Receipt of these payments is conditioned on the executive officer signing a standard release of claims. These payments will also be forfeited in the event the executive officer violates certain non-competition, non-solicitation and non-disparagement covenants within a one year period following the date of the executive officer's termination of employment.

Director and Officer Exculpation, Indemnification and Insurance

            The Company has included in its Amended and Restated Certificate of Incorporation (the "Charter"), a provision to eliminate the personal liability of its directors for monetary damages to the fullest extent permitted under Delaware law. In addition, the Amended and Restated Bylaws of the Company (the "Bylaws") provide that the Company is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL") in the event that any one of them is made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by him or her in connection with any such proceeding.

            The Company also has entered into indemnification agreements with each of its directors and executive officers requiring the Company to indemnify and hold harmless each of its directors and executive officers to the fullest extent authorized or permitted by the provisions of the Charter, Bylaws and the DGCL. This description of the indemnification agreements between the Company and each of its directors and executive officers is qualified in its entirety by reference to the form of indemnification agreement filed as Exhibit (e)(2) hereto, which is incorporated herein by reference.

            In addition, the Merger Agreement provides that from and after the Effective Time, Parent and the Purchaser will:

•

assume all obligations to indemnify and exculpate from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current or former directors or officers of the Company and its subsidiaries as provided in the Charter, the Bylaws and any indemnification agreements between the Company and its directors and officers, until the expiration of the applicable statute of limitations with respect to any claims against such directors and officers arising out of such acts or omissions;



•

for a period of six years from the Effective Time, maintain the Company's directors' and officers' insurance, or a comparable policy, with respect to events occurring prior to the Effective Time for all persons who were covered by such insurance as of the date of the Merger Agreement; Parent may also cause the Company to obtain, or the Company may choose to obtain, on or prior to the closing of the Merger, a prepaid, or "tail," directors' and officers' liability insurance policy at Parent's expense, as long as the material terms of which, including coverage and amount, are no less favorable to the Company's directors and officers than the Company's current directors' and officers' insurance policy;



•

to the fullest extent permitted by law, indemnify, defend and hold harmless, and provide advancement of expenses to, the current and former officers and directors of the Company and its subsidiaries against all losses (other than losses due to a material breach of the Merger Agreement or criminal conduct) as incurred to the extent arising from, relating to, or otherwise in respect of, any actual or threatened action, suit, proceeding or investigation, in respect of actions or omissions occurring at or prior to the Effective Time in connection with duties as an officer or director of the Company or its

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subsidiaries, including in respect of the Merger Agreement, the Merger and the Offer; and

•

if, following the Effective Date, Parent or the Company or any of their respective successors or assigns (A) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or substantially all of its properties and assets to any person, or if Parent dissolves or dissolves the Company, Parent will cause the successors or assigns of Parent or the Company, as applicable, assume Parent's or the Company's indemnification obligations.

(b)       Arrangements with Affiliates of Ares

Merger Agreement

            The summary of the Merger Agreement contained in Section 11 of the Offer to Purchase and the description of the conditions of the Offer contained in Section 1 of the Offer to Purchase are incorporated herein by reference. Such summary and description are qualified in their entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

            The representations and warranties included in the Merger Agreement were made by GTEC, the Purchaser and Parent for the benefit of each other for purposes of the Merger Agreement. These representations and warranties were made as of specific dates and are in some cases subject to important qualifications, limitations and supplemental information agreed to by GTEC, the Purchaser and Parent in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating risk among GTEC, the Purchaser and Parent or establishing the circumstances in which the Purchaser and Parent are not obligated to close the Offer if the representations and warranties of GTEC prove to be untrue due to a change in circumstance or otherwise, rather than to establish matters as facts. Moreover, the representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders, and information concerning the subject matter of such representations and warranties may change after the dates specified in the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. The representations and warranties and other provisions of the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and the Offer to Purchase provided by Parent and the Purchaser for information regarding the parties. Although the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the parties to the Merger Agreement as of a specific date, any specific material facts that qualify the representations and warranties in the Merger Agreement have been disclosed in this Schedule 14D-9 or in the information incorporated by reference herein, as applicable.

