AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 10, 2007 among STANLEY, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and M&T BANK and BRANCH BANKING & TRUST...Revolving Credit and Term Loan Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2007, by and among STANLEY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENTOption Award Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase shares (the “Award”) of the Company’s Common Stock, $0.01 par value (“Share”), at an exercise price of $ per Share (the “Exercise Price”), the closing market price per Share (as reported by the New York Stock Exchange) on the date hereof, that are subject to the terms and conditions specified herein (“Options”) and that are granted to you under the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”). The Options are intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended). Therefore, you are required to satisfy the holding period requirements that apply with respect to the Shares issuable upon exercise of the Options in order to be eligible for the beneficial tax treatment afforded such a grant. To the extent the requisite holding period requirements are not satisfied, or a
FORM OF RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 28th, 2008 • Stanley, Inc. • Services-engineering services • Delaware
This Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of shares (the “Award”) of the Company’s Common Stock, $0.01 par value, that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to you under the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan (the “Plan”).
FIRST AMENDMENT TO THE STANLEY, INC.Stanley, Inc. • May 28th, 2008 • Services-engineering services
Pursuant to the powers reserved by the Board of Directors of Stanley, Inc. under this Section 7(a) of the Stanley, Inc. 2006 Omnibus Incentive Compensation Plan, (the “2006 Plan”), the 2006 Plan is hereby amended as follows, effective as of the date hereof:
