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GrantsCOMPENSATION COMMITTEE REPORT

The Compensation Committee of Non-Qualified Stock Options

We grant non-qualified stock optionsManTech’s Board of Directors has reviewed and discussed with ManTech’s management the Compensation Discussion and Analysis that follows this report. Based on that review and the discussions with management, the Compensation Committee recommended to our non-employee directors to purchase sharesManTech’s Board of our common stock on an annual basis, typically in conjunction with holding our annual meeting of stockholders. We also issue one-time grants of non-qualified stock options to our non-employee directors in connection with their appointment toDirectors that the Board. In both cases, we set the exercise price for the options at the fair market value of our common stock at the time of grant. The options vest ratably over three years.

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In 2005, we issued the following grants of stock options to our non-employee Board members:

Other Compensation

No member of the Board was paid any compensation for his service as a director other than the standard compensation arrangements for directors described above. However, please refer to the disclosure under the caption “Certain Relationships Discussion and Related Transactions” elsewhereAnalysis be included in this proxy statement for a description of certain relationships between us and affiliates of certain of our non-employee directors.

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REPORT OF THE AUDIT COMMITTEEincorporated into ManTech’s Form 10-K.

OF THE BOARD OF DIRECTORS

The AuditCompensation Committee currently consists of four members, each of whom is an “independent director” as determined by our Board of Directors, based on the current listing standards of the Nasdaq Stock Market, Inc. and the rules and regulations of the SEC. In addition, the Board of Directors determined that Mr. Barry Campbell, who serves as the chairperson of the Audit Committee, meets the qualifications of an “audit committee financial expert,” as defined by SEC rules.

A brief description of the responsibilities of the Audit Committee is set forth above, under the caption “Committees of the Board of Directors—Audit Committee.” The Audit Committee acts pursuant to a charter adopted by the Board of Directors. The Audit Committee reviews and reassesses the adequacy of the charter on a regular basis, and at least annually. If appropriate, the Audit Committee recommends changes to the Board for its approval. The Audit Committee charter was revised, and the Fifth Amended and Restated Charter of the Audit Committee was adopted by the Board, in October 2005.

As a committee, we reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2005 with both management and Deloitte & Touche LLP, the Company’s independent auditors. Management has primary responsibility for the financial statements. Deloitte & Touche LLP is responsible for expressing an opinion on the conformity of the financial statements with generally accepted accounting principles.

The Audit Committee discussed with Deloitte & Touche LLP those matters required to be discussed by Statement on Auditing Standards No.��61,Communication with Audit Committees, as currently in effect.

Deloitte & Touche LLP provided us with the written disclosures and the letter required by the Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, as currently in effect. The Audit Committee discussed with Deloitte & Touche LLP the auditor’s independence from the Company and its management, and the details of the disclosure that Deloitte & Touche LLP had provided to us pursuant to Independence Standards Board Standard No. 1.

Finally, we considered the nature and scope of the audit and non-audit services provided by Deloitte & Touche LLP to the Company, and concluded that Deloitte & Touche LLP’s provision of these services to the Company is compatible with Deloitte & Touche LLP’s independence from the Company and its management.

Based upon the reviews and discussions referred to above, we recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, for filing with the SEC.

Dated as of March 7, 2006

The Audit Committee of the Board of Directors

Barry G. Campbell,ChairmanMembers

Walter R. Fatzinger, Jr.,Chair

Richard J. Kerr

Paul G. Stern

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REPORT OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors currently consists of three members: Walter R. Fatzinger, Jr., Barry G. Campbell and

Adm. David E. Jeremiah, eachUSN Ret.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of whom is independent. The Committee is responsible for (i) overseeing the determination, implementationour compensation program. Such targets and administrationgoals are not statements of the remuneration (including compensation, benefits, bonusesour expectations or estimates of results or other guidance. Investors should not apply such targets and perquisites) of all directors and executive officers of the Company, (ii) reviewing and approving all equity compensationgoals to be paid toany other Company employees, and (iii) administering the Company’s stock-based compensation plans.

Mr. Jeremiah became a member of the Committee on February 1, 2005. All compensation decisions relating to 2005 covered in this report occurred after that date.context.

Executive Compensation PhilosophyIntroduction

ManTech operates in a very competitive, dynamic and specialized industry. Our industry presents growth opportunities for companies with the right employees. We believe that in order to compete effectively in this industry, the Companywe must attract and retain highly-qualified and talentedable executives who often possess special skills,talents, credentials and experience. OurBoth inside and outside our executive group, our unique business environment also requires us to obtain the services of employees with the highest security clearances issued in the United States, and the competition for the services of these personsemployees is intense.

Our compensation philosophy seeks to support our key objectivebusiness objectives of creating value for, and promoting the interests of, our stockholders. OurIn order to align the interests of our executives with those of our stockholders, we believe that our executive compensation programs must provide our executive officers with competitive compensation opportunities, that are based upon both the executive’stheir contribution to the development and financial success of the CompanyManTech and the executive’stheir personal performance. WeSpecifically, we believe it is important that our executive compensation programs:programs should

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The Compensation Committee is primarily responsible for setting the compensation packageof our executive officers. Management is primarily responsible for each executive officersetting the compensation of other employees, including our non-executive officers.

Types of Compensation That We Pay Our Executives

Our compensation program is principally comprisedgrounded in three principal types of three elements: (i)compensation: base salary, (ii)annual cash incentive bonuspayments, and (iii) long-term stock-based incentive awards.compensation (primarily stock options). While we do pay some compensation through employee benefits and perquisites, these forms of compensation generally represent an insignificant portion of the total compensation we pay our executives.

Base Salary

We pay our executive officers base salaries that reflect the requirements of the marketplace. A reasonable salary is set individually for each executive officer and is not targeted at a particular percentilepart of a groupwell-rounded compensation program. The salary for individual executives substantially reflects our evaluation of competitors. Among other factors, base salary determinations may reflect experience, base salary in prior year, personal performance, the salary levels in effect for comparable positions within and withoutoutside of our industry. We also consider the industry, andindividual executive’s experience, base salary in the prior year, personal performance, internal base salary comparability considerations.

Incentive bonuses are intended to be a significant portionconsiderations, and (if applicable) the size of total cash compensation for executive officers. The performance targets for incentive bonuses may include factors based on Company performance,the business unit performance, and individual performance.

Long-term incentive awards are stock-based, based on our belief that stock ownership by ourfor which the executive officers strengthens the mutuality of interests between our executive officers and our stockholders. Long-term

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stock-based incentive awards are intended to provide a meaningful opportunity for stock ownership by our executive officers. In making long-term incentive awards to executive officers, the Committee takes into account various individual and Company-specific factors, which may include the level of existing stock ownership by the Company’s executives.

Factors

The principal factors the Committee considered with respect to each executive officer’s compensation package for fiscal year 2005 are summarized below. The Committee may, however, in its discretion apply entirely different factors with respect to executive compensation for future years. During late 2005, the Committee engaged an independent compensation consultant to assist the Committee with carrying out its responsibilities relating to the approval of executive compensation for 2006. The Committee did not rely on information from the consultant for any fiscal year 2005 compensation decisions.

Base Salary.

The 2005 base salary for each executive officer was determined on the basis of some or all of the following factors: base salary in prior year, personal performance, the salary levels in effect for comparable positions within and without the industry, and internal base salary comparability considerations.is responsible. The consideration given to each of these factors differeddiffers from individual to individual, as the Committee deemed appropriate. For

Annual Cash Incentive Payments

Our executive officers earn annual cash incentive payments pursuant to an incentive compensation plan that utilizes a uniform, systematic and measurable process for determining the amount of incentive compensation to be paid to our executive officers. The plan contains performance targets for annual cash incentives, which may include factors based on total ManTech performance, business unit performance, and individual performance. The weight given to these factors vary with respect to our executive officers. The reasons for the different weights are explained below. On the new Summary Compensation Table on page 23, the annual cash incentive payments paid to our named executive officers excluding(NEOs) are reported as follows:

We evaluated all of our executive officers on the basis of four Company-level objective criteria: revenue, earnings before interest and taxes (EBIT), days sales outstanding (DSO) and contract bookings. Executive officers who are not in charge of a business unit were also measured on corporate cost control.

