DynCorp International[2] is a United States-based private military company (PMC) and aircraft maintenance company. DynCorp receives more than 96% of its $2 billion in annual revenues from the US federal government.[3]
The corporate headquarters are in Falls Church, Virginia. However, substantially all of the company's contracts are managed out of its office at Alliance Airport in Fort Worth, Texas.
The company has provided services for the U.S. military in several theaters, including Bolivia, Bosnia, Somalia, Angola, Haiti, Colombia, Kosovo and Kuwait.[4] DynCorp International also provided much of the security for Afghan interim president Hamid Karzai's presidential guard and trains much of Afghanistan's and Iraq's fledgling police force.[5] DynCorp was also hired to assist recovery in Louisiana and neighboring areas after Hurricane Katrina.[6][7] Recently, DynCorp and the Department of State have been criticized for not properly accounting for $1.2 billion in contract task orders authorized by the State Department to be used to train Iraqi police.[8][9] DynCorp has held one contract on every round of competition since receiving the first Contract Field Teams contract in 1951. DynCorp won the LOGCAP II contract and is one of three contract holders on the current LOGCAP IV contract.
Salary. In consideration of and as compensation.for the services agreed to be performed by Executive- hereunder, the Company agrees to pay Executive during the Term of this Agreement a base annual salary (the “Base Salary 11 ) of not less than $340,000 per year, less standard deductions and withholdings, payable bi- monthly in accordance with the Company’s regular payroll practices. The Company will review Executive’s Base Salary and other compensation (including bonuses and incentive compensation) from time to time during the Term of this Agreement and, at the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the fi Board lf ) of DynCorp International Inc., the Company’s parent company, may increase his Base Salary or other compensation (including incentive compensation) from time to time. Any increase in Base Salary or other compensation (including incentive compensation) shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased rate, Executive’s Base Salary hereunder shall not be reduced.
Incentive Compensation. During the Term of this Agreement, in addition to the Base Salary provided in Section 2.1 above, Executive shall be eligible to receive additional incentive compensation at a target of 50% of his Base Salary based on the achievement of performance targets established by the Committee (“Incentive Compensation”). Subject to the foregoing, Executive shall be eligible to receive the entire amount of his Incentive Compensation for the Company’s fiscal year ending March 31, 2007 without proratson.
Other Benefits. During the Term of this Agreement, Executive shall be entitled to participate in all of the applicable employee benefit plans, programs and/or arrangements of the Company which may be available to the other senior executives of the Company on the same terms as such other executives, other than use of a Company automobile. Without limiting the generality of the foregoing, Executive shall be entitled to four weeks of vacation per year.
Equity. Executive will be entitled to a 0.4% Class B Percentage Interest in the Company’s indirect parent, DIV Holding LLC, with a four year vesting, and otherwise pursuant to and in accordance with the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, dated as of November 22, 2005, among The Veritas Capital Fund II, L.P. and the other persons listed as Class A Members and Class B Members named therein, as amended.
Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the Company’s expectations, beliefs and intentions. All of these forward-looking statements are based on estimates and assumptions made by the Company’s management that, although believed by the Company to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships, operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17, 2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
DynCorp has over 70 written policies regarding employee relations. All Standard Operating Practices (SOPs) are imbedded in our ISO processes and are available to all DynCorp employees through our Intranet Web sites.
As an employee-owned company, DynCorp recognizes that its employees are its greatest resource. DynCorp believes in the benefits of a diverse workforce and the need to provide opportunity and recognition for all employees. Our Equal Employment Opportunity SOP, DYN-4100, defines the company's employment practices and conditions to promote equitable treatment of all employees. We believe in treating all employees fairly, and in rewarding those individual and collective efforts that enhance the value of the company. DynCorp understands that our employees deserve to work in an environment that promotes teamwork, sharing ideas, and sharing successes. We believe that our customers and shareholders both will benefit from empowering our employees to take action and make decisions at the lowest level practical. DynCorp encourages employees to generate ideas and to speak openly, knowing their ideas will be heard and responded to through direct feedback.
Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the Company’s expectations, beliefs and intentions. All of these forward-looking statements are based on estimates and assumptions made by the Company’s management that, although believed by the Company to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships, operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17, 2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and
technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from
the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event,
change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that
could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment
letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions
contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be
instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing
business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships,
operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from
time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17,
2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are
cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those
contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as required by law.
The corporate headquarters are in Falls Church, Virginia. However, substantially all of the company's contracts are managed out of its office at Alliance Airport in Fort Worth, Texas.
