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**2.2. Incentive Compensation.**During the Term of this Agreement, in addition to the Base Salaryprovided in Section 2.1 above, Executive shall be eligible to receive additional incentivecompensation at a target of 50% of his Base Salary based on the achievement of performance targetsestablished by the Committee (“Incentive Compensation”). Subject to the foregoing, Executive shallbe eligible to receive the entire amount of his Incentive Compensation for theCompany’s fiscal year ending March 31, 2007 without proratson.**2.3. Other Benefits.**During the Term of this Agreement, Executive shall be entitled to participatein all of the applicable employee benefit plans, programs and/or arrangements of the Company whichmay be available to the other senior executives of the Company on the same terms as such otherexecutives, other than use of a Company automobile. Without limiting the generality of theforegoing, Executive shall be entitled to four weeks of vacation per year.**2.4. Equity.**Executive will be entitled to a 0.4% Class B Percentage Interest in theCompany’s indirect parent, DIV Holding LLC, with a four year vesting, and otherwisepursuant to and in accordance with the Amended and Restated Limited Liability Company OperatingAgreement of DIV Holding LLC, dated as of November 22, 2005, among The Veritas Capital Fund II,L.P. and the other persons listed as Class A Members and Class B Members named therein, as amended.**3. Term.****3.1. Term.**The term of employment under this Agreement means the period commencing on October 24,2006 and expiring at midnight on October 23, 2010; provided, that this Agreement willautomatically renew for additional periods of one (1) year each commencing on October 24 of eachsuccessive year following the initial Term unless written notice of intent not to renew isdelivered by the Company or the Executive to the other party at least 90 days prior to theeffective date of any renewal hereof.**3.2. Termination of Employment**Executive’s employment with the Company may be terminated under the following conditions:**3.2.1. Retirement, Death or Disability.**Executive’s employment with the Company shallterminate effective upon the date of Executive’s Retirement from the Company (as definedin Section 5.5), resignation from the Company, death or “Complete Disability11(as defined in Section 5.1).
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**3.2.2. For Cause.**The Company may terminate Executive’s employment under this Agreement forCause (as defined in Section 5.2) by delivery of written notice to Executive specifying theCause or Causes relied upon for such termination. Any notice of termination given pursuantto this Section 3.2.2 shall effect termination as of the date specified in such notice or,in the event no such date is specified, on the last day of the month in which such noticeis delivered or deemed delivered as provided in Section 7.3 below.**3.2.3. Without Cause.**The Company may terminate Executive’s employment under this Agreementat any time and for any reason by delivery of written notice of such termination toExecutive. Any notice of termination given pursuant to this Section 3.2.3 shall take effectas of the date specified in such written notice.**3.2.4. Termination by Executive for Good Cause.**Executive may terminate Executive’semployment with the Company for Good Cause (as defined in Section 5.3) upon thirty (30)days written notice to the Company.**3.2.5. Termination by Mutual Agreement of the Parties.**Executive’semployment pursuant to this Agreement may be terminated at any timeupon the mutual written agreement of the parties. Any such termination ofemployment shall have the consequences specified in such mutualagreement.**3.2.6. Board/Committee Resignation.**Upon termination of Executive’semployment for any reason, Executive agrees to resign, as of the date ofsuch termination and to the extent applicable, from the Board (and anycommittees thereof) and the Board of Directors (and any committeesthereof) of any of the Company’s affiliates.**4. Compensation upon Termination.****4.1. Retirement Death or Complete Disability.**If Executive’s employment is terminated by hisRetirement, death or Complete Disability, Executive (or his heirs or legal representative) shallbe entitled to Executive’s Base Salary and accrued and unused vacation earned through the date oftermination, subject to standard deductions and withholdings. In addition, upon Executive’s (orhis heirs or legal representative) furnishing to the Company an executed waiver and release ofclaims (a form of which is attached hereto as Exhibit A, which will be revised for signature byExecutive’s heirs or legal representative if applicable), Executive (or his heirs or legalrepresentative) shall be entitled to:**4.1.1.**a pro rated portion of his Incentive Compensation that would be payable to theExecutive based on projected Company performance