Each executive having operational responsibility for a business unit was also measured on the basis of criteria applicable solely to the business unit for which he was responsible. The business unit criteria used varied for each such executive, based on the criteria deemed most important to the particular business unit. These business unit measures included the following: business unit revenue, business unit EBIT, business unit DSO, forecast accuracy, succession planning, teamwork contributions, contract bookings, recompetition rates, and employee retention. For executives having operational responsibility for a business unit, the business unit measures were given substantially more weight than the criteria pertaining to Company performance.

In the first quarter of each calendar year performance period, specific performance objectives and weighting of the various Company and business unit measures varied among the executive officers, based on areas of responsibility and, where applicable, the performance measures deemed most appropriategoals are established for a particular business unit.

After the end of 2005, the Committee evaluated the Company’sManTech and the various business units’units. The performance against the pre-established criteria. The Committee determined that someobjectives of the executive officers had earnedbusiness units are formulated to support the goals and objectives for ManTech as a whole. The Compensation Committee approves all of the performance objectives used in the non-discretionary part of our annual incentive program. Our executives’ bonuses for the 2005 yearare based on meetingachieving these goals and objectives. The Compensation Committee measures each executive’s achievement of the goals and objectives by reference to pre-established criteria. For those executives who had notperformance factors, which may include any three to five of the following factors:

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achieved the minimum business unit performance level

We make our incentive payments annually, in the plan, no bonuses were awarded, except for one partial bonusform of cash, when earned. We have chosen to make annual incentive compensation payments in the form of cash rather than stock, because this practice is customary in our industry. In general, cash compensation is a recoverable cost under the terms of our government contracts,

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while stock compensation is not recoverable. We also prefer to pay our annual incentives in cash rather than stock as a means to limit the shareholder dilution resulting from executive compensation. The annual cash incentive payment as a percentage of an executive’s total potential cash compensation generally increases with the level and responsibilities of the executive.

The Compensation Committee reserves the ability, in appropriate circumstances, to reduce the amount of $50,000 paidthe non-discretionary portion of an executive’s annual cash incentive that would otherwise be payable upon the executive’s achievement of the pre-established goals. In the past, the Compensation Committee has occasionally used this discretion in appropriate circumstances.

Additionally, the Compensation Committee has the authority to grant discretionary bonuses unrelated to the achievement of the non-discretionary objections. In the past, these bonuses have been granted in certain circumstances to reward outstanding performance of individual executives or business units that may not have been adequately factored into the non-discretionary portion of the executive’s annual incentive program.

Beginning with the 2007 fiscal year, the Compensation Committee has determined that discretionary payments will become a regular part of the Company’s annual executive incentive compensation program. The Company’s 2007 Incentive Compensation Plan will continue to utilize pre-established, non-discretionary formula to determine the executive’s target cash incentive. The pre-established formula will be based on the factors of revenue, DSO, bookings and EBIT % at the ManTech-wide level. The formula will also use revenue growth percentage, DSO and bookings at the business unit President because his business unit had substantially exceeded its revenue target. Additionally,level. However, the Compensation Committee evaluatedwill also consider whether any discretionary bonus is warranted. In making that determination, the exceptional overall performance of Mr. Renzi’s business unit, and determinedCompensation Committee may consider any factors described above, as well as any other subjective factors that the Company wouldCompensation Committee deems appropriate in its sole discretion, including recommendations of our CEO and our President.

Stock Options

We provide an additional discretionary bonuslong-term incentives to Mr. Renzi in the amount of $100,000. Including this discretionary payment, the total 2005 bonus compensation paid to Mr. Renzi exceeded his target bonus amount by $3,000.

Long-Term Incentive Compensation.

Long-term incentives are providedour executives through grants of stock options. The grants are designed to align the interests of eachour executive officerofficers with those of theour stockholders and provide each individualsuch officer with a significant incentive to manage the CompanyManTech from the perspective of an owner with an equity stake in the Company.ManTech. Each option generally becomes exercisable in annual installments over a three-year period, contingent upon the executive officer’sexecutive’s continued employmentrelationship with the Company.ManTech. Accordingly, the option grant will provide a return to the executive officer only if the executive officerhe or she remains employed by the Companywith ManTech during the vesting period, and then only if the market price of the underlying shares appreciates. WeFor each fiscal year, management recommends to the Compensation Committee a pool of shares to be used for the grant of options to employees. The recommendation for the size of the pool is based on the number of shares available under our Management Incentive Plan (including its evergreen provision), the expense that would be incurred from the grants, and the overall performance of ManTech for the prior fiscal year. Management also recommends an allocation of the options among the corporate officers, division presidents and other key employees. Within these pools, management then recommends a number of shares for each individual. The Compensation Committee considers these recommendations when it makes a decision on grants of options to our executive officers that we believe willindividual employees.

Over time, the option grants for executives are intended to be at a level to create a meaningful opportunity for value derived from stock ownership. In making specific grantsThe amount of an annual option grant to ouran executive officers,is largely based on the Company may consider someexecutive officer’s personal performance and the performance of any business unit for which the executive is responsible in the last fiscal year. The principal factors of business unit performance that are considered in this regard are revenue, revenue growth, EBIT and EBIT growth. The amount of the following factors:grant may also depend on the executive officer’s current position with the Company,ManTech, the base salary associated with that position, the size of comparable awards made to individuals in similar positions within the industry, the individual’s potential for increased responsibility and promotion over the option term, the individual’s personal performance in recent periods, and, if the executive officer is a President of a business unit, the performance of the business unit in recent periods.term. The Compensation Committee also may alsoinfrequently consider

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the number of unvested options held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. However, the Compensation Committee does not adhere to any specific guidelines as to the relative stock or option holdings of the Company’sour executive officers.

During 2005,For prior years and for the 2006 option grants, the annual grants were generally made in the first quarter of the year at a previously scheduled meeting. Generally, grants for new hires were made when the new employee began his or her employment with us, and grants made in connection with the promotion of employees were made as the event occurred. The exercise price of the options was set at the closing price of our stock on the Nasdaq Stock Market on the day immediately prior to the date of grant.

Effective January 1, 2007, in recognition of the specific legal, tax and accounting issues presented by granting stock options, the Compensation Committee adopted a written policy to be followed in connection with all issuances of stock options by ManTech. We have posted a copy of the policy on the Corporate Governance page on our Website. Under the policy, no option will have a grant date that precedes the date the grant is approved by the appropriate authority under the policy. Each option will have an exercise price equal to the closing price of our stock on Nasdaq on the grant date (or, if our stock does not trade on Nasdaq on the grant date, then the closing price of our stock on the previous trading day). Each option will vest in three equal annual installments, beginning on the first anniversary of the date of grant. Each option will expire five years from the date of grant.

Under the policy, we will only have four grant dates each year. The Compensation Committee will approve the annual grant of options to our executive officers and other employees on the date that the Compensation Committee meets to approve the compensation to be paid to our executive officers for that year (with such meeting to occur in any event prior to March 15 for that year). These annual grants will be effective on March 15 of that year. Option grants to newly-hired employees and other employees outside of the annual grant will be made effective on the third business day following the date that we next release our quarterly financial results. For grants approved on dates after we release our third quarter results, such grants will be made effective on March 15 of the next year (on the same day as the annual grant). For example, if our third quarter results are released on November 1, any grant approved after November 1 would be made effective (for both pricing and vesting purposes) on the following March 15.

