a5555115-ex102.htm


     

    Exhibit
      10.2

     

    
      First
        Amendment

      to
        the

      MAXIMUS,
        Inc. 1997 Equity Incentive Plan

      (As
        Amended through March 22, 2006)

       

      WHEREAS,
        MAXIMUS, Inc. (the "Company") maintains the MAXIMUS Inc., 1997 Equity Incentive
        Plan, as amended through March 22, 2006 (the "Plan"); and

      WHEREAS,
        the Plan has been amended from
        time to time, and further amendment of the Plan now is considered
        desirable.

      NOW,
        THEREFORE, by virtue and in
        exercise of the powers under Section 12(k) of the Plan, the undersigned officer
        does hereby amend the Plan, effective October 26, 2007, in the following
        particulars:

      1.  By
        deleting Section 7(b) of the Plan.

      2.  By
        adding
        the following sentence to the end of Section 12(a) of the Plan:

      "Notwithstanding
        the foregoing, a Participant, at any time prior to his or her death, may
        assign
        all or any portion of a vested Option (other than an Incentive Stock Option)
        granted to him or her to a family member or a charitable organization or
        Code
        Section 501(c) private foundation meeting the requirements of Code Section
        170(c).  For purposes of Section 12(a), 'family member' shall mean a
        Participant's child, stepchild, grandchild, parent, stepparent, grandparent,
        spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
        son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
        adoptive relationships, any person sharing the Participant's household (other
        than a tenant of the Participant), a trust in which these persons (or the
        Participant) have more than fifty percent (50%) of the beneficial interest,
        a
        foundation in which these persons (or the Participant) control the management
        of
        assets, and any other entity in which these persons (or the Participant)
        own
        more than fifty percent (50%) of the voting interests.  Any such
        transferee shall enter into a written agreement with the Company authorizing
        the
        Company to withhold shares of stock that would otherwise be delivered to
        such
        person upon an exercise of the Option to pay any federal, state, local, or
        other
        taxes that may be required to be withheld or paid in connection with such
        exercise, in the event that the Participant is subject to withholding taxes
        and
        does not provide for an arrangement satisfactory to the Company to assure
        that
        such taxes will be paid.  In the event of such transfer, the
        transferee will be entitled to all of the Participant's rights with respect
        to
        the assigned portion of such Option, and such portion of the Option will
        continue to be subject to all of the terms, conditions, and restrictions
        applicable to the Option, as set forth herein and in the related Option
        agreement.  Any such assignment will be permitted only if the
        Participant does not receive any consideration therefore and does not violate
        applicable securities laws.  Any such assignment shall be evidenced by
        an appropriate written document executed by the Participant, and the Participant
        shall deliver a copy thereof to the Committee on or prior to the effective
        date
        of the assignment."

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

         

      

      3.           By
        adding the following new Section 13(g) of the Plan:

      


      "(g)
Section
        409A. To the extent any Award under the Plan creates
        a deferred compensation arrangement (as defined in Code Section 409A and
        the
        applicable regulations and guidance thereunder) ('Section 409A') in accordance
        with this Section 13(g).

      


      (i)
        Initial Deferral Elections.  The deferral of
        an Award or compensation otherwise payable to the Participant shall be set
        forth
        in the terms of the Award Agreement or as elected by the Participant pursuant
        to
        such rules and procedures as the Committee may establish.  Any such
        initial deferral election by a Participant will designate a time and form
        of
        payment and shall be made at such time as provided below:

      


      (A)           A
        Participant may make a deferral election with respect to an Award (or
        compensation giving rise thereto) at any time in any calendar year preceding
        the
        year in which services giving rise to such compensation or Award are
        rendered.

      


      (B)           In
        the case of the first year in which a Participant becomes eligible to receive
        an
        Award or defer compensation under the Plan (aggregating other plans of its
        type
        as defined in Section 1.409A-1(c) of the applicable regulations), the
        Participant may make a deferral election within 30 days after the date the
        Participant becomes eligible to participate in the Plan; provided, that such
        election may apply only with respect to the portion of the Award or compensation
        attributable to services to be performed subsequent to the
        election.