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through the termination date, less standard deductions and withholdings; and**4.1.2.**exercise any vested options to purchase stock (common or otherwise) inthe Company granted to Executive pursuant to any plan, agreement or otherwise, or anyequivalent or similar vested rights which appreciate or tend to appreciate as the value ofthe Company’s stock appreciates, such options and rights to be in accordance with the termsof any applicable plan or agreement, it being understood that the provisions of thisSection 4.1.2 shall have no applicability to the rights of Executive as a Class B Member ofDIV Holding LLC and nothing contained in this Agreement shall operate to change, amend orvary any of the terms of the Amended and Restated Limited Liability Company OperatingAgreement of DIV Holding LLC, as amended from time to time; provided, however, thatExecutive or his estate or legal representative shall have a period of 90 days followingthe date of termination within which to exercise or satisfy all such options or rights.**4.2. Termination for Cause by the Company or Resignation by Executive.**If Executive’s employmentis terminated by the Company for Cause or if Executive resigns (other than for Good Cause), theCompany shall pay Executive’s accrued Base Salary and accrued and unused vacation benefits earnedthrough the date of termination at the rate in effect at the time of the notice of termination toExecutive or Executive’s notice of resignation to the Company.**4.3. Termination without Cause by the Company or Termination by the Executive for Good Cause.**Ifthe Company terminates Executive’s employment without Cause (except under any circumstance in whichSection 4.1 is applicable to Executive, in which case this Section 4.3 shall not apply), or ifthe Executive terminates this Agreement for Good Cause, Executive shall be entitled to Executive’sBase Salary and a pro rated portion of his Incentive Compensation that would be payable to theExecutive based on projected Company performance throughthe termination date, less standard deductions and withholdings, and accrued and unused vacationearned through the date of termination, subject to standard deductions and withholdings. Inaddition, upon Executive’s furnishing to the Company an executed copy of the waiver and release ofclaims (a form of which is attached hereto as Exhibit A), Executive (or his heirs or legalrepresentative) shall be entitled to:**4.3.1.**a payment equivalent to 2.0 times the Executive’s Annual Base Compensation ineffect at the time of Termination, less standard deductions and withholdings, payable intwo equal lump sum payments the first payment on the first payroll date that is six monthsfollowing such termination, and the second payment on the first payroll date that istwelve months following such termination, in accordance with the Company’s regular payrollpractices;
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**4.3.2.**exercise any vested options to purchase stock (common or otherwise) in the Companygranted to Executive pursuant to any plan, agreement or otherwise, or any equivalent orsimilar vested rights which appreciate or tend to appreciate as the value of the Company’sstock appreciates, such options and rights to be in accordance with the terms of anyapplicable plan or agreement, it being understood that the provisions of this Section 4.3.2shall have no applicability to the rights of Executive as a Class B Member of DIV HoldingLLC and nothing contained in this Agreement shall operate to change, amend or vary any ofthe terms of the Amended and Restated Limited Liability Company Operating Agreement of DIVHolding LLC, as amended from time to time; provided, however, that Executive or his estateor legal representative shall have a period of 90 days following the date of terminationwithin which to exercise or satisfy all such options or rights; and**4.3.3.**elect reimbursement to the Executive (or his heirs or legal representatives) forthe same portion of Executive’s COBRA health insurance premium that the Company paidduring Executive’s employment up until the earlier of either (i) the last day ofExecutive’s COBRA health insurance benefits or, ii) the date on which Executive becomescovered under any other group health plan (as an employee or otherwise).**5. Definitions.**For purposes of this Agreement, the following terms shall have the followingmeanings:**5.1. Complete Disability.**“Complete Disability” shall mean the inability of Executive to performExecutive’s duties under this Agreement because Executive has become permanently disabled withinthe meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has nopolicy of disability income insurance covering employees of the Company in force when Executivebecomes disabled, the term “Complete Disability” shall mean the inability of Executive to performExecutive’s duties under this Agreement by reason of any incapacity, physical or mental, which theBoard, based upon medical advice or an opinion provided by a licensed physician acceptable to theBoard, determines to have incapacitated Executive from satisfactorily performing all of Executivesusual services for the Company for a period of at least one hundred twenty (120) days during anytwelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion,the determination of the Board shall be final and binding and the date such determination is madeshall be the date of such Complete Disability for purposes of this Agreement.
