AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the letter agreement, dated February 15, 1997, relating to certain
obligations arising in the event of a Change in Control or Potential Change in
Control, executed for DynCorp by Paul V. Lombardi, President & Chief Executive
Officer, and executed by the undersigned manager of DynCorp, is hereby amended
as follows, effective April 16, 1998:
1. In each place in where they appear in Section 2 of the letter agreement, the
figures '25%' are amended to read '35%'.
2. The following Subsection (iv) is added to Section 2 of the letter agreement:
'Effective upon the occurrence of a Change of Control, all unvested
options and rights granted to you under any stock option, restricted
stock or other stock-based benefit plan (excluding the Employee Stock
Ownership and Savings and Retirement Plans) shall immediately vest
notwithstanding the absence from such plan(s) of language that would
trigger such vesting as of such date, and you shall be entitled
thereafter to exercise with respect to such previously unvested options
or shares all rights described in such plans as being applicable to
fully vested options or shares.'
3. Except as specifically amended hereby, the letter agreement remains in full
force and effect in accordance with the terms thereof.
The foregoing amendments are hereby accepted as of April 16, 1998, by
the undersigned parties.
By: /s/ Paul V. Lombardi /s/ Patrick C. FitzPatrick
Paul V. Lombardi Patrick C. FitzPatrick
President & Chief Senior Vice President & Executive Officer Chief Financial Officer