      


      (C)           Where
        the grant of an Award or payment of compensation, or their vesting is
        conditioned upon the satisfaction of pre-established organizational or
        individual performance criteria relating to a performance period of at least
        12
        consecutive months in which the Participant performs Service, a Participant
        may
        make a deferral election no later 6 months prior to the end of the applicable
        performance period.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

         

         

      

      (D)           Where
        the vesting of an Award is contingent upon the Participant’s continued Service
        for a period of no less than 13 months (or, if earlier, upon death, disability
        or a change in control), the Participant may make a deferral election within
        30
        days of receiving an Award.

      


      (E)           A
        Participant may make a deferral election in other circumstances and at such
        times as may be permitted under Code Section 409A and any regulations or
        guidance thereunder.

       

      (ii)          
        Distribution Dates. Any deferred compensation
        arrangement created under the Plan shall be distributed at such times as
        provided in the Award Agreement, which may be upon the earliest or latest
        of one
        or more of the following:

       

      (A)           A
        fixed date as set forth in the Award Agreement or pursuant to a Participant’s
        election;

      


      (B)           the
        Participant’s death;

      


      (C)           the
        Participant’s 'Disability' as defined in Section 409A;

      


      (D)           a
        'Change in Control' as defined in Section 409A;

      


      (E)           an
        Unforeseeable Emergency, as defined in Section 409A and implemented by the
        Committee;

      


      (F)           a
        Participant’s termination of Service, or in the case of a Key Employee (as
        defined in Code Section 409A) six months following the Participant’s termination
        of Service; or

      


      (G)           such
        other events as permitted under Code Section 409A and the regulations and
        guidance thereunder.

      


      (iii)           Restrictions
        on Distributions. No distribution may be made
        pursuant to the Plan if the Committee reasonably determines that such
        distribution would (A) violate Federal securities laws or other applicable
        law;
        (B) be nondeductible pursuant to Code Section 162(m); or (C) would jeopardize
        the Company's ability to continue as a going concern.  In any such
        case, distribution shall be made at the earliest date at which Company
        determines such distribution would not trigger clauses (A), (B) or (C)
        above.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

         

         

      

      (iv)           Redeferrals. The
        Company, in its discretion, may permit Executive to make a subsequent election
        to delay a distribution date, or, as applicable, to change the form distribution
        payments, attributable to one or more events triggering a distribution, so
        long
        as (A) such election may not take effect until at least twelve (12) months
        after
        the election is made, (B) such election defers the distribution for a period
        of
        not less than five years from the date such distribution would otherwise
        have
        been made, and (C) such election may not be made less than twelve (12) months
        prior to the date the distribution was to be made.

      


      (v)           Termination
        of Deferred Compensation Arrangements. In addition,
        the Company may in its discretion terminate the deferred compensation
        arrangements created under this Plan subject to the following:

      


      (A)           the
        arrangement may be terminated within the 30 days preceding, or 12 months
        following, a Change in Control provided that all payments under such arrangement
        are distributed in full within 12 months after termination;

      


      (B)           the
        arrangement may be terminated in the Company’s discretion at any time provided
        that (1) all deferred compensation arrangements of similar type maintained
        by
        the Company are terminated, (2) all payments are made at least 12 months
        and no
        more than 24 months after the termination, and (3) the Company does not adopt
        a
        new arrangement of similar type for a period of five years following the
        termination of the arrangement;

      


      (C)           the
        arrangement may be terminated within 12 months of a corporate dissolution
        taxed
        under Code Section 331 or with the approval of a bankruptcy court pursuant
        to 11
        U.S.C. 503(b)(1)(A) provided that the payments under the arrangement are
        distributed by the latest of the (1) the end of the calendar year of the
        termination, (2) the calendar year in which such payments are fully vested,
        or
        (3) the first calendar year in which such payment is administratively
        practicable."

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


       

      *           *           *

      


      


      IN
        WITNESS WHEREOF,
        the Company has caused this First Amendment to be executed by the undersigned
        duly authorized officer as of the ____ day of ____________ 2007.

       

       

      
        
          	 	MAXIMUS,
                  INC.
	 	 	 
	 	By: 	
                   

                
	 	 	 
	 	Its: 	
                   

                


        

      

       

       

       

       

       

      5