exv10w26








Exhibit 10.26









William L. Ballhaus

President and CEO




March 25, 2009




Mr. Steven T. Schorer

10701 Alloway Drive

Potomac, MD 20854




Dear
Mr. Schorer:




I am pleased to offer you employment with DynCorp International LLC (the “Company”) as
President, Global Platform Support Solutions, effective April 6, 2009. In this capacity, your
office location will be Falls Church, Virginia, and you will report directly to me.



You will be classified as an exempt employee. Your salary will be payable in bi-weekly increments
of sixteen thousand nine hundred twenty three dollars and seven cents ($16,923.07), less statutory
deductions, for an annualized rate of four hundred forty thousand dollars ($440,000.00).



In this
position, you will participate in the company’s Executive
Incentive Plan (EIP). Your
individual target for FY-10 will be sixty percent (60%) of your annual salary as of your date of
hire. You will receive EIP consideration for the full Plan Year which, for fiscal year 2009, begins
April 6, 2009 and ends March 31, 2010.



You will also be a participant 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. Your Long Term
Incentive Plan Award at time of hire will be 35,000 Restricted Stock Units in accordance with and
subject to the provisions of the DynCorp International 2007 Omnibus Incentive Plan. These units are
performance based with key terms as summarized on the attached “Term Sheet” with vesting to occur on
June 26, 2011.



You are also eligible to participate in DynCorp International’s flexible benefits program. You will
have ten (10) working days from your starting date to complete and submit your enrollment form.
Regardless of the date on which the enrollment form is completed during the ten (10) working day
enrollment period, your elections will be effective for you and your eligible dependents as of your
first day of employment. After the enrollment period closes, you will be unable to change your
benefits until the next annual benefits enrollment period.



You will serve as an employee at will. You can resign your employment at any time and can be
terminated at any time. However, in the event the Company terminates your employment without
“Cause,” the Company agrees to pay you a severance amount equal to 1.0 times your Base Annual
Compensation in effect at time of termination, less standard deductions and withholdings payable at
time
of termination. In this event, the Company will also pay you a pro-rated portion of your Executive
Incentive Compensation based on projected Company performance through the termination date.
Should you resign or should the Company terminate your employment for “Cause,” you will
receive only the salary earned by you through the date of termination and no additional
severance payment shall be made.


 


PAGE 1









 





Mr. Steven T. Schorer

March 25, 2009

Page 2




Further, the Company will require you to execute a document entitled Covenants and Post-Employment
Obligations Agreement, a copy of which is provided with this letter.



In accordance with federal law, employees are required to furnish proof of their authorization to
work in the United States within three days of the date on which they
begin employment. Therefore,
please bring the appropriate documents to fulfill these requirements on your first day of
employment.



This offer of employment is valid for a period of ten (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 and return the executed document to the attention of Dianne
Walker, Senior VP of Human Resources, by either e-mail (Dianne.Walker@dyn-intl.com) or fax
(817) 224-1794.



The foregoing summarizes DI’s offer. I look forward to your positive response and would
welcome working closely together to advance DynCorp International’s global interests and
growth.



Sincerely,




	 	 	 
	/s/ William L. Ballhaus
 

William L. Ballhaus

	 	 
	President and Chief Executive Officer
	 	 
	DynCorp International LLC
	 	 






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. I further understand that the terms of this offer of employment supersede the terms of all
previously executed offers of employment.



	 	 	 
	/s/ Steven T. Schorer
 

Steven T. Schorer








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

Phone: (703) 462-7100 — Fax: (703) 462-7210 — www.dyn-intl.com





 


PAGE 2