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**5.2. For Cause.**For “Cause” shall mean:**5.2.1.**the willful and continued failure by Executive to substantiallyperform his duties with the Company (other than any such failure resulting from hisincapacity due to physical or mental illness, injury or disability), after a writtendemand for substantial performance is delivered to him by the Board that identifies, inreasonable detail, the manner in which the Board believes that Executive has notsubstantially performed his duties in good faith;**5.2.2.**the willful engaging by Executive in conduct that causesmaterial harm to the Company, monetarily or otherwise;**5.2.3.**Executive’s conviction of a felony arising from conductduring the Term of this Agreement;**5.2.4.**Executive’s willful malfeasance or willful misconduct in connection withExecutive’s duties hereunder; or**5.2.5.**For purposes of this Subsection 5.2 no act, or failure to act, on Executive’s partshall be considered “willful” unless done, or omitted to bedone, by him not in good faith and without reasonable belief that his action or omissionwas in the best interest of the Company or its shareholders.**5.3. Good Cause.**“Good Cause” shall mean any of the following actions taken by the Company or anysubsidiary that employs the Executive: assignment of the Executive to duties that are materiallyinconsistent with his status as a senior executive or which represent a substantialdiminution of his duties or responsibilities in the Company, a reduction in Executive’s Base Salary, except in connection withan across-the-board salary reduction for all executives, a failure by the Company to pay any ofExecutive’s compensation in accordance with Company policy, change of Executive’s title, a failureto comply with the obligations of the Company under Section 1.1, the relocation of Executive bythe Company outside the greater Washington, D.C. metropolitan area, or the failure of a successorto the Company to confirm in writing within 5 business days of its succession its obligation toassume and perform all obligations of this Agreement, provided that any such events described inthis Section 5.3 shall constitute Good Cause only if the Company fails to cure such event within30 days after receipt from Executive of written notice of the event which constitutes Good Cause.**5.4 Annual Base Compensation.**“Annual Base Compensation” shall mean the total of the Executive’smost recent annual salary and target incentive under the Company’s Executive Incentive Plan.
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**5.5. Retirement.**“Retirement” shall mean the voluntary retirement of the Executive from theCompany (a) at or after age 62 or (b) at any time after the combination of the Executive’s age andservice with the company or any predecessor or subsidiary equals or exceeds 75 years.**6. Non-Solicitation and Confidentiality,****6.1. Non-Solicitation.**Executive hereby covenants and agrees that duringthe Term of this Agreement and for a period of one year following the terminationof this Agreement, he will not directly or through a third party employ or solicit for employmentany employees of the Company or any persons who were employees of the Company at any time duringthe twelve-month period immediately prior to any such solicitation or proposed solicitation oremployment.**6.2. Confidentiality.**Except as required by law or an order of a court orgovernmental agency with jurisdiction, the Executive shall not, during the periodhe is employed by the Company and thereafter, disclose Confidential Information(as defined below) to any person or entity for any reason or purpose whatsoever. Executive shalltake all reasonable steps to safeguard the Confidential Information and to protect it againstdisclosure, misuse, espionage, loss and theft. All such Confidential Information shall remain theexclusive property of the Company.**6.3 Confidential Information.**For purposes of this Agreement and specifically Section 6.2 above,“Confidential Information” shall mean non-public information concerning the Company’s business oroperations, plans, strategies, prospects or objectives; its sales, services, support and marketing plans, practices andoperations; the prices, costs and details of its services or prospective services; the financialcondition and results of its operations; information received from third parties underconfidential conditions; the Company’s personnel and compensation policies; and means of gainingaccess to the Company’s computer data systems and related information. “Confidential Information”shall not include general knowledge based on Executive’s experience in the industry, informationgenerally known in the industry, or information that is or becomes generally available to thepublic other than as a result of disclosure by the Executive.**7. Miscellaneous.****7.1. Indemnification.**The Company agrees at all times during the term of this Agreement andthereafter, to indemnify, defend and hold the Executive, his heirs, estate and legalrepresentatives harmless from, any and all claims, liabilities, demands, allegations, causes ofaction, or other threats, related to or in any way arising out of, the services provided by theExecutive under this Agreement or at the request of the Company; provided, however, that thisindemnification shall not apply to acts or omissions that are the result of conduct that wouldpreclude
