WILLIAM HOOVER NON-QUALIFIED STOCK OPTION AGREEMENT



Exhibit 10.1 
 
DYNAMICS RESEARCH CORPORATION 
 
Non-Qualified Stock Option 
 
Non-Qualified Stock Option granted by Dynamics Research Corporation, a Massachusetts corporation (the “Company”),
to William Hoover, an employee of the Company (the “Employee”). 
 

	1.	 	Grant of Option. This certificate evidences the grant by the Company on April 7, 2003 to the Employee of an option to purchase, in whole or in part, on the
terms provided in this certificate, a total of 100,000 shares of common stock of the Company at $12.14 per share, which is the fair market value of the shares on the date of grant of this option (the “Option”). It is not intended that the
Option evidenced by this certificate shall be an incentive stock option as defined in section 422 of the Internal Revenue Code of 1986, as amended from time-to-time (the “Code”). 

 

	 	 	The latest time on which this option may be exercised is 5:00 p.m. on April 7, 2013. This option is exercisable in the following installments at or prior to that
time: 

 

	
	 33,333 shares on and after
	 	 April 7, 2004

	
	 33,333 shares on and after
	 	 April 7, 2005

	
	 33,334 shares on and after
	 	 April 7, 2006.


 

	2.	 	Exercise of Option. Each election to exercise this Option shall be in writing, signed by the Employee or Employee’s executor or administrator or the
person or persons to whom this option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and received by the Company at its principal office, accompanied by this certificate, and payment
in full as provided in the Plan (defined below). Payment shall be made in cash or by check (acceptable to the Company in accordance with guidelines established for this purpose), bank draft or money order payable to the order of the Company, through
the delivery of shares of the Company’s common stock which have been outstanding for at least six months (unless the Committee expressly approves a shorter period) and which have a fair market value on the last business day preceding the date
of exercise equal to the exercise price or by any combination of the permissible forms of payment. In the event that this Option is exercised by the Employee’s Legal Representative, the Company shall be under no obligation to deliver shares
unless and until the Company is satisfied as to the authority of the person or persons exercising this Option. 

 

	3.	 	Notice of Disposition. The person exercising this Option shall notify the Company when making any disposition of the shares acquired upon exercise of this
option, whether by sale, gift or otherwise. 








 

	4.	 	Agreement to Provide Security. If at the time the Option is exercised the Board of Directors determines that under applicable law and regulations the Company
could be liable for the withholding of any federal or state tax with respect to a disposition of any shares acquired upon exercise of this Option, this Option may not be exercised unless the person exercising this Option gives such security as the
Board of Directors deems adequate to meet the potential liability of the Company for the withholding of tax and agrees to augment such security from time-to-time in any amount reasonably determined by the Board of Directors to be necessary to
preserve the adequacy of such security. 

 

	5.	 	Non-Tranferability of Option. This Option is not transferable by the Employee otherwise than by will or the laws of descent and distribution, and is
exercisable during the Employee’s lifetime only by the Employee. 

 

	6.	 	Terms and Conditions of the Option. This Option is not issued pursuant to the Company’s 2000 Incentive Plan (the “Plan”). Notwithstanding the
foregoing, this Option shall be subject to identical terms and conditions as those contained in the Plan that are applicable to Non-Qualified Stock Options. A copy of the Plan is furnished to the Employee with this Option for the purpose of
disclosing such applicable terms and conditions. 

 
IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 
 

	 Dynamics Research Corporation

	
	 By:
	 	 /s/ James P. Regan

	 	 	

	
	 Title:
	 	 Chairman and Chief Executive Officer

	
	 Date:
	 	 April 18, 2003



 

	 Accepted:
  
 /s/ William Hoover

	

	 
	 
	
	 Date: April 21, 2003