1.0

OVERVIEW

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Business Group Performance Score – for each Participant, the sum of the weighted Performance Goal Scores for each of the Business Group Goals.

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Company Performance Score – for each Participant, the sum of the weighted Performance Goal Scores for each of the Company Goals.

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Factor – the weighting percentage assigned to each Participant Goal for a particular individual. The Factors shall total 100% for each set of goals for each individual (Company Goals and Business Group Goals are each a set of goals). For each Participant under this Plan, the Factors applicable to each Participant Goal may differ.  If applicable, each set of Company Goals and Business Group Goals shall be weighted such that the total weighting equals 100% for the two sets combined.    

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Final Performance Score – the sum of (i) the applicable weighted Business Group Performance Score, and (ii) the weighted Company Performance Score for each Participant. For Participants with no Business Group Goals, the Company Performance Score for that Participant shall be the Final Performance Score.

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Incentive Compensation Payout Schedule - a schedule that sets forth the incentive compensation payment amount that corresponds to each performance score between and including the threshold and maximum Final Performance Scores.

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Performance Goal Score – for each Participant Goal, the amount of a measure actually achieved, expressed as a percentage, relative to the Performance Goal (the Performance Goal Score at target would be 100%).  

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Total Earned Incentive Compensation – the incentive compensation amount payable to a Participant based on his or her Final Performance Score, prior to any adjustment by the Compensation Committee.

4.1

Performance Criteria for Goals

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Company Performance Criteria

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Revenue  (revenue as recognized for the performance period in accordance with GAAP principles);

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Earnings before interest and taxes (EBIT), measured as a dollar amount (also sometimes referred to as Operating Income); and

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Bookings (full value of contract award for single award contracts, plus the value of multiple award wins, determined in accordance with ManTech’s standard bookings recognition policy).

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Business Group Performance Criteria (measured in the same manner as Business Group Goals)

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Revenue;  

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EBIT, measured as a dollar amount; and

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Bookings.

4.2

Guidance for Goal-Setting Process

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The Chairman of the Compensation Committee shall be responsible for the establishment of Participant Goals and weightings for the CEO (the Chairman of the Compensation Committee may request the assistance of the Executive Chairman, the CFO or other senior Company personnel in this effort, as deemed necessary or appropriate).

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The Company Goals and weightings applicable to each Participant (other than the CEO) shall be initially proposed by the CEO, with input from the Executive Chairman, the CFO or other senior Company personnel, as deemed necessary or appropriate, before being presented to the Compensation Committee.  

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Business Group Goals and weightings applicable to a Participant shall be initially proposed by the CEO, with input from the Executive Chairman, the CFO or other senior Company personnel, as deemed necessary or appropriate, before being presented to the Compensation Committee.  

4.3

Threshold, Target and Maximum Awards

4.4

Guidance for Scoring Process

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Overview : Actual results for the year shall be determined and then compared to the Participant Goals. The Final Performance Score shall be calculated for each Participant and shall determine the Total Earned Incentive Compensation pursuant to the applicable Incentive Compensation Payment Schedule. The amount of any incentive compensation amount actually paid may be adjusted by the Compensation Committee’s exercise of discretion in accordance with Section 3.

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Scoring Process :

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The Performance Goal Score with respect to each of the Participant Goals shall be determined.  

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The Performance Goal Scores shall be weighted by multiplying each score by the applicable Factor and summed to determine the Participant’s Company Performance Score and (if applicable) Business Group Performance Score.

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For Participants with both Business Group Goals and Company Goals, each of the Business Group Performance Score and the Company Performance Score shall be multiplied by a weighting factor, and such resulting amounts shall then be added together to yield the Final Performance Score (unless otherwise expressly provided in the individual Plan Worksheet, each of the Business Group Performance Score and the Company Performance Score shall be equally weighted at 50%).

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For Participants with only Company Goals, the Participant’s Company Performance Score will constitute his or her Final Performance Score.

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Based on the Participant’s Final Performance Score, the Total Earned Incentive Compensation will be derived from the applicable Incentive Compensation Payout Schedule included on the Participant’s Plan Worksheet (subject to any adjustments or related determinations by the Compensation Committee described herein).

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Adjustments to Results Achieved : With respect to any Performance Goal Score, the Compensation Committee shall have the authority to determine whether (and by what amount) the actual result used to calculate the achievement of a performance goal should be adjusted to account for extraordinary events or circumstances, or should otherwise be adjusted in order to be consistent with the purpose or intent of the Plan.

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Out of Cycle Salary Changes : The Compensation Committee shall determine the effect of any out-of-cycle salary changes on a Participant’s Total Earned Incentive Compensation.    

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Final Compensation Committee Review : The Compensation Committee will review and approve any and all incentive compensation amounts paid under this Plan, including the Total Earned Incentive Compensation for each Participant. The Compensation Committee has the authority to adjust the payment amount due to any Participant hereunder, based on any factor deemed relevant by the Compensation Committee. The Compensation Committee also has the authority to determine the impact of any adjustments to results achieved or out-of-cycle salary changes referenced in the preceding two paragraphs. Payments under this Plan, if any, shall be made on or before March 15, 2019. Unless the Compensation Committee determines otherwise in its sole discretion, a Participant’s right to receive any incentive compensation payment hereunder shall be forfeited if the Participant is not an employee of the Company in good standing on December 31, 2018.  

Awards under the Plan are subject to the terms and conditions of any clawback policy which the Company may adopt to conform to the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

1.