All grants made to our executive officers are approved by the Compensation Committee. Under the policy, the Compensation Committee has delegated authority to our CEO and our President to determine stock option grants to our non-executive officers and other employees. The CEO and President may not approve an option in excess of 20,000 shares under this delegation of authority. The grants approved by the CEO and President must have the same terms and conditions as described above. All of these grants are subsequently reported to and ratified by the Compensation Committee.

Our shareholder-approved Management Incentive Plan, as restated in 2006, also allows the grant of restricted stock. To date, the Company has not granted any restricted stock; however, the Compensation Committee has considered the grant of restricted stock optionsas a component of our long-term incentive program and may use restricted stock in the future.

Employee Benefits

Our officers participate in the same employee benefit programs as other employees. These programs include tax-qualified retirement plans, health insurance, life insurance, disability insurance, travel accident insurance, and company-paid short term disability. We have two tax-qualified retirement plans: a 401(k) plan and an employee stock ownership plan (ESOP). To our 401(k) plan, we make a matching contribution based on employee salary deferrals. The amount of the matching contribution depends on the percentage of their own compensation, up to IRS limits, that each executive or other employee chooses to defer in the Company’s401(k) plan. To our ESOP, we make a contribution that is a uniform percentage of compensation for all eligible employees. Mr. Pedersen is not eligible

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to participate in the ESOP and does not participate in the 401(k) plan. The combined amount of our 401(k) matching contributions and ESOP contribution for the other named executive officers to purchase an aggregate of 92,000 shares of Common Stock, based(as detailed in the “All Other Compensation” column on the policies described above. The individual grants are shown on the Stock Option Grant table following this report.Summary Compensation Table) ranged from $7,883 to $13,200 for 2006.

CEO Compensation

In 2002, the Company entered into an employment agreement with Mr. George J. Pedersen, our Chairman of the Board and Chief Executive Officer (the Retention Agreement). The terms of Mr. Pedersen’s Retention Agreement provide for an annual base salary of at least $1,000,000, to be reviewed annually by us and established for the upcoming year based substantially on the same factors and general compensation policy applicable to the Company’s otherDuring 2006, we maintained a supplemental executive officers, as described above. In 2005, the Company paid Mr. Pedersen an annual base salary of $1,200,000, which was the same annual base salary paid to him in 2004. For 2005, we concluded that maintaining Mr. Pedersen’s salary was appropriate.

For 2005, Mr. Pedersen participated in the 2005 Incentive Compensation Plan. The performance criteria establishedretirement plan (SERP) for Mr. Pedersen, were Company revenue, Company EBIT, Company DSO, contract bookings and corporate cost controls.originally established in 1987, to which we made a contribution of $50,000 in 2006. None of our other current executives have participated in a supplemental retirement plan. At his election, Mr. Pedersen and the Company met between 94% and 120%received a complete distribution of each of the goals and averaged 100% of the total goal. We determined thathis benefits under the 2005 Incentive CompensationSERP in 2007. We then terminated the SERP in 2007 and will not make any further contributions. Our officers are also eligible to make salary deferrals into our Executive Supplemental Savings Plan. We do not make a contribution to the Executive Supplemental Savings Plan for executives.

Perquisites

Our executive perquisites generally involve minimal expenses. The perquisites our individual executives receive are primarily based upon historical practice. For the sake of continuity, we believe it is often best to leave certain low-cost perquisites in place when we acquire a business unit. The perquisites provided to our executives other than Mr. Pedersen typically consist of life insurance, automobile expenses, a club membership, occasional use of sporting event tickets, and typical benefits associated with an executive office (such as snacks and beverages). Our total incremental cost for perquisites for each executive officer other than Mr. Pedersen was entitled to a bonus of $600,000 for attaining 100% of the targeted goals. Mr. Pedersen did not receive any bonus for 2004.

Because of the level of Mr. Pedersen’s stock ownership as founder of the Company, asless than $10,000 in prior years, the Committee determined that Mr. Pedersen would not be granted any stock options to purchase shares of the Company’s common stock during 2005.2006.

Under the terms of his Retention Agreement, Mr. Pedersen is entitled to receive contributions to qualified and non-qualified retirement plans, insurance programs and perquisites on the same terms that they have been

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provided in previous years, includingyears. These perquisites include items such as the lease of an executive type of vehicle for business and personal use, the portion of an employee’stwo employees’ time spent on non-corporate matters on behalf of Mr. Pedersen (including attending to chauffeur/valet services and limited tax-planning assistance (which, in 2006, primarily related to the structuring of Mr. Pedersen’s SERP distribution), as well as other assistance as required from time to time), club memberships and reimbursement of the costs of certain cell phone and home telephone/fax services. During 2005, Mr. Pedersen voluntarily did not participate in

Determining the Company’s qualified retirement plans. He received a contributionAmount of $50,000 to a non-qualified supplemental retirement plan.Each Type of Compensation

The compensation setting process is a collaborative process involving our CEO, our President and the Compensation Committee. Management receives a copy of certain market survey information that is prepared for the Compensation Committee has evaluatedby its compensation consultant, Ernst & Young LLP. The market survey covers a peer group of companies that is identified by management and approved by the totalCompensation Committee. For 2006, the peer group for compensation paidpurposes consisted of 12 companies: Anteon, BearingPoint, CACI, ChoicePoint, CIBER, Dynamics Research Corp., Keane, Maximus, MTC Technologies, Perot Systems, SI International and SRA International. Because we compete for executive talent in a broader market than just our specific industry, the compensation peer group is larger than the peer group of companies used for our performance graph that appears in our Annual Report.

After receiving the survey information, management then determines the general recommendations that it would propose to Mr. Pedersenmake to the Compensation Committee and reviews these tentative proposals with Ernst & Young LLP. After considering any input from the compensation consultant, management makes its compensation proposals to the Compensation Committee for 2005. We believe the total compensation paid to Mr. Pedersen for 2005 was fair and reasonable based on his performance as Chairman of each executive officer other than the Board and Chief Executive Officer and is reasonable in light of the overall performance of the Company.

Internal Revenue Code Section 162(m)

CEO. The Compensation Committee alsotakes these proposals into account in making its decisions for these officers. The Compensation Committee determines the compensation of the CEO based on the terms of his Retention Agreement (which is described in Note 3 to the Summary Compensation Table on page 23) and the Compensation Committee’s evaluation of the same factors applied to the other executive officers.

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Beginning with the 2006 fiscal year, the Compensation Committee has engaged the services of Ernst & Young LLP as a compensation consultant to assist it in the compensation setting process. The scope and nature of the consultant’s engagement is described in this proxy statement under the headingCorporate Governance —Compensation Committee.

Base salary is set individually for each executive officer and is not targeted at a particular percentile of the compensation peer group for any particular executive. Annual cash incentives are intended to be a significant portion of total cash compensation for executive officers. The long-term incentive awards are stock-based, based on our belief that stock ownership by our executive officers strengthens the mutuality of interests between our executive officers and our stockholders. We generally provide more weight towards cash compensation if performance levels are met than stock compensation because stock compensation is not a recoverable cost under the terms of our government contracts. For some of our executives, this may result in the cash compensation being above market levels and stock compensation being below market levels.

We believe that the compensation of our executive officers should be consistent with and reinforce our key business and financial objectives and corporate values over time. Employee compensation may vary based on the business unit for which some executive officers are responsible.

Key Factors in Determining Compensation

An executive officer’s performance may be measured by reference to the performance of a business unit and by reference to the performance of ManTech as a whole. Executives having operational responsibility for a business unit were measured primarily at the business unit level on selected factors important to that business unit, as is reflected in the structure of our annual cash incentive program.

