exv10w17






Exhibit 10.17









July 6, 2007




General Anthony C. Zinni

USMC (ret.)

123 Huntercombe

Williamsburg, VA 23188




Dear General Zinni:




We are pleased to offer you employment with DynCorp International LLC (the “Company”) as
Executive Vice President, effective July 16, 2007. You will be a member of the Office of the
President and Chief Executive Officer and work directly with me and other members of the
DynCorp International team.



You will be considered an exempt employee at will. Your salary will be payable in bi-weekly
increments of nineteen thousand two hundred thirty dollars and seventy-seven cents
($19,230.77) for an annualized rate of five hundred thousand dollars ($500,000). In the event
the Company terminates your employment without “Cause” (as such term is defined herein) prior
to the expiration of one year from your date of hire, the Company agrees to pay you a
severance amount equal to the difference between $500,000 and the amount of wages as shall
have been earned by you through the date of termination. Should the Company terminate your
employment for “Cause,” you will receive only the wages earned by you through the date of
termination and no additional severance payment shall be made.



For purposes of this letter, the term “Cause” shall mean:




a. the willful and continued failure by you to substantially perform your duties with
the Company (other than any such failure resulting from his incapacity due to physical or
mental illness, injury or disability), after a written demand for substantial
performance is
delivered to you by the Company’s Board that identifies, in reasonable detail, the
manner
in which the Board believes that you have not substantially performed his duties in
good
faith;




b. the willful engaging by you in conduct that causes material harm to the Company, monetarily or otherwise;




c. your conviction of a felony arising from conduct during your employment;




d. your willful malfeasance or willful misconduct in connection with your duties.



For purposes of this definition of “Cause”, no act or failure to act on your part shall be
considered “willful” unless done, or omitted to be done, by you not in good faith and without



3190 Fairview Park Drive, Suite 700, Falls Church, VA 22042



 




(571) 722-0210 www.dyn-intl.com




 









 










reasonable belief that your action or omission was in the best interest of the Company or
its shareholders.



In this position, you will be a participant in the company’s annual Executive Incentive Plan
(EIP). Your annual target bonus will be 100% of your annual base salary and subject to the
provisions of the EIP. The Company commits to pay you incentive compensation for the fiscal
year April 1, 2007 to March 28, 2008 in an amount not less than $500,000 in accordance with
the provisions of the EIP.



Additionally, you will be eligible to participate in the company’s Long Term Incentive Plan
which has been approved by the Compensation Committee of the Board of Directors of DynCorp
International Inc. Details regarding your participation in the LTIP will be communicated to
you once shareholder approval has been obtained and the Compensation Committee has determined
the types and amounts of awards to be granted.



The Company recognizes your commitments to other organizations and activities and finds
acceptable your continuing involvement in such external matters so long as they do not
conflict or materially interfere with the performance of your duties and responsibilities as
a senior executive of DynCorp International.



You will be expected to work a minimum of four days per week at your office in the Company’s
Falls Church, VA headquarters.



Additionally, as a condition of your accepting this offer of employment, you agree to resign
from the board of directors of DynCorp International Inc. on a date no later than your first
day of employment with the Company.



If you choose to participate, DynCorp’s flexible benefits program you will become effective
for you and your eligible dependents on your first day of employment. Your enrollment period
will be ten (10) working days in which elections can be made and the enrollment form turned
in. Regardless of when the form is completed during the ten (10) working day enrollment
period, the elections will be effective on the first day of hire. You cannot then change your
benefits until the next annual benefits enrollment period.



In accordance with federal law, employees are required by law to furnish proof of citizenship
or a legal right to work in the United States. Therefore, please bring on your first day of
employment the appropriate documents to fulfill these requirements.




3190
Fairview Park Drive, Suite 700, Falls Church, VA 22042



 




(571) 722-0210
www.dyn-intl.com





 









 













This offer of employment is valid for a period often (10) working days from the date of this
letter, after which it may be withdrawn. In the event you accept this offer of employment,
please acknowledge via your signature below.



We very much look forward to working with you in your new position as Executive Vice
President. I anticipate our working closely together to advance the Company’s global
interests and growth.



Sincerely,




DynCorp International LLC




/s/ Herb Lanese



Herb Lanese




President and Chief Executive Officer




I accept the offer of employment as stated above. I understand that I have the right to
terminate my employment at any time with or without cause, and that DynCorp International
retains the same right.



	 	 	 
	/s/ Anthony C. Zinni
	 	7/12/07
	 	 	 
	Anthony C. Zinni

	 	Date






3190 Falrview Park Drive, Suite 700, Falls Church, VA 22042



 




(571) 722-0210 www.dyn-intl.com