Restricted Stock Unit Grant . The Company hereby grants to the Grantee, subject to the terms and conditions of this Agreement and the Plan, a copy of which the Grantee acknowledges having received, an award of _________ Restricted Stock Units (the “ Award” , or the “ Restricted Stock Units” ). The Restricted Stock Units are notional units (not actual Shares), representing an unfunded, unsecured right to receive Shares in the future if the vesting conditions set forth in this Agreement are satisfied.

2.

Vesting of Award . The Award will vest with respect to 1/3 of the Restricted Stock Units on ______, 2019, ______, 2020, and ______, 2021 (the 1 ^st , 2 ^nd and 3 ^rd anniversaries of the date of grant), subject in each case to the Grantee’s continued employment through the applicable vesting date. Except as provided in Section 3 , if the Grantee’s employment terminates for any reason before a vesting date, any unvested Restricted Stock Units shall immediately and automatically be forfeited as of the date of termination, and the Grantee shall have no further rights with respect thereto. Subject to Section 15 , the Compensation Committee shall determine in its sole discretion whether and when a termination of employment occurs, and such determination shall be final and binding.

3.

Death or Disability . If, before a vesting date, the Grantee’s employment terminates due to the Grantee’s death or if the Grantee’s employment is terminated by the Company due to the Grantee’s Disability, any unvested portion of the Award shall become vested as of the date of termination. For purposes of the Award, the Grantee shall be deemed to have a “Disability” if, in the determination of the Compensation Committee of the Board of the Board of Directors (or its designee), the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months.

4.

Issuance of Shares . As soon as practicable (and in all events within 60 days) following the date of vesting of the Award (whether pursuant to Section 2 or Section 3 ), the Company shall issue to the Grantee (or the Grantee’s estate, heir or beneficiary) one Share for each vested Restricted Stock Unit.

5.

Tax Withholding . In accordance with Section XIII of the Plan, the Company shall have the power and right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any federal, state, local and other taxes (including the Grantee’s payroll tax

obligations) required by law to be withheld with respect to this Award. The Grantee may be required to pay to the Company in cash or cash equivalents, either prior to or concurrent with the delivery of Shares in respect of any vested Restricted Stock Units, the amount required by law to be withheld by the Company. Unless otherwise determined by the Company, the Company (or an Affiliate) shall withhold from the number of Shares to be issued in respect of any vested Restricted Stock Units such number of Shares having an aggregate fair market value equal to minimum amount of the any federal, state, local and other taxes (including the Grantee’s payroll tax obligations) required by law t o be withheld by the Company. The Committee (or its designee) may establish other rules and procedures to allow the Grantee to satisfy and to facilitate the required tax withholding from time to time.

6.

Restrictions on Transfer . The Restricted Stock Units, this Award, and any right to receive Shares pursuant to this Award, may not be sold, assigned, transferred, encumbered, hypothecated or pledged by the Grantee.

7.

Limitation of Rights . The Grantee shall not have any privileges of a stockholder of the Company with respect to the Restricted Stock Units (including, for the sake of clarity, any voting rights, or any right to dividends or dividend equivalents) unless and until actual Shares are issued pursuant to Section 4 above. Nothing in this Agreement shall confer upon the Grantee any right to continue as an employee of the Company or an affiliate or to interfere in any way with any right of the Company to terminate the Grantee’s employment at any time.

8.

Changes in Capitalization . The Restricted Stock Units shall be subject to the provisions of Sections 11.1 and 11.2 of the Plan relating to adjustments for changes in capital structure.

9.

Notices . All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) if personally delivered, upon delivery or refusal of delivery, (b) if mailed by registered or certified United States mail, return receipt requested, postage prepaid, upon delivery or refusal of delivery, (c) if sent by a nationally recognized overnight delivery service, upon delivery or refusal of delivery, or (d) if sent by facsimile or electronic mail, upon confirmation of delivery. All notices, consents, waivers or other communications required or permitted to be given hereunder shall be addressed as follows):

a.

If to the Company to:

Form of 2018 RSU Award Agreement

Page 2

b.

If to the Grantee, to the address of the Grantee in the records of the Company.

10.

Construction . This Agreement and Restricted Stock Units hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Grantee hereby acknowledges that a copy of the Plan has been delivered to the Grantee and accepts the Restricted Stock Units hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. The construction of and decisions under the Plan and this Agreement are vested in the Compensation Committee (or its designee), whose determinations shall be final, conclusive and binding upon the Grantee.

11.

Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding the choice of law rules thereof.

12.

Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

13.

Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof.

14.

Clawback Policy . This Award, and any amounts earned hereunder shall be subject to the Company’s clawback policy, as may be amended or superseded from time to time.

15.

Section 409A . This Award is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, the regulations issued thereunder or any exception thereto (“ Section 409A” ) under the short-term deferral exception in Treas. Reg. §1.409A-l(b)(4). To the extent applicable, the provisions of this Agreement shall be interpreted and construed in a manner intended to comply with Section 409A. To the extent all or any portion of the Award is determined to constitute deferred compensation for purposes of Section 409A, and settlement of the Award (or the portion thereof that is determined to constitute deferred compensation) is triggered by a termination of the Grantee’s employment, the Grantee shall not be deemed to have terminated employment unless and until the Grantee has experienced a “separation from service,” as that term is used in Section 409A. The Company makes no representation that this Award will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to this Award or to mitigate its effects on this Award.

Form of 2018 RSU Award Agreement

Page 3

Name:

Kevin M. Phillips

Title:

President and Chief Executive Officer