Other Matters in Setting Compensation

We have not had the occasion to and have not established a policy about the adjustment or recovery of awards or payments if the relevant performance measures are restated or adjusted in a way that would reduce the size of the award or payment.

In making long-term incentive awards to executive officers, the Compensation Committee takes into account various individual and Company-specific factors, which may include the level of existing stock ownership by our executives. Because of the level of Mr. Pedersen’s stock ownership as founder of ManTech, the Compensation Committee has determined that Mr. Pedersen would not be granted any stock options to purchase shares of our common stock.

Other Matters Related to Compensation

Tax and Accounting Considerations

We have considered the potential impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)). in structuring our executive compensation program. Section 162(m) disallows a tax deduction for any publicly heldpublicly-held corporation for individual compensation exceeding $1 million in any taxable year for the Chief Executive Officer or the other four (4) most highly compensated officers, except for compensation that is performance-based under a plan that is approved by the stockholders and that meets other technical requirements. The stock options granted under the Company’sour Management Incentive Plan are qualified as performance-based compensation. BonusesAnnual cash incentives paid under the 2005 Incentive Compensation Plan were generallynon-discretionary portion of the annual incentive program are structured to be deductible as performance-based compensation.compensation under the Management Incentive Plan. The portion of Mr. Pedersen’s salary that exceededexceeds the $1 million limit is not deductible and about 45%a portion of Mr. Pedersen’s bonus for 2005, as well as about 5% of Mr. Renzi’s bonus for 2005, weresome bonuses in the past have not been deductible. The total amount of the foregone tax deductions was immaterial.We intendOur policy is to pay our executives in the manner that we think is in the best interests of the Company,ManTech, while taking into account the implications of Section 162(m), as

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appropriate. This may result in the payment of salary or bonuses that are not tax deductible. To date, the missed tax deductions have been immaterial. It is possible that our newly-adopted policy (applicable for 2007 and the foreseeable future) of having a larger portion of bonuses as discretionary may result in larger non-deductible payments in the future.

We adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (FAS 123R) for the 2006 fiscal year. FAS 123R is an accounting standard that requires the fair value of all stock option awards issued to employees to be recorded as an expense over the related vesting period. For stock options granted in 2006, we reduced the life of the options from ten years (used for prior grants) to five years, partially to reduce the expense associated with the grant of stock options. We consider the accounting effects of FAS 123R in establishing the pool for stock option grants each year.

We have considered the potential impact of Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) in the implementation of our executive compensation program. Section 409A imposes a higher tax rate on individuals who receive payment of non-qualified deferred compensation if that compensation is paid from a non-qualified deferred compensation arrangement that does not comply with the requirements of Section 409A. To comply with Section 409A, we amended the Executive Supplemental Savings Plan to impose additional restrictions on distributions to participants, and Mr. Pedersen took a complete distribution from his SERP (which, following the distribution, was terminated).

No Stock Ownership Guidelines

We have not adopted any stock ownership requirements or guidelines. We have not adopted any policies about hedging the economic risk of Company stock. We believe that no executives have engaged in hedging or similar activities with the Company stock.

Change in Control Benefits

The Committee supportsCompany does not have any benefits that are payable only in the proposed amendmentevent of a change in control.

2006 Compensation Decisions

For the 2006 fiscal year, the compensation of our executive officers was set and administered consistent with the philosophy and polices described above. For setting the salaries of the NEOs for 2006 (excluding the CEO), the primary factors considered were the NEO’s salary for the prior year and personal performance. The salaries for the NEOs are shown on the Summary Compensation Table on page 23. Because this 2007 proxy statement is the first proxy statement issued under new SEC guidance, the Summary Compensation Table does not include information about any prior years. The prior compensation information is available in the Company’s 2006 proxy statement.

In 2006, the annual incentive compensation payments for each of Mr. Pedersen (our Chairman and CEO), Mr. Coleman (our President and COO), and Mr. Phillips (our Executive Vice President and CFO), were based completely on ManTech-wide performance measures. The performance measures for each of these officers are shown in Notes 4, 5 and 6 following the Grants of Plan-Based Awards table on page 24. Mr. Pedersen and Mr. Coleman have the same performance measures because they do not have any specific business unit responsibilities. Mr. Phillips shares these performance measures and has an additional goal based on forecast accuracy to reflect his financial responsibilities. By using only ManTech-wide performance measures, the incentives for these executive officers are balanced for all aspects of ManTech’s business. Because each of these executive officers interacts with all of ManTech’s business units, the performance measures are intended to encourage them to attend to the Management Incentive Plan, described in Proposal 2 in this proxy statement; if such amendment had been in effect during 2005, allentire business of ManTech and make decisions for the benefit of the bonuses paid for 2005 would have been deductible.entire company. The weighting of the performance measures differs slightly among these executive officers to reflect

Dated as

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their particular focus of March 7, 2006

activities. The Compensation Committee exercised its negative discretion to reduce the 2006 incentive compensation payments by about 14 percent for these executive officers to reflect ManTech’s loss of a major contract re-competition in its Defense Systems Group during 2006.

In 2006, the annual incentive compensation payment for Mr. Renzi (President of our Defense Systems Group) was based on a combination of ManTech-wide performance measures and business unit performance measures for the Defense Systems Group (DSG). The performance measures for Mr. Renzi are shown in Note 7 following the Grants of Plan-Based Awards table on page 24. The business unit performance was the primary factor in determining the amount of Mr. Renzi’s annual incentive compensation. The weighting of the BoardDSG business unit performance goals reflects the importance to the DSG business unit of Directorsits EBIT percentage, because of its size as our largest business unit. The weight for bookings is also an important factor, given the potential for future revenue generation. The Compensation Committee exercised its negative discretion to reduce Mr. Renzi’s 2006 incentive compensation payment by about 18 percent due to the loss of one large contract re-competition in 2006.

Walter R. Fatzinger, Jr.,Chairman

Barry G. Campbell

David E. JeremiahIn 2006, the annual incentive compensation payment for Mr. Dorland (President of our Security and Mission Assurance Group) was based on a combination of ManTech-wide performance measures and business unit performance measures for the Security and Mission Assurance Group (SMA). The performance measures for Mr. Dorland are shown in Note 8 following the Grants of Plan-Based Awards table on page 24. The business unit performance was the primary factor in determining the amount of Mr. Dorland’s annual incentive compensation. The weighting of the SMA business unit performance goals reflects the importance to the SMA business unit of its revenue and EBIT percentage, since the demand for the business supported by this unit produces an above average EBIT percentage. The goals also include a retention component, which reflects the competitive market for qualified employees faced by certain parts of the SMA business unit.

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Executive Compensation

The following table shows the cash compensation and certain other compensation paid to or accrued by our named executive officers for 2005. The named executive officers include (i) our Chief Executive Officer, (ii) our other four most highly compensated executive officers who were serving as executive officers at the end of 2005, and (iii) Ronald R. Spoehel who served as Director, Chief Financial Officer and Executive Vice President until his resignation on September 8, 2005.

Summary Compensation TableSUMMARY COMPENSATION TABLE

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Stock Options Granted in 2005GRANTS OF PLAN-BASED AWARDS

The following table provides information concerning grants of options to purchase our common stock that we made to our named executive officers during the fiscal year ended December 31, 2005. We did not grant any stock appreciation rights in 2005.

Aggregated Option Exercises in 2005 and Year-End Option Values

The following table shows information about options exercised during 2005 and the value of unexercised options at the end of 2005 for our named executive officers.

goals.

