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): September 10, 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.)

12105 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. below):

¨ 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) Entry into a Material Compensatory Arrangement

On September 10, 2010, ManTech International Corporation entered into a special compensation agreement (the “Agreement”) with each of the Company’s business group presidents: Louis M. Addeo (Technical Services Group), Terrence M. Ryan (Systems Engineering and Advanced Technology Group), and L. William Varner (Mission, Cyber & Technology Solutions Group) (each a “Key Employee”). Each Agreement provides that if the Key Employee remains continuously remained employed in good standing through December 31, 2011 (the “Retention Date”) and has complied with the terms and conditions of the Agreement, ManTech will pay the Key Employee a special retention bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00).

If, prior to the Retention Date, the Key Employee is terminated by ManTech for Good Cause or resigns for any reason, ManTech shall not be required to pay the special retention bonus contemplated by the Agreement. If the Key Employee is terminated by ManTech other than for Good Cause or dies or becomes totally and permanently disabled prior to the Retention Date, the Key Employee will be paid the special retention bonus on or as soon as administratively practicable after the date of such termination.

“Good Cause” for this purpose means the Key Employee’s fraud, misappropriation, embezzlement or acts of similar dishonesty; conviction of a felony; illegal use of drugs or excessive use of alcohol; intentional misconduct that may subject ManTech to criminal or civil liability; insubordination or failure to comply with ManTech policies; breach of the substantive obligations of the Agreement; or breach of the Key Employee’s duty of loyalty, including diversion or usurpation of corporate opportunities that belong to ManTech.

This description of the Agreement is qualified in its entirety by the terms and conditions thereof. A form of the Agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Form of Special Compensation Agreement by and between ManTech International Corporation and certain of its executive officers.

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: September 14, 2010	By:	/s/ Michael R. Putnam
		Michael R. Putnam
		Senior VP – Corporate & Regulatory Affairs

EX-10.1

Exhibit 10.1

FORM OF

SPECIAL COMPENSATION AGREEMENT

THIS SPECIAL COMPENSATION AGREEMENT (this “Agreement”) is made as of                                 , (the “Effective Date”) by and between: ManTech International Corporation, its subsidiaries, predecessors, successors, affiliates and/or divisions (collectively hereinafter “ManTech”); and                                  (“Key Employee”). ManTech and Key Employee are sometimes also referred to herein individually as “Party” and collectively as “Parties”. In consideration of the promises, agreements, covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Special Retention Bonus. Provided that Key Employee has continuously remained a ManTech employee in good standing from the effective date of this Agreement through 31 December 2011 and Key Employee has complied with the terms and conditions of this Agreement, ManTech will pay Key Employee a special retention bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Special Retention Bonus”).

2. Payment of the Special Retention Bonus. Subject to the terms and conditions of this Agreement, payment of the Special Retention Bonus shall be made by ManTech to Key Employee on or within ten (10) business days after 31 December 2011. The Special Retention Bonus payment shall be subject to tax withholding by ManTech in accordance with law.

3. Early Termination. ManTech shall not pay the Special Retention Bonus to Key Employee if, prior to 31 December 2011, Key Employee: 1) is terminated for Good Cause (as defined below) by ManTech; or 2) resigns his employment with ManTech for any reason. For purposes of this Agreement, the term “Good Cause” means termination of employment due to Key Employee’s: (i) fraud, misappropriation, embezzlement or acts of similar dishonesty; (ii) conviction of a felony; (iii) illegal use of drugs or excessive use of alcohol; (iv) intentional misconduct that may subject ManTech to criminal or civil liability; (v) insubordination or failure to comply with ManTech policies; (vi) breach of the substantive obligations of this Agreement; or (vii) breach of Key Employee’s duty of loyalty, including diversion or usurpation of corporate opportunities properly belonging to ManTech. In the event of Key Employee’s termination of employment prior to 31 December 2011 by ManTech other than for Good Cause, or due to Key Employee’s death or total and permanent disability, Key Employee shall be entitled to receive payment of the Special Retention Bonus. Payment of the Special Retention Bonus shall be made by ManTech to Key Employee (or, in the case of Key Employee’s death, to Key Employee’s estate) on or as soon as administratively practicable (and in any event within 60 days) after the date of such termination.

4. At-Will Employment. The Parties acknowledge and agree that nothing in this Agreement changes the fact that Key Employee’s employment with ManTech is based on an at-will employment relationship; meaning that regardless of this Agreement, ManTech or Key Employee may end the employment relationship at any time, for any reason or no reason at all.

5. No Effect on Key Employee’s Compensation Structure. The Parties acknowledge and agree that nothing in this Agreement changes Key Employee’s compensation structure during the term of their employment with ManTech, including base compensation and other forms of incentive compensation available to Key Employee from ManTech.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Commonwealth of Virginia excluding the choice of laws principles thereof.

7. Waiver. No delay or failure on the part of any Party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein.

8. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement.

9. Entire Agreement. This Agreement and other documents referred to herein or furnished pursuant hereto, constitutes the entire agreement among the Parties hereto with respect to the Key Employee’s eligibility for this Special Retention Bonus, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the Party against whom enforcement of the amendment, modification or discharge is sought.

This Agreement may be executed by facsimile signature and in multiple counterparts, each to be an original and taken together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

ManTech	Key Employee:
Signature	Signature
Printed Name	Printed Name