Business Group 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”).

3.0 POLICY

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 Group Presidents, the Participant Goals shall include both financial performance goals established for the applicable business group (“Business Group 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.”

2010 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.

3.1 Guidance for Goal-Setting Process

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:

• The Company Goals (and their relative weightings) will be established by the CEO, with input from the President, the CFO and the Compensation Committee.

• Business Group Goals (and their relative weightings) will be initially established by the President, after consulting with each respective Business Group President. The Business Group Goals (and their relative weightings) will then be reviewed for approval by the CEO.

• The Chairman of the Compensation Committee will be responsible for the establishment of all Participant Goals and weightings for the CEO. The Compensation Committee shall also review and approve all goals and weightings for the other Plan Participants.

3.2 Performance Criteria for Goals

• Business Group Goals

• Revenue ( revenue as recognized for the performance period in accordance with GAAP principles)

• Accounts Receivable Days Sales Outstanding (DSOs) (4 quarter average)

• Bookings (full value of contract award for single award contracts, plus the value of multiple award wins, determined in accordance with ManTech’s standard process)

• Earnings before interest and taxes (EBIT) measured as a dollar amount (also referred to as Operating Income)

2010 Incentive Compensation Plan

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• Direct Labor (measured as total direct labor costs, including intercompany work)

• Voluntary Turnover (the number of voluntary employee terminations during 2010 as a percentage of the average number of full time equivalent employees for 2010)

• Company Goals (measured in the same manner as Business Group Goals)

• Revenue

• Earnings before interest and taxes, measured as a dollar amount

• Accounts Receivable Days Sales Outstanding

• Bookings

• Direct Labor

• Voluntary Turnover

3.3 Target Awards

• Each Participant shall have a predetermined Target Award expressed as a percentage of his or her base salary as of April 1, 2010, as established by the Compensation Committee. The Compensation Committee shall determine the effect of any out-of-cycle salary increases to a Participant and shall take into consideration the effect under Section 162(m) of the Internal Revenue Code of any adjustment to a Participant’s Target Award that could result from the salary increase. The Target Award shall be an amount of incentive compensation that the Participant will earn if 100% of the Participant Goals are achieved.

• The maximum total incentive compensation amount payable pursuant to any Plan Agreement shall be indicated on each Participant’s Plan Agreement.

3.4 Guidance for Scoring Process

• Overview: Actual results for the year will be prepared and then compared to the Participant Goals. The resulting scores will be expressed numerically and factored to reflect the relative weighting assigned the Participant Goals.

• Defined Terms: This Section 3.4 uses the following terms (which terms also operate in the Participants’ Plan Agreements).

• Formal Target Award – amount of incentive compensation that the Participant can earn if 100% of the assigned Participant Goals under this Plan are achieved.

• Factor – the weighting percentage assigned to each goal. The factors shall total 100% for all Company Goals and Business Group Goals, respectively.

2010 Incentive Compensation Plan

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• Business Group Performance Score – the multiplication of the factor assigned to each Business Group Goal times the percentage achieved for each such goal, totaling the resulting products.

• Company Performance Score – the multiplication of the factor assigned to each Company Goal times the percentage achieved for each such goal, totaling the resulting products.

• Final Performance Score – the multiplication of the Business Group Performance Score times the Company Performance Score, yielding the final score that will be converted to the Award Percentage using a conversion formula. For Participants with no Business Group Goals, the Final Performance Score shall be the Company Performance Score.

• Award Percentage – the percentage of the Participant’s salary that is earned (prior to any adjustment), based upon the Final Performance Score. The Award Percentage is derived from a conversion formula contained in the Participant’s Plan Agreement.

• Scoring Process for Business Unit Presidents:

• Scores for the achievement of Business Group Goals and Company Goals will be determined. These scores will be expressed as a percentage.

• If the Business Group Performance Score or the Company Performance Score is less than 90%, then no portion of the Formal Target Award under this Plan will be paid to the Participant.