Cash Consideration Payable Pursuant to the Offer

            If the Company's directors and executive officers tender for purchase all of the Shares they own pursuant to the Offer, they would receive the same cash consideration on the same terms and conditions as the other stockholders of the Company. If the directors and executive officers tender all of their Shares (excluding Company RSAs, Company CSUs and the Shares issuable pursuant to the exercise of Company Options) for purchase pursuant to the Offer and those Shares were accepted for purchase and purchased by the Purchaser, the directors and executive officers would receive an aggregate of $102,183,728 in cash, without interest, less any required tax withholdings.

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            The following table sets forth, as of March 1, 2011, for each director and executive officer of the Company, the cash consideration such individual would receive if such individual were to tender all of the Shares (excluding Company RSAs, Company CSUs and the Shares issuable pursuant to the exercise of Company Options) beneficially owned by such individual.

Treatment of GTEC Equity Awards; Section 16 Matters

            The Merger Agreement provides that, at the Effective Time, Company Options, Company RSAs and Company CSUs will be treated as follows, as further described above:

•

Stock Options.  As of the Effective Time, each Company Option will fully accelerate (to the extent not previously vested by its terms) and will be canceled in exchange for a payment (less applicable withholding taxes) equal to the product of (A) the amount, if any, by which the Per Share Amount exceeds the per share exercise price of such Company Option and (B) the number of Shares into which such Company Option is exercisable.



•

Restricted Shares.  As of the Effective Time, each unvested Company RSA will fully accelerate and will be canceled in exchange for a payment (less applicable withholding taxes) equal to the Per Share Amount.



•

Cash Settled Stock Units.  As of the Effective Time, each unvested Company CSU will be canceled in exchange for a payment (less applicable withholding taxes) equal to the Per Share Amount.

            Pursuant to the Merger Agreement, GTEC agreed to take actions reasonably required to cause the dispositions of Company Options, Company RSAs and Company CSUs as described above to be exempt under Rule 16b-3 of the Exchange Act.

Effect of the Offer on Employee Benefits

            Under the Merger Agreement, Parent has agreed that for a period of one year following the Merger it will provide employees of the Company and its subsidiaries with base compensation, incentive

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compensation opportunities (exclusive of equity-based compensation) and employee benefits that are no less favorable than those provided by the Company or the applicable subsidiary prior to the Merger.

            In connection with the Merger, to the extent permitted by applicable law and the applicable employee benefit plans, Parent has agreed to ensure that each employee of the Company or its subsidiaries as of the Effective Time receives credit under any employee benefit plan of Parent that qualifies as an "employee benefit plan" under Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") for such employee's service to the Company or the applicable subsidiary prior to the Effective Time with respect to such things as determining eligibility to participate, level of benefits, benefit accruals and vesting.

Tender and Voting Agreement

            Concurrently with entering into the Merger Agreement, Parent and the Purchaser entered into a Tender and Voting Agreement (the "Tender Agreement") with Contego Systems LLC, a Delaware limited liability company (the "Tendering Stockholder"). The Tendering Stockholder is wholly owned and managed by Kende Holding kft (Kende). Kende is 99.98% owned and controlled by Global Strategies Group Holding, S.A. ("GLOBAL"). GLOBAL is controlled by Damian Perl, one of the members of the Company's board of directors. Pursuant to the Tender Agreement, the Tendering Stockholder has agreed, among other things, to tender all Shares held by it on the date of the Tender Agreement, or acquired after that date, to the Purchaser in the Offer and, if a stockholder vote is conducted with respect to the Merger, to vote such Shares in favor of the Merger. Based on information provided by the Tendering Stockholder, an aggregate of 3,803,274 Shares, representing approximately 39% of the outstanding Shares (calculated on a fully diluted basis in the same manner as the Minimum Tender Condition (as defined in the Merger Agreement)) as of March 1, 2011, will be tendered by the Tendering Stockholder in the Offer.

