**Exhibit 10.1**

 

**STANLEY, INC.**

 

**Amendment No. 3 to the 2006 OmnibusIncentive Compensation Plan**

 

**November 6, 2008**

 

As approved bythe Board of Directors of Stanley, Inc. (the “Company”) on November 6,2008, the Company’s 2006 Omnibus Incentive Compensation Plan (the “Plan”), asamended by Amendment No. 1 to the Plan on February 8, 2008 andAmendment No. 2 to the Plan on May 8, 2008, is hereby further amendedand revised as follows:

 

Definition of “Fair Market Value”: Thedefinition of “Fair Market Value” is amended by adding at the end thereof andprior to the period: “in such a manner as to comply with Code Section 409A”

 

Amendment to Section 4(a):  The maximum aggregate number of sharessubject to awards granted to any participant under the Plan during any fiscalyear, set forth under Section 4(a) of the Plan, is amended toincrease the limit from 100,000 shares to 166,709 shares, as follows:

 

# SECTION 4.  Shares Available for Awards; Other Limits.  (a)  Shares Available.  Subject to adjustment as provided in Section 4(b),the aggregate number of Shares that may be delivered pursuant to Awards grantedunder the Plan shall be 4,000,000, of which the maximum number of Shares thatmay be delivered pursuant to Incentive Stock Options granted under the Planshall be 2,300,000 and the maximum number of Shares that may be deliveredpursuant to Awards of Restricted Shares under the Plan shall be 800,000.  If, after the effective date of the Plan, anyAward granted under the Plan is forfeited, or otherwise expires, terminates oris canceled without the delivery of Shares, then the Shares covered by suchforfeited, expired, terminated or canceled Award shall again become availableto be delivered pursuant to Awards under the Plan.  If Shares issued upon exercise, vesting orsettlement of an Award, or Shares owned by a Participant (which are not subjectto any pledge or other security interest), are surrendered or tendered to theCompany in payment of the Exercise Price of an Award or any taxes required tobe withheld in respect of an Award, in each case, in accordance with the termsand conditions of the Plan and any applicable Award Agreement, such surrenderedor tendered Shares shall again become available to be delivered pursuant toAwards under the Plan; provided, however, that in no event shall such Sharesincrease the number of Shares that may be delivered pursuant to Incentive StockOptions granted under the Plan.  Subjectto adjustment as provided in Section 4(b), (i) the maximum aggregatenumber of Shares with respect to which Awards may be granted to any Participantin any fiscal year of the Company shall be 166,709, provided that such numberof Shares does not reflect, and shall automatically be adjusted to take intoaccount any stock distribution or stock split that occurs in connection withthe initial public offering of Shares, and (ii) the maximum aggregateamount of cash and other property (valued at its Fair Market Value) other thanShares that may be paid or delivered pursuant to Awards under the Plan to anyParticipant in any fiscal year of the Company shall be $1,000,000.

 

----

 

Amendment to Section 7:Section 7 is amended to add a new subsection (d), which provides asfollows:

 

(d)  Section 409A Limitation on Action.  The Committee shall take no action under thisSection 7 that would cause an Award under the Plan to fail to be eitherexempt from Code Section 409A or in compliance with Code Section 409A.

 

Amendment to Section 9:Section 9 is amended to add a new subsection (q), which provides asfollows:

 

(q)  Code Section 409A.  Awards under the Plan are intended to beeither exempt from Code Section 409A or in compliance with Code Section 409Aand the Plan shall be so administered and interpreted.  In that regard, any Option or SAR with anexercise price of less than the Fair Market Value of the subject shares on thegrant date or that are otherwise subject to Code Section 409A will beissued pursuant to an Award Agreement that complies with Section 409A.  Any Award, other than an Option or SAR, whichdoes not meet the requirements for a “short-term deferral” under TreasuryRegulations Section 1.409A-1(b)(4) or is otherwise not exempt from Section 409Awill also be issued pursuant to an Award Agreement that complies with Section 409A.  The Committee shall take no action under thePlan that would cause an Award under the Plan to fail to be either exempt fromCode Section 409A or in compliance with Code Section 409A.  Notwithstanding the foregoing, Participantsare solely responsible for the tax consequences to them of Awards under thePlan including any tax consequences under Code Section 409A.

 

Except as specifically set forth above, allother provisions of the Plan remain in full force and effect.

 

----