• If the Business Group Performance Score and the Company Performance Score are equal to or greater than 90%, then the Business Group Performance Score will be multiplied by the Company Performance Score, based on the Company’s actual results for the year, to yield the Final Performance Score. The Final Performance Score will be converted to an Award Percentage using the performance conversion worksheet of the executive’s individual Participant’s Plan Agreement.

• The Award Percentage will then be converted to the Formal Incentive Award Amount earned by the Participant by multiplying the Award Percentage times the Participant’s base salary as of April 1, 2010 (subject to the Compensation Committee’s determination of the effect of any out-of-cycle salary increases to a Participant, if applicable).

• Scoring Process for Other Participants:

• If the Company Performance Score is less than 90%, then no portion of the Formal Target Award under this Plan will be paid to the Participant.

• If the Company Performance Score is equal to or greater than 90%, then the Company Performance Score will be converted to the Award Percentage using the performance conversion table on the executive’s individual Participant’s Plan Agreement.

2010 Incentive Compensation Plan

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• The Award Percentage will then be converted to the Formal Incentive Award Amount earned by the Participant by multiplying the Award Percentage times the Participant’s base salary as of April 1, 2010 (subject to the Compensation Committee’s determination of the effect of any out-of-cycle salary increases to a Participant, if applicable).

• Adjustments to Results Achieved: The Compensation Committee shall consult with the CEO and President, and shall have the authority to determine how any changes during the year in corporate structure or acquisitions or divestitures should impact the results achieved related to any Participant Goal.

• Final Compensation Committee Review: The Compensation Committee will review the resulting incentive compensation payment amount for each Participant. The Compensation Committee has the authority to reduce the incentive compensation payment amount due any Participant hereunder, based on any factor deemed relevant by the Compensation Committee. No incentive compensation payment amount for any executive officer shall be paid out until formally approved by the Compensation Committee. Payments, if any, shall be made in a single lump-sum payment to each Participant on or before March 15, 2011. Unless the Compensation Committee determines otherwise in its sole discretion, a Participant’s right to receive any incentive compensation payment hereunder shall be forfeited if the Participant is not an employee of the Company in good standing on December 31, 2010.

4.0 AUTHORIZATION

The Compensation Committee has authorized the development of this Plan and, with the assistance of the CEO and President, shall oversee the consistent and equitable implementation of the provisions of this Plan and the individual Participants’ Plan Agreements. Senior management and the Company’s compensation department will support the administration of the Plan, as directed by the Compensation Committee.

Approved by the Compensation Committee of the Board of Directors on March 11, 2010

2010 Incentive Compensation Plan

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EX-10.2

Exhibit 10.2

[Form of Grant of Incentive Stock]

Participant Name:

Employee Number:

Grant Name:

Date of Grant:

Total Number of Incentive Shares Granted:

Vesting Schedule:

Instrument of Grant- Incentive Shares

The amounts reflected in this document are in US dollars.

This instrument grants you Incentive Shares, in the number indicated above, made to you on the Date of Grant indicated above, pursuant to the ManTech International Corporation Management Incentive Plan (the “Plan”). Each Incentive Share covered by this Grant represents one share of Class A Common Stock of ManTech International Corporation (the “Corporation”), subject to the restrictions and the other terms and conditions set forth in this Instrument of Grant, the Plan, and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time.

By accepting this Instrument of Grant, Grantee acknowledges that he or she has received and read, and agrees that these Incentive Shares shall be subject to, the terms of this Instrument of Grant, the Plan and the Standard Terms and Conditions.

The Incentive Shares are forfeitable and nontransferable by you until the vesting dates set forth in the Vesting Schedule above, subject to the Standard Terms and Conditions.

Please confirm (i) your acceptance of the terms and conditions of this Instrument of Grant, and the terms and conditions of the Plan, and (ii) your receipt of copies of the Plan Prospectus and our most recent Annual Report and Form 10-K, within 30 days of receiving this Instrument of Grant. Failure to accept this Instrument of Grant may result in the cancellation of the Incentive Shares covered by this Instrument of Grant.