            Pursuant to the Tender Agreement, the Tendering Stockholder has agreed to tender (and not to withdraw) such Shares no later than the 10th business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreement, within three business days after acquisition of the additional Shares). Except as otherwise agreed to in writing by Parent in advance, the Tendering Stockholder has also agreed that, at any meeting of the Company stockholders, however called, or in connection with any written consent of the Company stockholders, the Tendering Stockholder will vote (or cause to be voted) such Shares:

•

in favor of the Merger and the Merger Agreement and any other matter that is required to be approved by the stockholders of the Company in order to effect the transactions contemplated by the Merger Agreement; and

•

against (A) any Company Takeover Proposal (as defined in the Merger Agreement), (B) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement and (C) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Offer or the Merger or the fulfillment of Parent's, the Purchaser's or the Company's conditions under the Merger Agreement or the Offer Documents, or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Charter or Bylaws).

            The Tender Agreement also restricts the transfer of the Tendering Stockholder's Shares. The covenants and agreements to tender and vote the Tendering Stockholder's Shares pursuant to the Tender Agreement will terminate upon the earliest of (i) the Effective Time (as defined in the Merger Agreement), (ii) the date of termination of the Merger Agreement and (iii) an Adverse

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Recommendation Change (as defined in the Merger Agreement). The Tender Agreement itself terminates upon the earliest of (i) termination of the Offer, (ii) the Effective Time, (iii) the date on which the Merger Agreement is validly terminated, (iv) an Adverse Recommendation Change, and (v) any change to the terms of the Offer adverse to the Tendering Stockholder made without the prior written consent of the Tendering Stockholder.

            This summary is qualified in its entirety by reference to the Tender Agreement, the form of which is filed as Exhibit (e)(3) hereto and is incorporated herein by reference.

Confidentiality Agreement

            ACOF Operating Manager III, LLC ("Equity Contributor Manager"), the Manager of the Equity Contributor and the Company (through Cowen and Company LLC acting as agent for the Company) entered into a confidentiality agreement on February 11, 2011 (the "Confidentiality Agreement") in connection with both parties' evaluation of a potential acquisition of the Company by Parent. Pursuant to the Confidentiality Agreement, subject to certain customary exceptions, the Equity Contributor Manager agreed to keep confidential all non-public information received from the Company. The Equity Contributor Manager also agreed that the non-public information furnished pursuant to the Confidentiality Agreement would be used solely for the purpose of evaluating and negotiating the potential transaction.

            In addition, the Equity Contributor Manager agreed that for a period of two years from the date of the Confidentiality Agreement, unless the Merger or another acquisition of a controlling interest in the Company is consummated, it and its affiliates will not and will not encourage or assist others to, except in connection with the Merger (i) acquire any of the Company's assets or businesses, any voting equity securities issued by the Company, any obligations of the Company or any rights to acquire any of the same; (ii) seek or propose to influence or control the management or policies of the Company or to obtain representation on the GTEC Board, to participate in the solicitation of any proxies or consents with respect to any securities of the Company or to make any public announcement with respect to any of the foregoing; (iii) enter into any discussions, arrangements or understandings with any third party regarding any of the foregoing or (iv) seek permission to do any of the foregoing.

            Under the Confidentiality Agreement, the Equity Contributor Manager also agreed that for a period of two years from the date of the Confidentiality Agreement, neither it nor any affiliates to which confidential information was provided will, directly or indirectly, solicit for employment any employees of the Company with whom it has contact or who became aware during the evaluation of a possible transaction involving the Company. However, the foregoing will not preclude the Equity Contributor Manager from employing any such person who contacts it on his or her own initiative without any direct or indirect solicitation (not including a general solicitation of employment not specifically directed towards employees of the other party) by or encouragement from Parent.            See Item 4(b) for more information regarding the discussions between Parent and the Company regarding the Confidentiality Agreement.

            This summary is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is filed as Exhibit (e)(4) hereto and is incorporated herein by reference.

