DynCorp International Management Incentive Plan Adopted effective as of April 2, 2005

Exhibit 10.2

DynCorp International Management Incentive Plan

Adopted effective as of April 2, 2005

The purpose of the DynCorp International Management Incentive Plan (the “Plan”) is to reward and motivate managers and key employees who have significant impact on the Company’s strategy, performance and profitability, for the achievement of pre-established, measurable objectives which impact the financial performance of DynCorp International LLC (“DI”) and its wholly owned subsidiaries (collectively with DI, the “Company”) and increase shareholder value.

As early as practicable in the Plan Year, Target Award Percentages, Performance Criteria and Performance Targets will be established and confirmed in writing for each Plan Participant.

Performance Criteria may be established for financial objectives only or a combination of financial and non-financial objectives. Financial objectives may relate to the Company as a whole or the Participant’s organizational unit or a combination of both.

At the conclusion of the Plan Year, the actual achievement of the specified objectives as measured against the specified Performance Criteria will be calculated to determine the actual incentive amount to be Awarded to each Participant.

Senior and mid-level managers and key employees of the Company who have been designated by the Administrator to be Participants are Participants in the Plan. Inclusion of individuals with less than six months’ employment during a Plan Year, except as set forth in the following paragraph, must be approved by the Administrator as an exception to the Plan.

With the exception of earlier termination by reason of disability, retirement or death, Participants must be employed (on the active payroll) on the date an Award is paid in order to receive an Award. In the case of such termination by reason of disability, retirement or death, the Award will be prorated to reflect the portion of the Plan Year during which the Participant was actively employed. In the event the Participant’s employment has been terminated for any other reason prior to the date the Award is due to be paid, the Participant shall forfeit the Award. However, at its sole discretion, the Administrator may approve an Award to a former employee, or to the former employee’s estate, in such amount as is deemed appropriate.

Participation in the Plan precludes eligibility for participation in any other annual cash incentive plan(s) provided by the Company.

At the beginning of the Plan Year the Administrator will establish, subject to approval by the Manager, the amount of the Budgeted Bonus Pool.

The Budgeted Bonus Pool will be accrued ratably on a monthly basis during the Plan Year. The accrual amount will be reviewed quarterly and adjusted as necessary to reflect the most recent projections of actual financial performance versus budgeted performance and additions to, deletions from or other changes in Plan participation.

At the end of the Plan Year, the CFO reviews organizational performance and recommends the performance results to be used in the calculation of the Award Pool and individual Awards. The CEO reviews the results submitted by the CFO and, subject to further adjustments as deemed necessary, recommends their approval to the Manager.

Target Award Percentages ranging from 10% to 40% (in 5% increments) of Base Salary will be established for each Participant at the beginning of the Plan Year. Specific Performance Criteria will be established for each Participant. These Performance Criteria will be assigned a weighting to reflect the percentage of the Target Award attributable to each Performance Criteria. The sum of the weightings for all Performance Criteria will equal 100%.

Target Award recommendations will be submitted for review and approval in accordance with procedures established by the Administrator.

At the end of the Plan Year, actual performance achievement levels for each Performance Criteria will be calculated by the Administrator for each Participant. An interpolated Payout Percentage will be calculated for each Performance Criteria from the matrices shown in Exhibit A, as it may be revised for subsequent Plan Years. The Payout Percentage determined for each Performance Criteria will be multiplied by the percentage weighting for the respective Performance Criteria as shown in Exhibit B, as it may be revised for subsequent Plan Years. This will be the Weighted Payout Percentage for each Performance Criteria. The sum of the Weighted Payout Percentages for all applicable Performance Criteria will determine the Total Payout Percentage for each Participant.

The Total Payout Percentage determined in Article VII for each Participant will be multiplied by the Participant’s Target Award to determine the amount of Award payable. These calculated Awards shall be rounded as to the nearest $100.

Should a Participant transfer to another organization during the Plan Year, the final Award will be jointly determined and prorated for the time spent in each organization.

An Award to a Participant hired during the Plan Year will be prorated based upon the number of full months employed by the Company as a percentage of the full year.

All Awards proposed under the Plan are subject to the approval of the Administrator and the Manager, who may at their discretion adjust the amounts to be awarded in order to reflect exceptional performance, performance that falls below objectives or other performance factors that affect or potentially affect the ability of the Company or any of its units to meet its business and financial goals. The Manager’s approval shall be final, and it may change the adjustments made by the Administrator.

The total of Awards paid to all Participants shall not exceed the aggregate Award Pool as adjusted pursuant to Article VI.

No Awards will be paid if the Company does not achieve at least seventy-five percent (75%) of the established Performance Target for Company consolidated EBITDA. The threshold performance levels for other Performance Criteria are shown in Exhibit B, as it may be revised for subsequent Plan Years.

Initial actual Award recommendations will be calculated at organizational levels and submitted in accordance with procedures established by Administrator for Company-level consolidation and submission to the CEO. Documentation of objectives, accomplishments and individual evaluations will be required to be submitted along with the individual Award recommendations. Financial performance will be reviewed by the CFO as soon as the results for the Plan Year are available. Initial actual Award recommendations will be adjusted as necessary based on this review to reflect the actual financial performance. The adjusted recommendations will be submitted by the CEO to the Manager for approval.

Award payments will be made as soon as practicable following approval by the Manager. Payments will be made in cash, net of applicable withholdings.

Nothing in the Plan or in any action taken hereunder shall constitute any contract of employment or affect the Company’s right to terminate at any time and for any reason the employment of any employee who is a Participant in the Plan.