ManTech International Corporation

George J. Pedersen

Chairman of the Board and CEO

EX-10.3

Exhibit 10.3

MANTECH INTERNATIONAL CORPORATION

STANDARD TERMS AND CONDITIONS FOR

INCENTIVE STOCK AWARDS

These Standard Terms and Conditions apply to any Incentive Shares granted under the Management Incentive Plan of ManTech International Corporation (the “Plan”), which are evidenced by a Term Sheet or an action of the Committee that specifically refers to these Standard Terms and Conditions.

1. Terms of Incentive Shares

ManTech International Corporation, a Delaware corporation (“ManTech”), has granted to the Employee named in the Term Sheet provided to the Employee (the “Term Sheet”) the number of Incentive Shares of ManTech’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), set forth in the Term Sheet, subject to the restrictions and the other terms and conditions set forth in the Term Sheet, these Standard Terms and Conditions, and the Plan (each as amended from time to time). For purposes of these Standard Terms and Conditions and the Term Sheet, any reference to ManTech shall include a reference to any Subsidiary.

2. Vesting of Incentive Shares

The Incentive Shares shall be forfeitable and nontransferable by the Employee until the Incentive Shares become vested, as described in the Term Sheet. The vesting of the Incentive Shares is subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan. In addition to the vesting as provided in the Term Sheet, the Incentive Shares will be subject to the following provisions:

A. Upon the date of a termination of the Employee’s employment as a result of the death or disability of the Employee, the Incentive Shares shall become fully vested.

B. Upon the date of a termination of the Employee’s employment with ManTech for any reason other than the death or disability of the Employee, any Incentive Shares that are not yet vested as of such termination date shall be forfeited back to ManTech, and the award shall terminate as of such date.

Once vested, the Incentive Shares shall be nonforfeitable and freely transferable. The vesting period of the Incentive Shares may be adjusted by the Committee to reflect the decreased level of employment during any period in which the Employee is on an approved leave of absence or is employed on a less than full time basis, provided that the Committee may take into consideration any accounting consequences to ManTech in making any such adjustment.

3. Delivery of Incentive Shares

ManTech shall, as soon as administratively practicable after the Grant Date, direct ManTech’s transfer agent for Common Stock to make a book entry record showing ownership for the Incentive Shares in the Employee’s name (or, at the request of the Employee, in the Employee’s and Employee’s spouse’s names as community property or as joint tenants with right of survivorship), subject to the terms and conditions of the Term Sheet, the Standard Terms and Conditions and the Plan. As soon as practicable following the date on which the Incentive Shares become nonforfeitable and fully transferable pursuant to Section 2 above, ManTech will issue appropriate instructions to that effect to the transfer agent for Common Stock.

Fractional shares may not be issued. ManTech shall not be obligated to deliver any shares of Common Stock during any period when ManTech determines that the vesting or delivery of the shares would violate any federal, state or other applicable laws.

4. Power of Attorney

As a condition of receiving the award of Incentive Shares, Employee appoints the Corporate Secretary of ManTech as his or her attorney in fact, with full power of substitution, and authorizes him or her to provide instructions to ManTech’s registrar and transfer agent for Common Stock as ManTech may deem necessary or proper to comply with the intent and purposes of the Term Sheet, these Standard Terms and Conditions and the Plan, including, upon the occurrence of a forfeiture pursuant to Section 2 above, to notify the registrar and transfer agent of the forfeiture of such shares, together with instructions to cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon any notices and instructions delivered by Employee’s attorney in fact under the terms of this Section 4.