Exclusivity Agreement

            The Equity Contributor and the Company entered into an Exclusivity Agreement on February 21, 2011 (the "Exclusivity Agreement"), which set forth the terms on which the Equity Contributor and the Company would agree to continue to engage in discussions or negotiations regarding the potential acquisition of the Company. The Company agreed that, among other things, for a period beginning on the date of the letter and continuing until March 2, 2011, it would not, and would not permit any of its directors, officers, employees, agents (including financial and legal advisors)

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and other representatives to (i) except as required by law, disclose that discussions were taking place between the Company and the Equity Contributor regarding a potential acquisition of the Company or any of the terms, conditions or other facts with respect to any possible transaction between the Company and the Equity Contributor; (ii) solicit, initiate or encourage submission of any Business Combination Proposal (as defined below); (iii) recommend, propose or enter into any commitment, agreement, agreement in principal or other understanding (whether or not legally binding) relating to a Business Combination Proposal; (iv) cooperate in any way with any efforts or attempts by any person to pursue, propose or effect any Business Combination Proposal, including making available any information or Company representatives for such a purpose or (v) otherwise take any action to frustrate the consummation of an acquisition of the Company by Parent.

            A "Business Combination Proposal" was defined as any (a) potential business combination or merger with, sale of capital stock or securities of or by, investment in, or any similar transaction with, the Company or any of its subsidiaries; (b) sale of all or any substantial part of the assets of the Company or any of its subsidiaries other than in the ordinary course of business, consistent with past practice; (c) refinancing, restructuring or recapitalization of the Company or any of its subsidiaries or (d) any other transaction inconsistent with the transaction being discussed with the Equity Contributor.

            The Company also agreed that it would promptly advise Parent of any contacts from a third party regarding a Business Combination Proposal. See Item 4(b) for more information regarding the discussions between the Equity Contributor and the Company regarding the Exclusivity Letter.

            This summary is qualified in its entirety by reference to the Exclusivity Agreement, a copy of which is filed as Exhibit (e)(5) hereto and is incorporated herein by reference.

Guaranty

            Concurrently and in connection with the Merger Agreement, the Equity Contributor provided a guaranty in favor of the Company (the "Guaranty"), dated as of March 2, 2011. Pursuant to the Guaranty, as an inducement to the Company to enter into the Merger Agreement, the Equity Contributor agreed to irrevocably and unconditionally guarantee the payment obligations of the Purchaser and the Parent under the Merger Agreement, as and when due; provided, however, that in no event is the aggregate liability of the Equity Contributor under the Guaranty to exceed $100 million, it being understood and agreed that the Guaranty may not be enforced against the Equity Contributor without first giving effect to the $100 million limit and Section 4, Section 6 and Section 11(g) of the Guaranty (which are the Sections relating to sole remedy, termination and specific performance). The Guaranty is one of payment, not of collection, and is binding on Guarantor, its successors and assigns until the obligations arising under the Guaranty are satisfied in full. The obligations of the Equity Contributor under the Guaranty are subject to certain customary conditions as set forth more fully therein.

            This summary is qualified in its entirety by reference to the Guaranty, a copy of which is filed as Exhibit (e)(6) hereto and is incorporated herein by reference.

Equity Commitment Letter

            Concurrently and in connection with the Merger Agreement, the Equity Contributor entered into an Equity Commitment Letter (the "Equity Commitment Letter"), dated as of March 2, 2011, with the Parent and the Company. Pursuant to the Equity Commitment Letter, as an inducement to the Company to enter into the Merger Agreement, the Equity Contributor has provided an equity commitment of up to $320 million for the purpose of funding, and to the extent necessary to fund, the aggregate offer price, the aggregate consideration paid in connection with the Merger pursuant to and in accordance with the Merger Agreement and the repayment of indebtedness of the Company that comes due in connection with the consummation of the Offer, the Merger and the other transactions

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contemplated by the Merger Agreement, together with related fees and expenses. The obligations of the Equity Contributor under the Equity Commitment Letter are subject to certain customary conditions as set forth more fully therein.

            This summary is qualified in its entirety by reference to the Equity Commitment Letter, a copy of which is filed as Exhibit (e)(7) hereto and is incorporated herein by reference.

