Exhibit 10.2
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
---------------------------------------------------------------
THIS AGREEMENT is made this ____ day of __________, 2002 (the "Agreement"),
by and between ManTech International Corporation, a Delaware corporation that is
the successor to a New Jersey corporation of the same name ("ManTech"), and
____________ (the "Executive").
WITNESSETH
----------
WHEREAS, the Executive is presently an employee of ManTech and/or one or
more of its subsidiaries;
WHEREAS, in the course of employment with ManTech and/or any of its
subsidiaries (collectively, the "Employer"), the Executive has and will continue
to come into possession of the trade secrets, competitive strengths, business
plans and/or other proprietary or confidential information regarding the
business and operations of Employer;
WHEREAS, Employer wishes to gain additional protections that the Executive
will not (i) disclose proprietary or confidential information or (ii) use such
information in a manner that advances the interests of persons or entities other
than Employer;
WHEREAS, Employer has proposed and Executive hereby agrees that this
confidentiality, non-competition and non-solicitation agreement constitutes a
reasonable means for Employer to achieve it's goal of protecting its proprietary
or confidential information; and
WHEREAS, as consideration for entering into this Agreement, Employer agrees
to grant to the Executive options to purchase shares of Class A common stock of
ManTech, which options are subject to vesting and expiration terms that are
contingent upon Executive's continued employment with Employer;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Employer and Executive hereby
agree as follows:
1. Grant of Options. In consideration for entering into this Agreement,
----------------
ManTech hereby agrees to grant to the Executive options to purchase up to
____________ shares of Class A common stock of ManTech. Such options shall be
granted pursuant to the terms of Management Incentive Plan, shall have an
exercise price equal to the price at which ManTech's Class A common stock is
offered to the public in its initial public offering, and shall be subject to
vesting and expiration terms that are contingent upon the Executive's continued
employment with the Employer and such other terms and conditions set forth in
the grant agreement. Such options shall not be treated as incentive stock
options under Section 422 of the Internal Revenue Code.
2. Confidentiality, Non-Competition and Non-Solicitation. In consideration
-----------------------------------------------------
for the grant of options pursuant to Section 1 above, the Executive hereby
agrees as follows:
(a) That both during the term of Executive's employment with
Employer and thereafter, Executive will not publish or otherwise disclose to
persons outside the Employer, without specific permission from Employer, any
Employer proprietary or confidential information which Executive learns or
acquires during the course of employment with or as a result of performing
services with Employer, and will not use such information in any way which might
be detrimental to the interests of the Employer. For purposes of this Agreement,
proprietary or confidential information includes, but is not limited to:
(i) All information not generally known to the public
or within the federal, state or local government market(s) or the commercial
market(s) in which the Employer offers or provides its services, solutions or
products, pertaining to the Employer's marketing, bidding or cost plans,
strategies, forecasts or projections; practices, procedures, policies, goals or
objectives pertaining to the foregoing; contract proposals, contract bids which
have been prepared or submitted or which are proposed to be prepared or
submitted, or bidding and pricing techniques; information on Employer's cost
structure; quoting and pricing practices, procedures and policies; customer data
including customer list, contracts, contacts, representatives, requirements and
needs, specifications, data provided by or about prospective customers; supplier
information, including joint venture and subcontractor proposals; employee and
consultants' identities, skills, resumes, records and lists; and the physical
embodiments of any of the foregoing information.
(ii) All information concerning or relating to the way
the Employer conducts its business which is not generally known to the public or
within the federal, state or local government market(s) or the commercial
market(s) in which the Employer offers or provides its services, solutions or
products (such as Employer contracts, internal business procedures, controls,
plans, licensing techniques and practices, supplier, subcontractor and prime
contractor names and contacts and other vendor information, Employer processes,
techniques, data, computer system passwords and other computer security
controls, financial information, and distributor information) and the physical
embodiments of such information (such as check lists, samples, service and
operational manuals, contracts, proposals, printouts, correspondence, forms,
listings, ledgers, financial statements, financial reports, financial and
operational analyses, financial and operational studies, management reports of
every kind, databases, and any other written or machine-readable expression of
such information as are filed in any tangible media).
(iii) All information not generally known to the public
or within the federal, state or local government market(s) or the commercial
market(s) in which the Employer offers or provides its services, solutions or
products concerning development of new products, services or solutions,
negotiations for new business ventures or acquisitions, future business or
acquisition plans, and similar information and the physical embodiments of such
information.
(iv) Information which is not a public record and is
not generally known to the public or within the federal, state or local
government market(s) or the commercial market(s) in which the Employer offers or
provides its services, solutions or products regarding litigation and potential
litigation matters and the physical embodiments of such information.