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PERFORMANCE GRAPH

The following performance graph compares the performance of our common stock to The Nasdaq Stock Market (U.S.) Index (“Nasdaq”), Standard and Poor’s SmallCap 600 Index, and the Peer Group Index* for the period from February 7, 2002 (the date of the Company’s initial public offering) to December 31, 2005. The graph assumes an investment of $100 in each of our common stock, the Nasdaq, Standard and Poor’s SmallCap 600 Index and the Peer Group Index* on February 7, 2002, and also assumes reinvestment of all dividends. No cash dividend has been declared on our common stock.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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OPTION EXERCISES AND STOCK VESTED

NONQUALIFIED DEFERRED COMPENSATION

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Amounts in the ESSP may be invested in the equivalent of 19 different mutual funds that are held within life insurance policies held in a trust for the ESSP. During 2006, the equivalent funds in which executives had investments and their 2006 annualized earnings were: Federated GVIT High Income Bond—Class I 10.16%; Gartmore GVIT Investor Destination Moderate—Class 2 10.91%; T. Rowe Price Equity Income—Class II 18.18%; AIM V.I. Capital Development—Series I Shares 16.06%; AIM V.I. International Growth—Series I Shares 27.72%; and Van Kampen UIF U.S. Real Estate—Class I 37.50%.

Other Potential Post-Termination Payments

Retirement or other Termination by the Executive

If he had retired or terminated his employment in 2006, Mr. Pedersen would have been entitled to the payment of the balance in his SERP, which was $23,167,388 on December 31, 2006. In January 2007, Mr. Pedersen received a complete distribution of his interest in the SERP. Following the distribution, ManTech terminated the SERP and no further benefit is payable from the SERP upon retirement or otherwise.

On his retirement or other termination of employment, Mr. Dorland would be entitled to the payment of the balance in his ESSP account which was $37,622 on December 31, 2006.

None of our other executives would receive any payment from ManTech on a retirement or other termination by the executive.

Termination without Cause

Under his Retention Agreement, if Mr. Pedersen is terminated without cause, he is entitled to a lump sum amount equal to his base salary (which was $1,300,000 as of December 31, 2006). For this purpose, cause means (i) a material violation by Mr. Pedersen of the Retention Agreement, which he fails to cure to ManTech’s reasonable satisfaction within thirty (30) days after ManTech delivers written notice specifically identifying such violation; (ii) Mr. Pedersen’s willful failure to act in a manner consistent with his responsibilities or with the best interests of ManTech, which he fails to cure to ManTech’s reasonable satisfaction within thirty (30) days after ManTech delivers written demand for satisfactory performance that specifically identifies the manner in which ManTech believes that he has not satisfactorily performed his duties; or (iii) Mr. Pedersen’s conviction of a felony (other than an offense related to the operation of an automobile that results only in a fine, license suspension or other non-custodial penalty) or other serious crime involving moral turpitude.

If he had been terminated in 2006, Mr. Pedersen would have received the SERP payment described above.

If he had been terminated in 2006, Mr. Dorland would have received the amount from the ESSP described above.

None of our other executives are entitled to any payments on a termination without cause.

Death or Disability

On death or disability of an executive, all unvested stock options vest and may be exercised. If unvested options had been vested and exercised as of December 29, 2006 (based on the closing price of ManTech stock on the last trading day of 2006), the value realized on exercise for these options would have been: Mr. Phillips $444,364, Mr. Coleman $3,222,452, Mr. Renzi $847,040 and Mr. Dorland $503,316.

In addition, on the death of an executive, the following amounts would have been payable from life insurance policies for which ManTech paid the premiums: Mr. Pedersen $500,000; Mr. Phillips $990,000, Mr. Coleman $1,250,000, Mr. Renzi $500,000, and Mr. Dorland $825,000.

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On a termination due to permanent disability of an executive, there would be no amounts payable from ManTech but eligible executives would be entitled to payments from a disability insurance policy. Long-term disability pays 60% of salary with a maximum monthly benefit of $15,000. The benefit is generally payable until age 67.

On death or disability, Mr. Dorland (or his beneficiary) would receive the amount from the ESSP described above. For death or disability in 2006, Mr. Pedersen (or his beneficiary) would have received the SERP payments described above.

Change in Control

None of our executives are entitled to any additional payments due to a change in control of ManTech.

Executive Officers

We have set forth below the names and ages of our current executive officers and their respective positions with us. Biographical information for each of our executive officers is presented following the table. table (the biographical information for Messrs. Pedersen and Coleman was presented in theInformation Regarding the Nominees for Election as Directors section of the proxy statement).

Our executive officers serve at the discretion of the Board of Directors.

George J. Pedersen.    Mr. Pedersen is a co-founder of ManTech International, Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Pedersen has served as a director of ManTech since 1968 and was appointed Chairman of the Board of Directors in 1979, adding the position of Chief Executive Officer in 1995. Mr. Pedersen was also President of the Company from 1995 until 2004. Mr. Pedersen has served on the board of directors of GSE Systems, Inc. since 1994 and was an executive employee of GSE from 1999 to 2002. Mr. Pedersen is chairman of the board of directors for the Institute for Scientific Research, Inc., a not-for-profit corporation that performs research and advanced development of software and related technologies, including research for NASA. Mr. Pedersen is on the board of directors of the National Defense Industrial Association (NDIA), the Institute for Scientific Research, Inc., and the Association For Enterprise Integration (AFEI), three industry associations.

Robert A. Coleman.Mr. Coleman is President and Chief Operating Officer of ManTech International Corporation. Mr. Coleman was named President and Chief Operating Officer of ManTech in September 2004 and elected as a Director of the Company in March 2006. Prior to that, he was the President of ManTech’s Information Systems and Technology organization. Before joining ManTech, Mr. Coleman was the CEO and President of Integrated Data Systems Corporation (IDS), a highly regarded provider of software engineering, computer security and enterprise architecture solutions to the Intelligence Community and the Department of Defense that had revenues of approximately $40 million at the time it was acquired by ManTech. Founded by Mr. Coleman in 1990, IDS was acquired by ManTech in February 2003.

Kevin M. Phillips.    Mr. Phillips is theExecutive Vice President and Chief Financial Officer of ManTech International Corporation. Prior to being named Chief Financial Officer, Mr. Phillips served as Corporate Vice President and Chief of Staff for ManTech, in which capacity he played an active role in the integration of acquisitions and other strategic business issues. Mr. Phillips joined ManTech in February 2003. He was formerly the Chief Financial Officer of CTX Corporation, a leading provider of information technology and software strategies and solutions to the national Intelligence Community that had revenues of approximately $35 million at the time it was acquired by ManTech in December 2002. Mr. Phillips spent seven years in the executive management of CTX Corporation. Prior to that, he held various roles including controllerships in IT services providers to the government.

Eugene C. Renzi.    Major General Eugene C. Renzi, U.S. Army (Ret.) is Senior Executive Vice President of ManTech International Corporation and President of ManTech’s Defense Systems Group (DSG). General Renzi joined ManTech in August 1993 and since 1995 has served as President of ManTech Telecommunications & Information Systems Corporation, part of DSG and one of the company’s largest subsidiaries. Prior to joining ManTech, General Renzi served in the U.S. Army for more than 32 years, including as the Director for Command and Control and Communications Systems (C3), U.S. Pacific Command.

John J. Fitzgerald.    Since April 2004, John Fitzgerald has been the Company’s Senior Vice President of Finance and Controller. In July 2006, he was promoted to Principal Accounting Officer. Previously, he was Vice President and Controller at DynCorp from 1997 to 2003. Prior to that, he was Vice President and Controller at

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Litton/PRC Inc. a division of Litton Industries Inc. from 1992 to 1997. He has also held various senior financial positions including Chief Financial Officer at other companies. He started his career at Ernst & Ernst. He graduated from the University of Maryland and is a CPA.