Representation on the Company's Board of Directors

            Pursuant to the terms of the Merger Agreement, promptly upon the acceptance for payment of, and payment by the Purchaser for, any Shares pursuant to the Offer, Parent or the Purchaser will be entitled to designate such number of directors to the GTEC Board equal to at least such number of directors, rounded up to the nearest whole number, that is the product of (1) the total number of directors on the GTEC Board (giving effect to the directors elected or appointed pursuant to this sentence) and (2) the percentage of GTEC's total outstanding Shares that the Purchaser accepts for payment or otherwise owns; provided, that until the Effective Time, the GTEC Board must have at least three independent directors (as defined in Rule 10A-3 under the Exchange Act) (the "Independent Directors"). As a result, Parent will have the ability to designate at least a majority of the GTEC Board following consummation of the Offer. Notwithstanding the foregoing, these Board representation rights are subject to obtaining any and all required approvals under the Security Control Agreement, dated as of September 16, 2010, between Tendering Stockholder and certain of its affiliates, GTEC and the United States Department of Defense.

            After the election or appointment of the directors designated by Parent to the GTEC Board and prior to the Effective Time, under the terms of the Merger Agreement, the affirmative vote of a majority of the Independent Directors of the GTEC Board is required to (i) amend or terminate the Merger Agreement on behalf of the Company; (ii) extend the time of performance of, or waive, any of the obligations or other acts of Parent or the Purchaser under the Merger Agreement, or to exercise or waive any of the Company's rights, benefits or remedies under the Merger Agreement, if such would adversely affect the Company's stockholders, (iii) except as specifically provided or required by the Merger Agreement, amend the Charter or Bylaws in a manner that would reasonably be expected adversely to adversely affect the Company's stockholders or (iv) take any other action or make any other determination of the GTEC Board under or in connection with the Merger Agreement or the transactions contemplated by it if it would reasonably be expected to adversely affect the Company's stockholders.

            This summary is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

Item 4. The Solicitation or Recommendation

(a)  Recommendation

            At a meeting held on March 2, 2011, the GTEC Board:

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            Accordingly, the GTEC Board recommends that the holders of Common Stock accept the Offer, tender their shares of Common Stock pursuant to the Offer, and, if required by applicable law, vote in favor of adoption of the Merger Agreement.

(b)  Background and Reasons for the Recommendation

Background of the Offer

            In May 2009, prior to the Company's November 2009 initial public offering of its shares of Common Stock (the "IPO"), the Company engaged Cowen and Company, LLC ("Cowen") to act as exclusive financial advisor for a possible sale transaction, with a right to act as sole lead book-runner and lead managing underwriter if the Company decided to pursue the IPO. The exploration of a potential sale transaction was conducted from the summer of 2009 until early November 2009 (the "2009 Process"). During the 2009 Process, Cowen and the Company contacted 101 potentially interested parties, both strategic and financial, to ascertain their interest in the Company. Of the 101 potential interested parties contacted, 62 executed non-disclosure agreements and 56 received business and financial information about the Company. Additionally, 17 potential interested parties met formally with the Company, eight submitted formal initial indications of interest and certain interested parties conducted meaningful diligence on the Company. After considering in detail the indications of value provided by the potential interested parties, the GTEC Board and senior management at the Company decided to move forward with the IPO, which would provide the Company with the financial resources necessary to execute its growth plan involving strategic acquisitions of other companies in its industry.

            Since the Company determined that no third party presented an indication of value sufficient to preempt its IPO roadshow that began in early November, GTEC completed its $63 million IPO on November 25, 2009. Since the IPO, GTEC's management has continued to gauge the market's interest in the Company and from time to time has learned of interest from potential third parties regarding an acquisition of all or part of the Company. In addition, from time to time, the GTEC Board has proactively considered strategic transactions as a means of maximizing stockholder value.

            During March 2010, the Company received a written expression of interest from a potential strategic buyer. The GTEC Board authorized management to engage in discussions with the interested party. Although discussions continued for a number of weeks, these discussions did not result in a transaction.

            During August 2010, the Company received a second written expression of interest from a different potential strategic buyer. For a number of reasons, including the offer price and the form of consideration proposed, the GTEC Board elected not to enter into discussions with the interested party regarding a potential transaction.