5. Restrictions on Resales of Shares

ManTech may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Employee or other subsequent transfers by the Employee of any shares of Common Stock that become nonforfeitable and freely transferable as a result of the vesting of the Incentive Shares, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Employee and other shareholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

6. Withholding Taxes

To the extent required by applicable federal, state, local or foreign law, the Employee shall make arrangements satisfactory to ManTech for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the Incentive Shares. Employee may direct ManTech to withhold the number of whole Restricted Shares otherwise deliverable to Employee upon grant or vesting of the award that have an aggregate fair market value (measured as of the applicable withholding date) equal to the amount of any federal, state or local income taxes that Employee may be subject to in connection with the grant or vesting of such shares. ManTech will not withhold any fractional shares and if fractional share withholding would result, Employee shall make arrangements satisfactory to ManTech for payment of the excess withholding amount in cash. ManTech shall not be required to issue shares or to recognize the grant or vesting of such shares until such obligations are satisfied.

7. Non-Transferability of Incentive Shares

Unless otherwise provided by the Committee, the Employee may not, prior to the vesting of such shares, assign or transfer the Incentive Shares to anyone other than by will or the laws of descent and distribution. ManTech may cancel the Employee’s award of Incentive Shares if the Employee attempts to assign or transfer it in a manner inconsistent with this Section 7.

8. The Plan and Other Agreements

In addition to these Standard Terms and Conditions, the Employee shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Certain capitalized terms not otherwise defined herein are defined in the Plan. The Term Sheet, these Standard

Terms and Conditions and the Plan constitute the entire understanding between the Employee and ManTech regarding the Incentive Shares. Any prior agreements, commitments or negotiations concerning the Incentive Shares are superseded.

9. Shareholder Rights; Dividends; No Right to Continued Employment

Subject to the provisions of the Term Sheet, these Standard Terms and Conditions and the Plan, Employee shall have all of the rights of a holder of Common Stock with respect to all of the Incentive Shares awarded to him or her, from and after the Grant Date until the shares either vest or are forfeited, including the right to vote such shares and to receive dividends or other distributions paid thereon. Any stock dividends or other similar distributions paid with respect to the Incentive Shares shall be subject to the same restrictions and other terms and conditions as set forth in the Term Sheet, these Standard Terms and Conditions and the Plan. Any cash dividends or other similar distributions paid with respect to the Incentive Shares shall be converted into shares of Common Stock (based on the fair market value of the Common Stock as of the date of the dividend payment) and such shares shall be subject to the same restrictions and other terms and conditions as set forth in the Term Sheet, these Standard Terms and Conditions and the Plan. Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Employee any right to continue in ManTech’s employ or service nor limit in any way ManTech’s right to terminate the Employee’s employment at any time for any reason.

10. Notices

All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to ManTech to:

ManTech International Corporation

12015 Lee Jackson Highway

Fairfax, VA 22033

Attention: Chief Financial Officer

Fax: (703) 218-6000

with a copy to:

ManTech International Corporation

12015 Lee Jackson Highway

Fairfax, VA 22033

Attention: Legal Department

Fax: (703) 218-8398

If to the Employee, to the address of the Employee in the records of ManTech.

11. General

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

The headings that precede the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion. In the event the Employee or other holder of the Incentive Shares believes that a decision by the Committee with respect to such person was arbitrary or capricious, the Employee or other holder may file suit in state court in the Commonwealth of Virginia. The review by the court shall be limited to determining whether the Committee’s decision was arbitrary or capricious. This lawsuit shall be the sole and exclusive review permitted of the Committee’s decision.

12. Definitions

For purposes of these Standard Terms and Conditions, the terms set forth below shall have the following meanings:

A. “Termination of employment” shall mean ceasing to serve as a full time employee of ManTech, except that an approved leave of absence or approved employment on a less than full time basis may constitute employment unless the Committee provides otherwise. The Plan incorporates the definition of “employee” from the General Instructions to Form S-8 of the Securities Act of 1933, which provides that the term includes “any employee, director, general partner, trustee, officer, or consultant.” The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division, business unit, joint venture or Subsidiary that employs an Employee, shall be deemed to result in a termination of employment with ManTech for purposes of any affected Employee’s Incentive Shares, and the Committee’s decision shall be final and binding.

B. “Subsidiary” means any corporation, including a limited liability corporation, in which ManTech owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock in such corporation.