Gary A. Dorland.    Mr. Dorland is President of ManTech Security and& Mission Assurance Corporation (SMA). Mr. Dorland was named President of SMA in November 2004. Prior to that, he served as SMA’s Chief Operating Officer and Executive Vice President, managing the day-to-day operations. Before joining ManTech, Mr. Dorland was Sr. Vice President of Aegis Research Corporation, a premier provider of security services that had revenues of approximately $60 million at the time it was acquired by ManTech. Aegis was acquired by ManTech in August of 2002. Prior to joining Aegis in 1997, Mr. Dorland had an illustrious twenty-year career in the United States Air Force.

Kenneth J. Farquhar.    Mr. Farquhar is President of ManTech Systems Engineering Corporation (MSEC). Mr. Farquhar joined ManTech in 1995 as a Vice President managing MSEC’s Engineering and Systems Support Group, and was named President of MSEC in December 2003. Before joining ManTech, he held numerous technical and management positions at Veda, Inc. and the Dynalectron Corporation in support of U.S. Navy aircraft flight test and engineering efforts at the Naval Air Warfare Center, Patuxent River, MD.

Joseph R. Fox.    Mr. Fox is President of ManTech Information Systems and& Technology Corporation (IS&T). Mr. Fox was named President of IS&T in September 2004. Prior to that, he served as Senior Vice President of IS&T. Before joining ManTech, Mr. Fox was a Vice President of Integrated Data Systems Corporation (IDS), a highly regarded provider of software engineering, computer security and enterprise architecture solutions to the Intelligence Community and the Department of Defense that had revenues of approximately $40 million at the time it was acquired by ManTech. He joined IDS in 1991, and was responsible for software development activities, business development and strategic planning. IDS was acquired by ManTech in February 2003.

Jay W. Kelley.    Mr. Kelley is the President of ManTech’s Space Systems business unit. Mr. Kelley joined ManTech in April 2003 and was appointed to his current position in April 2004. Previously he was Vice President of Mid-West Operations for ManTech. Before joining ManTech, Mr. Kelley served over 37 years with the United States Air Force, retiring as a Lieutenant General. He was a “charter” member of Toffler Associates, and he has additional professional experience as the chief operating officer for STA, Inc., and later, the Vice President for Military Programs for Lockheed Martin Technical Operations.

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AUDIT COMMITTEE REPORT

The Audit Committee reviews ManTech’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP (D&T), our Company’s independent registered public accounting firm (or “independent auditors”) for 2006, is responsible for expressing opinions on the conformity of the financial statements with generally accepted accounting principles and on management’s assessment of the effectiveness of the Company’s internal control over financial reporting. Additionally, D&T will express its own opinion on the effectiveness of the Company’s internal control over financial reporting.

In this context, we have reviewed and discussed with both management and D&T the audited financial statements for the year ended December 31, 2006, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and D&T’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has discussed with D&T those matters required to be discussed by Statement on Auditing Standards No. 61,Kurt J. Snapper, Ph.DCommunication with Audit Committees.    Mr. Snapper serves

D&T has provided us with the written disclosures and the letter required by the Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, as our Senior Corporate Vice President and Chief Strategy and Technology Officer. From 1989 until 2005, Mr. Snapper served as President of ManTech Security Technology Corporation. Mr. Snapper joinedcurrently in effect. The Audit Committee has discussed with D&T the auditor’s independence from the Company in 1989, and its management. The Audit Committee has over 25 years experience in decisionconcluded that D&T’s provision of audit and risk analysis, specializing in life cycle security management for physical, technical, and cyber security programs. He has a PhD fromnon-audit services to the University of Michigan, where he specialized in decision analysis. Before joining ManTech, he provided management consulting support for several federal agencies through university and private research groups.Company is compatible with D&T’s independence.

EmploymentBased upon the considerations, reviews and Retention Agreements

George J. Pedersen.    We entered into an employment retention agreement with Mr. Pedersen effective January 1, 2002. Mr. Pedersen’s retention agreement provides for his employment at-will, with a minimum annual salary of $1,000,000. His salary is determined annually by the Compensation Committee ofdiscussions referred to above, we recommended to the Board of Directors as are any bonus awards, incentive compensation and stock option grants that he receives. For 2005, Mr. Pedersen’s annual salary was set at $1,200,000. His annual salary(and the Board of Directors approved) the inclusion of the audited financial statements for the year ended December 31, 2006 has been reviewed by the Compensation Committee and set at $1,300,000 and is subject to annual review.

Mr. Pedersen’s retention agreement provides that we may provide him with non-cash compensation in certain circumstances, including:

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If we terminate Mr. Pedersen’s employment without cause, we are required to pay Mr. Pedersen a lump sum amount equal to one year’s base salary at the rate in effect immediately prior to such termination of employment. Mr. Pedersen has agreed he will not compete with us and will not solicit our customers or employees during the term of his employment and for a period of one year following his termination without cause.

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PROPOSAL 2

APPROVE THE ADOPTION OF THE 2006 MANAGEMENT INCENTIVE PLAN

Introduction

The current Management Incentive Plan (the Plan) was approved by Company’s stockholders prior to the Company’s initial public offering in 2002. Under provisions of Section 162(m) of the Internal Revenue Code (the Code), we are required to obtain stockholder approvalAnnual Report on Form 10-K for the Plan at the 2006 Annual Meeting in order to preserve tax deductions for “performance-based compensation” paid under the Plan. We believe it is in the best interests of the Company to obtain these tax deductions. In addition to changes related to performance-based compensation, the Plan has been amended and restated as the 2006 Management Incentive Plan (the 2006 Plan) to reflect other changes in laws, accounting rules, and other developments.

The Board approved the 2006 Plan in March 2006, and now requests that the Company’s stockholders approve it. If our stockholders approve the 2006 Plan, it will become effective on June 6, 2006.

Summary of the 2006 Plan

Features of the 2006 Plan are summarized below. The full text of the 2006 Plan is attached to this Proxy Statement asAppendix A.

Administration of the Plan; Eligibility

The 2006 Plan will be administered by our CompensationAudit Committee although the Committee may delegate its authority under the plan. The Compensation Committee will have broad authority to administer and interpret the plan, but such administration and interpretations must be consistent with any express terms of the plan. The Committee may:

Any person who is a director, an employee or a prospective employee of ours or any of our subsidiaries is eligible to be selected as a recipient of an award under the plan. Currently, approximately 6,000 employees are anticipated to be eligible for awards under the 2006 Plan.

Stock Reserved

The 2006 Plan authorizes the issuance of up to 4,500,000 shares of our Class A common stock. This is an increase of 1,500,000 shares, in addition to the shares authorized for the 2002 Plan. As was the case under the 2002 Plan, in 2007 and each year thereafter, an additional number of shares will be authorized under the 2006 Plan equal to one and one-half percent of the number of shares of Class A common stock and Class B common stock outstanding on December 31st of that year, up to a maximum of 1,500,000 shares per year.

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Class B common stock may not be issued under the 2006 Plan. No more than 4,500,000 shares may be issued as incentive stock options under the 2006 Plan. No more than 1,000,000 shares, including options, can be awarded to one eligible person during any calendar year.

Shares subject to an award under the 2006 Plan that are forfeited, or that otherwise terminate unexercised without issuance, will again be available for award. Additionally, shares exchanged as payment of an option exercise or retained to satisfy withholding taxes will be available for new awards. Reload options are expressly prohibited by the 2006 Plan. Shares covered by a stock appreciation right (SAR) will be counted as issued only upon exercise.

In the event of any merger, consolidation, recapitalization, stock dividend, stock split, combination of shares or similar transaction or change in corporate structure affecting the shares, such adjustments may be made to the 2006 Plan and to the awards as the Committee deems appropriate.