            On September 3, 2010, at a regularly scheduled meeting of the GTEC Board, the GTEC Board discussed the Company's business plan for 2011. There were discussions among the GTEC Board regarding the proposed acquisition of Zytel Corporation ("Zytel"), which would be the Company's first acquisition since the IPO and a significant milestone as GTEC's business plan provided for an aggressive growth strategy. The GTEC Board also discussed GTEC's current stock price, the status of the overall stock market, the outlook for the defense-intelligence business sector, and what kinds of strategic alternatives to its current business plan GTEC might consider, if any. The GTEC Board approved the acquisition of Zytel and authorized management to contact Cowen to conduct an independent analysis of GTEC's strategic alternatives.

            On September 13, 2010, the Company executed a stock purchase agreement providing for its strategic acquisition of Zytel.

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            On September 24, 2010, at a meeting of the GTEC Board, representatives from Cowen presented to the GTEC Board a review of the market environment, market performance of the Company and strategic alternatives available to the Company. In exploring the Company's strategic alternatives, Cowen reviewed scenarios, including a sale of the Company to a strategic or a financial buyer, merger of equals with a similar-sized company, break up of the Company and sale of the Company's businesses, and pursuit of the existing plan. The GTEC Board did not adopt a new course of action at this meeting and agreed to either schedule an additional meeting to discuss strategic alternatives or to delay the discussion until its regularly scheduled November meeting.

            On October 1, 2010, the Company completed its strategic acquisition of Zytel.

            On November 3, 2010, at a regularly scheduled meeting of the GTEC Board, the GTEC Board continued to discuss the Company's business plan for 2011. There were discussions among the GTEC Board regarding GTEC's acquisition activity, including GTEC's proposed second acquisition, Signature Government Solutions, LLC ("Signature"). The GTEC Board also discussed the strategic alternatives available to the Company. The GTEC Board again chose not to adopt a new course of action, but the GTEC Board recommended further discussions regarding ongoing strategy at a telephonic GTEC Board meeting on December 3, 2010.

            On November 4, 2010, the Company executed a purchase agreement providing for the strategic acquisition of Signature.

            On December 3, 2010, the GTEC Board met to discuss the Company's ongoing business plan as well as the presentation Cowen delivered on September 24, 2010 on the strategic alternatives available to the Company. The GTEC Board noted that further acquisitions would likely require additional sources of capital, such as an increased credit facility, the incurrence of term loans, or the issuance of additional equity. In evaluating the Company's stock price, the GTEC Board concluded that it would have a better indication of the Company's value and capacity to make further acquisitions in early January following the announcement of the Company's initial guidance for 2011 financial performance. The GTEC Board concluded that management should continue to implement GTEC's current business plan, but also authorized management to suggest to the GTEC Board a set of parameters and timing for having Cowen gauge interest in the market for a potential sale of GTEC or a merger of equals.

            On December 5, 2010, in order to implement the GTEC Board's direction and taking into account the inherent risk to the successful implementation of the Company's business plan, subject to further guidance from Cowen, the Company's management provided certain recommendations to the Board relating to the parameters for the sale process: (i) commence a strategic alternatives pursuit process after GTEC's release of 2011 earnings guidance, scheduled for the second week of January 2011, (ii) express a preference for an all cash transaction, (iii) engage in a targeted process aimed at the most likely suitors (to include both strategic and financial potentially interested parties), (iv) focus on reliable potentially interested parties with knowledge of GTEC or track record of deal activity in the defense-intelligence market, including any parties that had expressed an interest during the 2009 Process, (v) seek a quick process consistent with the practice for conventional public to public acquisition transactions, (vi) avoid long exclusivity periods, and (vii) conduct the process with the highest possible degree of confidentiality.

            On December 7, 2010, after receiving general support from the GTEC Board on the proposed parameters, members of the Company's management, including John Hillen, Ronald C. Jones and Joseph M. Cormier, had a conference call with a representative of Cowen to discuss the parameters. The representative of Cowen noted that the parameters were good general parameters and that Cowen would meet with the Company's management the following week to further refine the approach for targeting potentially interested parties.