(v) Any information which (i) is not generally known
to the public or within the federal, state or local government market(s) or the
commercial market(s) in which the
2
Employer offers or provides its services, solutions or products, (ii) gives the
Employer a significant advantage over its or their competitors, or (iii) has
significant economic value or potentially significant economic value to the
Employer, including the physical embodiments of such information.
(b) That both during the term of Executive's employment with Employer
and for a period of one (1) year following the Executive's termination of
employment with Employer, the Executive will not:
(i) directly or indirectly, own, manage, operate,
control or participate in the ownership, management, operation or control of, or
be connected as an officer, employee, consultant, partner, director or otherwise
with, or have any financial interest in, or aid or assist anyone else in the
conduct of any business which competes with any services, solutions or products
conducted, offered or provided by the Employer (including by any group, division
or subsidiary of the Employer) (any such service, solution or product, an
"Employer Operation"), to any federal, state or local government market(s) or
the commercial market(s) if such Employer Operation is being conducted or
developed at any time during the term of Executive's employment with Employer
and at the later time in question;
(ii) directly or indirectly, solicit any customer or
any former or prospective customer of the Employer with a view to inducing such
customer to enter into an agreement, or otherwise do business, involving an
Employer Operation with any competitor or attempt to induce any customer to
terminate its relationship with the Employer or to not enter into a relationship
with the Employer, as the case may be; or
(iii) solicit or attempt to solicit the employment of
any employee of the Employer, or any person employed by the Employer during the
prior six (6) month period, or attempt to solicit or induce any such employee or
person to leave the employ of the Employer.
(c) That in the event any provision of this Section 2 shall be
challenged by Executive or deemed to be unenforceable by a court of competent
jurisdiction, Employer's obligation under Section 1 hereof shall be extinguished
and Employer shall have the right to cancel any options granted under Section 1,
to the extent such options have not been exercised in full.
3. Survival. Executive agrees that the restrictions in Section 2
--------
shall survive the termination of Executive's employment with Employer,
regardless of the expiration, exercise, failure to exercise, vesting or failure
to vest, or termination of the options provided for under Section 1.
4. Specific Enforcement; Extension of Period.
-----------------------------------------
(a) Executive acknowledges that the restrictions contained in
Section 2 hereof are reasonable and necessary to protect the legitimate
interests of the Employer and that Employer would not have granted the options
provided for in Section 1 in the absence of such restrictions. Executive also
acknowledges that any breach by him of Section 2 hereof will cause continuing
and irreparable injury to Employer for which monetary damages would not be an
adequate remedy. Executive shall not, in any action or proceeding by Employer to
enforce Section 2 of this Agreement, assert the claim or defense that an
adequate remedy at law exists.
3
In the event of such breach by Executive, Employer shall have the right to
enforce the provisions of Section 2 of this Agreement by seeking injunctive or
other relief in any court, and this Agreement shall not in any way limit
remedies at law or in equity otherwise available to the Employer.
(b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAW EXCEPT TO THE EXTENT SUCH PRINCIPLES PERMIT
THE APPLICATION OF VIRGINIA LAW OR JURISDICTION AND VENUE IN COURTS WITHIN
VIRGINIA. ANY DISPUTE HEREUNDER SHALL BE LITIGATED IN FEDERAL DISTRICT COURT IN
THE EASTERN DISTRICT OF VIRGINIA OR, IF JURISDICTION CANNOT BE OBTAINED IN SUCH
COURT, IN THE STATE COURT WHOSE JURISDICTION INCLUDES THE PRINCIPAL EXECUTIVE
OFFICE OF MANTECH.
(c) All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained herein is held to
be invalid or unenforceable in any respect, in whole or in part, including
without limitation in the event that the provisions of Section 2 should ever be
adjudicated to exceed the time, geographic, or other limitations permitted by
applicable law in any applicable jurisdiction, such finding will in no way
affect the validity or enforceability of any other provision of this Agreement.
The parties hereto further agree that any such invalid or unenforceable
provision will be deemed modified so that it will be enforced to the greatest
extent permissible under law, and to the extent that any court of competent
jurisdiction determines any restriction herein to be unreasonable in any
respect, such court shall limit this Agreement to render it reasonable in light
of the circumstances in which it was entered into and specifically enforce this
Agreement as limited.
4. Miscellaneous.
-------------
(a) This Agreement may be executed by facsimile signature and in
several counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
(b) The headings in this Agreement are inserted for convenience
of reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
(c) This Agreement shall inure to the benefit of and be binding
upon Employer and its and their successors or assigns and Executive and his
executors, administrators or heirs. Executive may not assign any obligations or
responsibilities under this Agreement or any interest herein, by operation of
law or otherwise, without the prior written consent of Employer.
4
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
Executive MANTECH INTERNATIONAL CORPORATION
____________________________________ __________________________________
signature Print Name:
Title:
____________________________________
print name
5
