**Exhibit 10.2**

 

**STANLEY, INC.**

 

**Amendment No. 2 to the ExecutiveDeferred Compensation and Equity Incentive Plan**

 

**November 6, 2008**

 

As approved bythe Board of Directors of Stanley, Inc. (the “Company”) on November 6,2008, the Company’s Executive Deferred Compensation and Equity Incentive Plan(the “Plan”), as amended by Amendment No. 1 to the Plan on June 28,2006, is hereby further amended and revised as follows:

 

Amendment to Section 2.28:  The following sentence is added at the end ofSection 2.28 “Termination of Employment”:

 

Notwithstanding the foregoing, in the case of Awards which are subjectto Section 409A of the Code, a Termination of Employment shall occur noearlier than the date of a “separation from service” within the meaning of CodeSection 409A(a)(2)(A)(i) and the rules and regulationsthereunder.

 

New Section 4.10: A new Section 4.10is added that provides as follows:

 

4.10  Section 409A.  Stock Option Awards and Voting Awards underthe Plan are intended to be exempt from the provisions of Code Section 409A,which governs nonqualified deferred compensation, and shall be so administeredand interpreted.  Trust Awards and CashAwards under the Plan are intended to be in compliance with the provisions ofCode Section 409A and shall be so administered and interpreted.  Notwithstanding the foregoing, Recipients aresolely responsible for the tax consequences to them of Awards under the Planincluding any tax consequences under Code Section 409A.

 

Amendment to Section 5.1(b): Section 5.1(b) isamended to add the following at the end thereof:

 

Notwithstanding the above, if the Recipient is a “specified employee”within the meaning of Code Section 409A(a)(2)(B)(i) at the time ofthe Recipient’s Termination of Employment, any amount that would otherwise havebeen payable under this Section 5.1(b) upon or within the first six (6) monthsfollowing the Recipient’s Termination of Employment will be payable six (6) monthsand one (1) day following the date of the Recipient’s Termination ofEmployment or, if earlier, the date of Recipient’s death.

 

Amendment to Section 6.2(b):  The last sentence of Section 6.2(b) isdeleted and replaced by the following:

 

----

 

Shares of Restricted Stock issuable pursuant to an exercise of a StockOption Award shall be issued pursuant to and in accordance with Section Vand shall be issued to the recipient as a fully-vested Voting Award.  Exercise by a deferred payment arrangementwill require a full recourse promissory note from the Recipient for theexercise price with interest as above and will not be permitted for executiveofficers or directors of the Company

 

Amendment to Section 6.3(b): The firstsentence under Section 6.3(b) is deleted and replaced by thefollowing:

 

The exercise price of each Nonqualified Option shall be at least equalto 100% of the Fair Market Value of the common stock of the Company on the Dateof Award of the Nonqualified Option.

 

Amendment to Section 8.2:  Section 8.2, Cash Awards, isamended by deleting in the only sentence therein the second semicolon and theclause immediately thereafter that begins “provided, further, however that theCommittee may...” and by adding the following after such sentence:

 

Notwithstanding the above, if the Recipient is a “specified employee”within the meaning of Code Section 409A(a)(2)(B)(i) at the time ofthe Recipient’s Termination of Employment, any amount that would otherwise havebeen payable under this Section 8.2 upon or within the first six (6) monthsfollowing the Recipient’s Termination of Employment will be payable six (6) monthsand one (1) day following the date of the Recipient’s Termination ofEmployment or, if earlier, the date of Recipient’s death.

 

Amendment to Section 8.3: Section 8.3is amended to add at the end thereof the following:

 

Notwithstanding the above, in the case of a Trust Award or Cash Award:

 

(i) the provisions of this Section 8.3 shall apply only ifthe Financial Hardship meets the requirements of an Unforeseeable Emergency inTreasury Regulations Section 1.409A-3(i)(3)(i);

 

(ii) the amount that may be distributed as the result of suchFinancial Hardship may not exceed the amount permitted to be distributed underTreasury Regulations Section 1.409A-3(i)(3)(ii); and

 

(iii) the restrictions in Treasury Regulations Section 1.409A-3(i)(3)(iii) shallapply to any such distribution.

 

Amendment to 8.6(c): Section 8.6(c) isamended to add as a last sentence thereof the following:

 

2

----

 

Prepayment of any promissory note may be made only in the event such prepaymentdoes not result in a violation of Code Section 409A.

 

Amendment to 8.13: The sole sentence in Section 8.13is amended to add at the end thereof and prior to the period the following:

 

;provided, however, that no such action would be taken that would causethe Stock Option to become subject to and in violation of Code Section 409A

 

Amendment to Section XI: Section XIis amended to add as a last sentence thereof the following:

 

No amendment or modification shall be made to the Plan that would causeoutstanding Awards under the Plan to fail to be either exempt from Code Section 409Aor in compliance with Code Section 409A.

 

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

 

3

----