The company has provided services for the U.S. military in several theaters, including Bolivia, Bosnia, Somalia, Angola, Haiti, Colombia, Kosovo and Kuwait.[4] DynCorp International also provided much of the security for Afghan interim president Hamid Karzai's presidential guard and trains much of Afghanistan's and Iraq's fledgling police force.[5] DynCorp was also hired to assist recovery in Louisiana and neighboring areas after Hurricane Katrina.[6][7] Recently, DynCorp and the Department of State have been criticized for not properly accounting for $1.2 billion in contract task orders authorized by the State Department to be used to train Iraqi police.[8][9] DynCorp has held one contract on every round of competition since receiving the first Contract Field Teams contract in 1951. DynCorp won the LOGCAP II contract and is one of three contract holders on the current LOGCAP IV contract.
Salary. In consideration of and as compensation.for the services agreed to be performed by Executive- hereunder, the Company agrees to pay Executive during the Term of this Agreement a base annual salary (the “Base Salary 11 ) of not less than $340,000 per year, less standard deductions and withholdings, payable bi- monthly in accordance with the Company’s regular payroll practices. The Company will review Executive’s Base Salary and other compensation (including bonuses and incentive compensation) from time to time during the Term of this Agreement and, at the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the fi Board lf ) of DynCorp International Inc., the Company’s parent company, may increase his Base Salary or other compensation (including incentive compensation) from time to time. Any increase in Base Salary or other compensation (including incentive compensation) shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased rate, Executive’s Base Salary hereunder shall not be reduced.
Incentive Compensation. During the Term of this Agreement, in addition to the Base Salary provided in Section 2.1 above, Executive shall be eligible to receive additional incentive compensation at a target of 50% of his Base Salary based on the achievement of performance targets established by the Committee (“Incentive Compensation”). Subject to the foregoing, Executive shall be eligible to receive the entire amount of his Incentive Compensation for the Company’s fiscal year ending March 31, 2007 without proratson.
Other Benefits. During the Term of this Agreement, Executive shall be entitled to participate in all of the applicable employee benefit plans, programs and/or arrangements of the Company which may be available to the other senior executives of the Company on the same terms as such other executives, other than use of a Company automobile. Without limiting the generality of the foregoing, Executive shall be entitled to four weeks of vacation per year.
Equity. Executive will be entitled to a 0.4% Class B Percentage Interest in the Company’s indirect parent, DIV Holding LLC, with a four year vesting, and otherwise pursuant to and in accordance with the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, dated as of November 22, 2005, among The Veritas Capital Fund II, L.P. and the other persons listed as Class A Members and Class B Members named therein, as amended.
Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the Company’s expectations, beliefs and intentions. All of these forward-looking statements are based on estimates and assumptions made by the Company’s management that, although believed by the Company to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships, operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17, 2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
DynCorp has over 70 written policies regarding employee relations. All Standard Operating Practices (SOPs) are imbedded in our ISO processes and are available to all DynCorp employees through our Intranet Web sites.
As an employee-owned company, DynCorp recognizes that its employees are its greatest resource. DynCorp believes in the benefits of a diverse workforce and the need to provide opportunity and recognition for all employees. Our Equal Employment Opportunity SOP, DYN-4100, defines the company's employment practices and conditions to promote equitable treatment of all employees. We believe in treating all employees fairly, and in rewarding those individual and collective efforts that enhance the value of the company. DynCorp understands that our employees deserve to work in an environment that promotes teamwork, sharing ideas, and sharing successes. We believe that our customers and shareholders both will benefit from empowering our employees to take action and make decisions at the lowest level practical. DynCorp encourages employees to generate ideas and to speak openly, knowing their ideas will be heard and responded to through direct feedback.
Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the Company’s expectations, beliefs and intentions. All of these forward-looking statements are based on estimates and assumptions made by the Company’s management that, although believed by the Company to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships, operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17, 2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and
technological factors outside of the Company’s control that may cause its business, strategy or actual results or events to differ materially from
the statements made herein. These risks and uncertainties may include, but are not limited to, the following: the occurrence of any event,
change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that
could require us to pay a termination fee; the failure to obtain the necessary equity and debt financing pursuant to the applicable commitment
letters received in connection with the merger or the failure of such financing to be sufficient to complete the merger and the transactions
contemplated thereby; the failure of the merger to close for any other reason; risks that the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings that may be
instituted against the Company and/or others relating to the merger agreement; the diversion of our management’s attention from our ongoing
business concerns; the effect of the announcement, pendency or anticipated consummation of the merger on our business relationships,
operating results and business generally; the amount of the costs, fees, expenses and charges related to the merger; and other risks detailed from
time to time in the Company’s reports filed with the SEC, including the Company’s definitive proxy statement, which was filed on May 17,
2010 and the Company’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are
cautioned not to place undue reliance on forward-looking statements. The Company’s actual results could differ materially from those
contained in the forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as required by law.
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