The DynCorp International LLC Management Incentive Plan



 Exhibit 10.2 
 DynCorp International Management Incentive Plan 
 Adopted effective as of April 2, 2005

  

	I.	PURPOSE 

 The purpose of the DynCorp International
Management Incentive Plan (the “Plan”) is to reward and motivate managers and key employees who have significant impact on the Company’s strategy, performance and profitability, for the achievement of pre-established, measurable
objectives which impact the financial performance of DynCorp International LLC (“DI”) and its wholly owned subsidiaries (collectively with DI, the “Company”) and increase shareholder value. 
  

	II.	DEFINITIONS 

  

	 	A.	“Administrator” means a committee consisting of the CEO, CFO and Senior Vice President, Human Resources of DI. 

  

	 	B.	“Award” means a payment to a Participant pursuant to the Plan. 

  

	 	C.	“Award Pool” means the total dollar amount of the Budgeted Bonus Pool, after adjustments as provided in Article VI, available for Awards at the end of the Plan Year.


  

	 	D.	“Base Salary” means the base annual salary rate of a Participant as of the first day of the Plan Year or, if the individual is first elected as an officer or otherwise
approved as a Participant later than the first day of the Plan Year, such later date, exclusive of overtime, per diem, bonuses or any other compensation, premiums, special payments or allowances. 

  

	 	E.	“Budgeted Bonus Pool” means the sum of the Target Awards for all Participants at the beginning of the Plan Year. 

  

	 	F.	“CEO” means the Chief Executive Officer of DI. 

  

	 	G.	“CFO” means the Chief Financial Officer of DI. 

  

	 	H.	“EBITDA” means net income (loss) before interest expense, income taxes, depreciation and amortization as calculated by the CFO for purposes of the company’s annual
financial reports. 

  

	 	I.	“Manager” means the Board of Managers of DI. 

  

	 	J.	“Participant” means a person designated to Participant in the Plan as provided in Article IV. 









	 	K.	“Payout Percentage” means the percentage of the Target Award achieved for each Performance Criteria, as determined from Exhibit A to the Plan, as it may be revised for
subsequent Plan Years. 

  

	 	L.	“Performance Criteria” means the financial and non-financial objectives used to measure performance, as shown in Exhibit B to the Plan, as it may be revised for subsequent
Plan Years. 

  

	 	M.	“Performance Target” means the expected level of achievement for each Performance Criteria. 

  

	 	N.	“Plan Year” means the fiscal year of the Company, which ends on the Friday closest to March 31. 

  

	 	O.	“Target Award” means the dollar amount that a Participant is eligible to receive if the actual level of performance is exactly 100% of the Performance Target for each of
the Performance Criteria. 

  

	 	P.	“Target Award Percentage” means a Participant’s Target Award expressed as a percentage of Base Salary. This Percentage, which is determined as of the beginning of the
Plan Year, may be changed during the Plan Year to reflect any promotion of a Participant during the Plan Year. 

  

	 	Q.	“Total Payout Percentage” means the sum of the Weighted Payout Percentages achieved by the Participant. The Total Payout Percentage may be exactly, more than or less than
one hundred percent (100%). 

  

	 	R.	“Weighted Payout Percentage” means the product derived from multiplying the Payout Percentage achieved by the Participant for each Performance Criteria times the weighting
established for each Performance Criteria. 

  

	III.	GENERAL DESCRIPTION 

 As early as practicable in the
Plan Year, Target Award Percentages, Performance Criteria and Performance Targets will be established and confirmed in writing for each Plan Participant. 
 Performance Criteria may be established for financial objectives only or a combination of financial and non-financial objectives. Financial objectives may relate to the Company as a whole or the Participant’s
organizational unit or a combination of both. 
 At the conclusion of the Plan Year, the actual achievement of the specified objectives as
measured against the specified Performance Criteria will be calculated to determine the actual incentive amount to be Awarded to each Participant. 








	IV.	ELIGIBILITY 

 Senior and mid-level managers and key
employees of the Company who have been designated by the Administrator to be Participants are Participants in the Plan. Inclusion of individuals with less than six months’ employment during a Plan Year, except as set forth in the following
paragraph, must be approved by the Administrator as an exception to the Plan. 
 With the exception of earlier termination by reason of
disability, retirement or death, Participants must be employed (on the active payroll) on the date an Award is paid in order to receive an Award. In the case of such termination by reason of disability, retirement or death, the Award will be
prorated to reflect the portion of the Plan Year during which the Participant was actively employed. In the event the Participant’s employment has been terminated for any other reason prior to the date the Award is due to be paid, the
Participant shall forfeit the Award. However, at its sole discretion, the Administrator may approve an Award to a former employee, or to the former employee’s estate, in such amount as is deemed appropriate. 
 Participation in the Plan precludes eligibility for participation in any other annual cash incentive plan(s) provided by the Company. 
  

	V.	RESPONSIBILITIES 

  

	 	A.	The Plan will be administered by the Administrator. 

  

	 	B.	Executives in grades 100-104 to whom a potential participant reports will recommend senior and mid-level managers and key employees within their respective organizations for
participation in the Plan. Such recommendations will include suggested individual Target Award Percentages and unit level and individual performance objectives. The Administrator is responsible for confirming and approving Participants and all
performance objectives. At the end of the Plan Year, the nominating executives (or their successors) will evaluate the Participant’s actual performance against individual performance objectives and make recommendations regarding actual Award
amounts. The Administrator will evaluate these recommendations and compare actual performance against all applicable Company financial objectives. 

  

	 	C.	The Administrator is responsible for approving individual Target Award levels and financial and individual objectives. Further, the CEO is responsible for recommending DynCorp
financial objectives, deviations from the Plan and actual incentive payments. 

  

	 	D.	The Manager is responsible for amending the Plan and approving financial objectives, deviations from the Plan and actual Awards. 









	VI.	AWARD POOL 

 At the beginning of the Plan Year the
Administrator will establish, subject to approval by the Manager, the amount of the Budgeted Bonus Pool. 
 The Budgeted Bonus Pool will be
accrued ratably on a monthly basis during the Plan Year. The accrual amount will be reviewed quarterly and adjusted as necessary to reflect the most recent projections of actual financial performance versus budgeted performance and additions to,
deletions from or other changes in Plan participation. 
 At the end of the Plan Year, the CFO reviews organizational performance and
recommends the performance results to be used in the calculation of the Award Pool and individual Awards. The CEO reviews the results submitted by the CFO and, subject to further adjustments as deemed necessary, recommends their approval to the
Manager. 
  

	VII.	AWARDS 

 Target Award Percentages ranging from 10%
to 40% (in 5% increments) of Base Salary will be established for each Participant at the beginning of the Plan Year. Specific Performance Criteria will be established for each Participant. These Performance Criteria will be assigned a weighting to
reflect the percentage of the Target Award attributable to each Performance Criteria. The sum of the weightings for all Performance Criteria will equal 100%. 
 Target Award recommendations will be submitted for review and approval in accordance with procedures established by the Administrator. 
 At the end of the Plan Year, actual performance achievement levels for each Performance Criteria will be calculated by the Administrator for each Participant. An interpolated Payout Percentage will be calculated for
each Performance Criteria from the matrices shown in Exhibit A, as it may be revised for subsequent Plan Years. The Payout Percentage determined for each Performance Criteria will be multiplied by the percentage weighting for the respective
Performance Criteria as shown in Exhibit B, as it may be revised for subsequent Plan Years. This will be the Weighted Payout Percentage for each Performance Criteria. The sum of the Weighted Payout Percentages for all applicable Performance Criteria
will determine the Total Payout Percentage for each Participant. 
  

	VIII.	 AWARD DETERMINATION 

 The Total Payout
Percentage determined in Article VII for each Participant will be multiplied by the Participant’s Target Award to determine the amount of Award payable. These calculated Awards shall be rounded as to the nearest $100. 
 Should a Participant transfer to another organization during the Plan Year, the final Award will be jointly determined and prorated for the time spent in
each organization. 







 An Award to a Participant hired during the Plan Year will be prorated based upon the number of full
months employed by the Company as a percentage of the full year. 
 All Awards proposed under the Plan are subject to the approval of the
Administrator and the Manager, who may at their discretion adjust the amounts to be awarded in order to reflect exceptional performance, performance that falls below objectives or other performance factors that affect or potentially affect the
ability of the Company or any of its units to meet its business and financial goals. The Manager’s approval shall be final, and it may change the adjustments made by the Administrator. 
 The total of Awards paid to all Participants shall not exceed the aggregate Award Pool as adjusted pursuant to Article VI. 
 No Awards will be paid if the Company does not achieve at least seventy-five percent (75%) of the established Performance Target for Company
consolidated EBITDA. The threshold performance levels for other Performance Criteria are shown in Exhibit B, as it may be revised for subsequent Plan Years. 
  

	IX.	YEAR-END ADMINISTRATION 

 Initial actual Award
recommendations will be calculated at organizational levels and submitted in accordance with procedures established by Administrator for Company-level consolidation and submission to the CEO. Documentation of objectives, accomplishments and
individual evaluations will be required to be submitted along with the individual Award recommendations. Financial performance will be reviewed by the CFO as soon as the results for the Plan Year are available. Initial actual Award recommendations
will be adjusted as necessary based on this review to reflect the actual financial performance. The adjusted recommendations will be submitted by the CEO to the Manager for approval. 
 Award payments will be made as soon as practicable following approval by the Manager. Payments will be made in cash, net of applicable withholdings.

  

	X.	NO CONTRACT OF EMPLOYMENT 

 Nothing in the Plan or
in any action taken hereunder shall constitute any contract of employment or affect the Company’s right to terminate at any time and for any reason the employment of any employee who is a Participant in the Plan.