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the Executive from receiving indemnification under Section 145 of the Delaware General CorporationLaw in effect from time to time. Upon receipt of notice of the assertion of any such claim,liability, demand, allegation, cause of action or other threat, the Company shall pay the Executivethe cost of his defense by a counsel mutually acceptable to the Company and Executive, and shall beresponsible for the full payment of any judgment including damages or penalties, including punitivedamages or penalties, that may be assessed or payable as a result of a settlement to which theCompany and the Executive consent, including the deductible portion of any loss covered by Directorand Officer Liability Insurance. Nothing herein shall limit the rights of the Executive to theprotections afforded by the Company!s Directors and Officers Liability Insurance as ineffect from time to time.**7.2. Compliance with Company Policies.**During the term of this Agreement,the Executive shall at all times comply with all applicable Company policies andprocedures, including the Company’s Standards of Business Conduct.**7.3. Notices.**Any written notice, required or permitted under this Agreement,shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier. Written notices must be delivered to the receiving party at his or its addresson the signature page of this Agreement. The parties may change the address at which writtennotices are to be received in accordance with this section.**7.4. Assignment.**Executive may not assign, transfer, or delegate his rights or obligations hereunderand any attempt to do so shall be void. This Agreement shall be binding upon and shall inure tothe benefit of the Company and its successors and assigns and the term “Company” as used hereinshall include such successors and assigns to the extent applicable.**7.5. Entire Agreement.**This Agreement, including Exhibit A contains the entire agreement of theparties with respect to the subject matter hereof, and all other prior agreements, written ororal, are hereby superseded and are of no further force or effect. This Agreement may be modifiedor amended only by a written agreement that is signed by the Company and Executive. No waiver ofany section or provision of this Agreement will be valid unless such waiver is in writing andsigned by the party against whom enforcement of the waiver is sought. The waiver by the Company ofany section or provision of this Agreement shall not apply to any subsequent breach of thisAgreement. Captions to the various sections in this Agreement are for the convenience of theparties only and shall not affect the meaning or interpretation of this Agreement. This Agreementmay be executed in several counter-parts, each of which shall be deemed an original, but togetherthey shall constitute one and the same instrument.
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**7.6. Severability.**The provisions of this Agreement shall be deemed severable, and if any part ofany provision is held illegal, void, or invalid under applicable law such provision may be changedto the extent reasonably necessary to make the provision, as so changed, legal, valid and binding.If any provision of this Agreement is held illegal, void, or invalid in its entirety, the remainingprovisions of this Agreement shall not in any way be affected or impaired but shall remain bindingin accordance with their terms.**7.7 Withholding Taxes.**The Company may withhold from any amounts payable under this Agreement suchFederal, state and local taxes as may be required to be withheld pursuant to any applicable law orregulation.**7.8. Applicable Law.**This Agreement and the rights and obligations of the Company and Executivethereunder shall be governed by and construed andenforced under the laws of the State of New York without regard to New York’sconflict of laws rules.[The remainder of this page is intentionally left blank]
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     In Witness Whereof, the parties have executed this Agreement effective as of the date firstabove written.      DynCorp International LLC