Types of Incentive Awards That May Be Granted

The following types of awards may be granted under the 2006 Plan:

Performance Criteria

The 2006 Plan allows the use of a broad range of performance criteria, either individually or in any combination. The criteria can be applied to the Company as a whole or to one or more of the Company’s business units or subsidiaries. The criteria can be measured either annually or over a period of years. Measurement can be done on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group. The permissible performance criteria are:

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In applying these performance criteria, the Committee may make adjustments for events that occur during a performance period, such as asset write-downs, litigation, changes in tax law or accounting principles, discontinued operations or reorganizations, and extraordinary non-recurring items.

Incentive Bonuses

Incentive bonuses are subject to the achievement of pre-established performance goals and can be administered to comply with the requirements of Section 162(m) of the Code. Performance goals use the objective and quantifiable performance criteria as listed above.

The aggregate maximum cash amount payable as an incentive bonus to any participant in any year cannot exceed $2 million. The Committee must make incentive bonus awards prior to the earlier of the 90th day of the period for which the award relates or the completion of 25% of that period.

Stock Options and Stock Appreciation Rights

The Committee may also grant stock options to eligible participants and establish the terms and conditions for exercising an option. The exercise price of an option will be at least 100% of the fair market value of Company stock on the date that the option is granted. The options may be either incentive stock options or nonstatutory options. The Committee will set the term of each option; however, no option will be exercisable after eight years from the date the option is granted. Participants can exercise any option and can make payment of the stock option price by delivering cash or other approved payment. Options may not be repriced without shareholder approval. SARs may be granted subject to terms and conditions set by the Committee.

Incentive Stock

Incentive stock awards can be structured in many ways, including as restricted stock. The incentive stock award can set up conditions that must be met before a share is issued. When issued, a share under an incentive stock award may be subject to further performance or time vesting requirements. The performance criteria can be the same as for an incentive bonus. Unless the Committee changes a particular award, an incentive stock award will vest in equal annual portions over a three-year period. An eligible person may be required to pay for part of the value of a share under an incentive stock award.

Transferability of Awards; Modification of Awards

When granting incentive awards, the Committee may allow the awards to become fully exercisable or vested upon certain corporate events, such as a merger or other change in control, as stated in the 2006 Plan.

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Participants cannot sell, transfer or pledge their interest in awards. Participants cannot sell, transfer or pledge shares of incentive stock until it becomes unrestricted. Options and SARs may be transferable by a participant but only according to the terms for the award. The Committee may modify awards consistent with the terms of the 2006 Plan.

Term; Modification of Plan

If approved by the Company’s stockholders, the 2006 Plan will become effective June 6, 2006 and will terminate at the close of business on June 5, 2016, unless the Board terminates it prior to that date.

The Board can amend or terminate the 2006 Plan, except that only stockholders can approve amendments that would (i) materially increase the number of shares reserved and available for issuance; (ii) materially change or affect which employees are eligible to participate; or (iii) materially change the benefits that eligible employees may receive. However, the Board can amend the 2006 Plan as necessary and without stockholder approval to ensure that it continues to comply with the Code and SEC rules.

New Plan Benefits

Because benefits under the 2006 Plan will depend on the Committee’s actions and the fair market value of the Company’s common stock at various future dates, it is not possible to determine the benefits that will be received by directors, executive officers and other employees if the 2006 Plan is approved by the Company’s stockholders. However, current benefits granted to executive officers and all other employees would not have been increased if they had been made under the 2006 Plan. The Summary Compensation Table and Stock Options Granted in 2005 table above show the awards that would have been made in 2005 if the 2006 Plan were in effect at that time.

Federal Income Tax Consequences

This is a summary of the principal federal income tax consequences of the 2006 Plan. State, local and foreign income taxes also may be applicable.

An employee will not incur federal income tax liabilities when granted a nonstatutory stock option, an incentive stock option, a stock appreciation right or incentive stock subject to conditions or restrictions.

Upon exercise of a nonstatutory option or a stock appreciation right, the employee, in most circumstances, will be treated as having received ordinary income equal to the difference between the fair market value of Company stock on the date of the exercise and the option price. This income is subject to income tax withholding by the Company. No income is received for tax purposes when an incentive stock option is exercised, unless an employee is subject to the alternative minimum tax or sells the stock before the minimum holding period ends.

Upon lapse of restrictions on incentive stock, the employee will be treated as having received ordinary income equal to the fair market value of Company stock on that date. The employee will also be treated as having received ordinary income equal to the fair market value of any Company stock when it is received under an incentive stock grant upon achieving performance goals. This income is subject to income tax withholding by the Company.

On payment under an incentive bonus, the employee will have ordinary income for the amount paid. This income is subject to tax withholding by the Company.

The Company usually will be entitled to a business expense deduction at the time and in the amount that the recipient of an incentive award recognizes ordinary income. As stated above, this usually occurs upon exercise of nonstatutory options and stock appreciation rights, the lapse of restrictions on incentive stock, and payment of

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incentive bonuses. No deduction is allowed in connection with an incentive stock option unless the employee disposes of Company stock received upon exercise in violation of the holding period requirements. Also there can be circumstances when the deduction is not allowed for certain transfers of company stock or payments to an employee upon the exercise of an incentive award that has been accelerated as a result of a change of control.

Section 162(m) of the Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the Chief Executive Officer or the other four (4) most highly compensated officers, except for compensation that is performance-based under a plan that is approved by the stockholders. Under the 2006 Plan, stock options would be treated as performance-based compensation. The terms of the 2006 Plan allow incentive bonuses, incentive stock and stock appreciation rights to be treated as performance-based compensation. If the 2006 Plan is approved by stockholders, the Company’s business expense deduction for all performance-based compensation paid under the 2006 Plan would not be limited by Section 162(m) of the Code.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote “FOR” approving the adoption of the 2006 Management Incentive Plan. All proxies executed and returned will be voted “FOR” the adoption of the 2006 Management Incentive Plan unless the proxy specifies otherwise.Barry G. Campbell,Chairman

Walter R. Fatzinger, Jr.

Richard J. Kerr

Paul G. Stern

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PROPOSAL 32

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors is responsible for selecting and appointing our independent auditors.registered public accounting firm (or “independent auditors”). The Audit Committee has appointed the firm of Deloitte & Touche LLP to serve as our independent auditors for the fiscal year ending December 31, 2006,2007, subject to the ratification of such appointment by the stockholders at the Annual Meeting. Although stockholder approval is not required by our bylaws or otherwise, the Board iswe are submitting the appointment of Deloitte & Touche LLPD&T for ratification in order to obtain the views of our stockholders.

In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent auditing firmauditors at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

In making the appointment of Deloitte & Touche LLPappointing D&T as our independent auditors for the fiscal year ending December 31, 2006,2007, the Audit Committee considered whether Deloitte & Touche LLP’sD&T’s provision of non-audit services to the Company is compatible with maintaining Deloitte & Touche LLP’sthe auditors’ independence.

D&T served as our independent auditors in 2006. We expect that a representativerepresentatives of Deloitte & Touche LLPD&T will be present at the Annual Meeting and will be available to respond to appropriate questions that may be raised there. The representativequestions. Those representatives will also have an opportunity to make a statement or comment on the financial statements if he or she desiresthey wish to do so.

Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-audit Services

TheOur Audit Committee charter ofcontains the Audit Committee contains theCommittee’s policy of the Audit Committee for pre-approval of audit and permitted non-audit services performed by our independent auditor. The requirement for pre-approval, in part, allows us to assess whether the provision of such services might impair the auditor’s independence.

The Audit Committee approves the annual audit services engagement and (if necessary) any material changes in terms, conditions and fees resulting from changes in audit scope or other matters.

The chairman of the Audit Committee has been authorized and designated by the Audit Committee to pre-approve any services arising during the year that were not pre-approved by the Audit Committee at the time of the initialannual audit services engagement. Services so approvedthat are pre-approved by the Audit Committee chairman are then communicated to the full Audit Committee, for informational purposes only, at itsthe Audit Committee’s next regularregularly scheduled meeting.

For each proposed service, the independent auditor is required to provide back-up documentation detailing the service. The Audit Committee regularly reviews summary reports provided to us by our independent auditor. During 2005,2006, all services performed by the independent auditorD&T were approved by the Audit Committee pursuant to the Audit Committee’s pre-approval policy.

Fees Paid to Deloitte & Touche LLP

The following table presents the aggregate fees that were paid or accrued by us for professional services rendered by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities) for the fiscal years ended December 31, 20042005 and 2005:2006:

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In the table above, in accordance with the definitions and rules of the SEC

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Recommendation of the Board of Directors

The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as our independent auditors for the fiscal year ending December 31, 2006.2007. All proxies executed and returned will be voted “FOR” the ratification of the appointment of Deloitte & Touche LLP unless the proxy specifies otherwise.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Transactions with Related Persons

Prior to February 2007, we had informal procedures pursuant to which the Audit Committee was responsible for monitoring and reviewing related party transactions on an ongoing basis, consistent with Nasdaq listing standards.

In February 2007, the Board adopted a policy and procedures for the review, approval and monitoring of all transactions involving the Company and “Related Parties” (the Policy). Under our Policy, a Related Party is any director, executive officer, director nominee, 5% or greater stockholder, or an immediate family member of any of these people. With certain exceptions that are detailed in our Policy, a Related Party Transaction is any arrangement, transaction or relationship in which the Company is a participant and any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or less than 10% beneficial owner of another entity).

Under our Policy, the Audit Committee is responsible for reviewing and approving all Related Party Transactions. If a director is involved in the proposed transaction, he or she will not participate in discussions and decisions about the proposed transaction. In determining whether to approve a proposed Related Party Transaction, the Audit Committee will take into account, among other factors:

If the Audit Committee approves a Related Party Transaction, and the transaction is anticipated to be continuing, the Audit Committee may establish guidelines for senior management to follow in those continuing dealings with the Related Party. In these cases, the Audit Committee is responsible for periodically (and at least annually) reviewing and assessing the ongoing relationships to ensure they are in compliance with the Audit Committee’s guidelines and that the Related Party Transaction remains appropriate.

The Policy covers even those transactions that fall below the minimum threshold for disclosure in the proxy statement under the relevant SEC rules. Where a Related Party Transaction is required to be disclosed in the Company’s filings, the Policy requires that the transaction be disclosed in accordance with the applicable laws, rules and regulations.

Related Party Transactions

Sale of Our MSM Subsidiary

On February 23, 2007, we sold our MSM subsidiary to MSM Security Services Holdings, LLC (MSM Holdings) for $3 million in cash. MSM Holdings is an entity that is solely owned by George J. Pedersen, our Chairman of the Board and Chief Executive Officer.

In early 2005, we reached a final corporate determination to exit the personnel security investigation services business and discontinue operations at our MSM subsidiary. We then engaged in a lengthy and detailed process (which included the retention of an investment banker to lead the process) to market and sell the MSM business. In January 2007, Mr. Pedersen presented a formal written offer to the Board to purchase our MSM subsidiary. Mr. Pedersen’s offer exceeded the value of any other definitive offers extended to the Company.

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After Mr. Pedersen presented the formal offer to the Company to purchase MSM, the Board formed a special committee comprised solely of independent directors to review, evaluate and determine the advisability of the transaction. The special committee retained the services of independent legal counsel and an independent financial advisor to assist the special committee with its duties. The special committee received a fairness opinion from the independent financial advisor. The special committee of the Board considered the advice and opinions received from its advisors and unanimously recommended approval of the transaction to the independent members of the Board of Directors. The transaction was then approved by the independent members of the Company’s Board of Directors.

GSE Systems, Inc.

Pursuant to a Purchase and Sale Agreement dated October 21,In 2003, we sold all of our equity interest in GSE Systems, Inc. (GSE), and a $650,000 note receivable from GSE, to GP Strategies Corporation in exchange for a note with a principal amount of $5,250,955. Accordingly, since October 21,Since 2003, we have not owned any shares of GSE common stock. However, in connection with the issuance of certain letters of credit in support of payment and performance bonds (which have since expired), the Company still holds 100,000 warrants to purchase GSE common stock at the market price of GSE common stock on the close of business on July 8, 2003, and receive a 7% annual fee, payable on a quarterly basis, calculated on the total amount of the then-existing value of the letters of credit.stock.

George J. Pedersen, our Chairman of the Board and Chief Executive Officer, beneficially owned shares and options representing approximately 4%less than 5% of GSE as of December 31, 2005.2006. Mr. Pedersen serves on GSE’s board of directors and is a member of its compensation committee.

Legal Services

Mr. Stephen Porter, one of our directors, is a partnersenior counsel in the law firm of Arnold & Porter LLP, in Washington, D.C. In the past, Arnold & Porter LLP has performed legal services for us from time to timetime. In 2006, the Company and is expected to do so inMr. Porter agreed that the future. For 2005, the legal fees we paid toCompany would not engage Arnold & Porter LLP did not exceed 5%on any new matters so long as Mr. Porter remained on the Board. In 2006, the Company paid the law firm of that firm’s gross revenues in 2005.

Ownership of Subsidiary Stock

From time to time, we have allowed certain of our officers, or officers of our subsidiaries, to purchase minority interests of common stock in our subsidiaries. These purchases have been effected pursuant to stock purchase and restriction agreements that generally restrict the transferability of the shares by granting our subsidiary a right of first refusal with respect to any proposed sale of the common stock by the stockholder and a right to call the stockArnold & Porter approximately $60,000 for legal services rendered in the eventcourse of completing the death or permanent disability of the stockholder or our termination of the stockholder’s employment.firm’s work on prior engagements.

Employee Relationships

Ms. Christine Lancaster, one of our employees, is Mr. Pedersen’s daughter. Ms. Lancaster is our Assistant Vice President and Assistant Corporate Secretary. SheSecretary, is the daughter of George Pedersen, our Chairman of the Board and CEO. Ms. Lancaster has been employed by us on a full-time basis since 1984. Her totalIn 2006, Ms. Lancaster received salary compensation for 2005 was $133,843.75.of $116,375 and a bonus of $12,000.

Mr. Christopher Coleman, Mr. Robert Coleman’s brother, was oneCertain of our employees until March 31, 2006. Until his resignation, Mr. Christopher Coleman served as Vice President, Directorexecutive officers have relatives who work for us. In all of Engineering Services for our ManTech Information Systems and Technology subsidiary. Subsequently, Mr. Christopher Coleman has entered into a consulting arrangement withthese cases, the Company. His totalamount of compensation for 2005 was $181,009.74. The Company does not expectpaid to such family members is less than the amount that the fees to be paidwould require disclosure under the consulting arrangement will be material.Item 404 of Regulation S-K.

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BENEFICIAL OWNERSHIP OF OUR STOCK

Ownership by Our Directors and Executive Officers

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of April 5, 20061, 2007 by each of the following:

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We have determined beneficial ownership in accordance with the rules and regulations of the Exchange Act.

Unless otherwise indicated, the persons included in the table below have sole voting and investment power over the shares reported. In addition, because Class B Common Stock may be voluntarily converted into Class A Common Stock on a share-for-share basis, each share of Class B Common Stock also represents beneficial ownership of a share of Class A Common Stock. However, for purposes of this presentation, share amounts and ownership percentages are presented without regard to convertibility. The address for each person in the table below is the mailing address of our principal executive offices: 12015 Lee Jackson Highway, Fairfax, VA 22033-3300.

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