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            On December 14, 2010, members of the Company's management, including Ron Jones and Joe Cormier, met with Company A to review the Company's current business operations and public financial statistics.

            On December 18, 2010, the Company completed its strategic acquisition of Signature.

            On January 7, 2011, during an informal meeting, Cowen reviewed with the GTEC Board the process that Cowen would undertake in exploring a potential sale or merger of equals of the Company, which process incorporated the discussions with Company management described above, and the list of potentially interested parties. Upon the GTEC Board's request, Cowen was instructed to contact 11 identified potentially interested parties, including Company A (which list was subsequently reduced to 10, six of which were strategic potentially interested parties and four of which were financial potentially interested parties).

            On January 19, 2011, the Company announced that it raised its fourth quarter 2010 revenue and earning per share guidance and provided initial 2011 revenue and earnings per share guidance.

            On January 24, 2011, the Company and Company A executed a non-disclosure agreement pursuant to which the Company would furnish Company A, on a confidential basis, certain information concerning the Company for the purpose of Company A's evaluation of a possible transaction between the Company and Company A. The non-disclosure agreement also contained a standstill covenant pursuant to which Company A agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the Company, on an unsolicited basis, prior to January 24, 2014.

            Also on January 24, 2011, representatives from the Company's management team, including Ron Jones and Joe Cormier, met with the certain members of Company A to exchange non-public financial information.

            On January 31, 2011, the Company and Company B, which was one of the potentially interested parties contacted by Cowen, executed a non-disclosure agreement pursuant to which the Company would furnish Company B, on a confidential basis, certain information concerning the Company for the purpose of Company B's evaluation of a possible transaction between the Company and Company B. The non-disclosure agreement also contained a standstill covenant pursuant to which Company B agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the Company, on an unsolicited basis, prior to January 31, 2012.

            On February 2, 2011, at a regularly scheduled meeting of the GTEC Board, Cowen provided an analysis of various strategic alternatives and an update on the process, which described the preliminary discussions with third parties, including those that had expressed a degree of interest, as well as a review of the Company's financing options in the then-current market environment. The GTEC Board engaged in discussions regarding GTEC stock performance, financial performance and acquisition strategy. There were also discussions regarding timeframes of the various strategies. After a discussion regarding the strategic alternatives, the GTEC Board decided that it was in the best interests of the GTEC stockholders to focus the Company's efforts on entertaining indications of interest with respect to the Company. The Company's legal advisor, Pillsbury Winthrop Shaw Pittman LLP ("Pillsbury"), advised the GTEC Board of their fiduciary responsibilities as directors of a Delaware corporation in connection with a sale or merger of equals process. The GTEC Board decided that the timeframe to pursue a strategic transaction should be kept to a minimum so as not to disrupt the day-to-day management and business operations longer than necessary to gauge true interest by potential acquirers and potential value to be achieved for stockholders. Management was also directed to continue to implement GTEC's 2011 business plan. Upon the advice of Pillsbury, although members of the Company's senior management were authorized to engage in discussion with any interested parties in order to try to supply them with information about the Company's business, strategy and prospects,

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they were advised not to negotiate the financial and business terms of the transaction or to engage in discussions with any of the interested parties with respect to certain matters, including post-transaction employment or equity arrangements.

            Also on February 2, 2001, Company A indicated to Ron Jones that Company A would not submit an offer to acquire the Company.

            On February 3, 2011, representatives from the Company including, including John Hillen, Joe Cormier and Ron Jones, and a representative from Cowen met with the certain representatives of Company B to exchange non-public financial information.

            On February 4, 2011, the Company and Company C, which was one of the potentially interested parties contacted by Cowen, executed a non-disclosure agreement pursuant to which the Company would furnish Company C, on a confidential basis, certain information concerning the Company for the purpose of Company C's evaluation of a possible transaction between the Company and Company C. The non-disclosure agreement also contained a standstill covenant pursuant to which Company C agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the Company, on an unsolicited basis, prior to August 4, 2012.

            Also on February 4, 2011, the Company provided non-public business and financial information to Company C.

            On February 7, 2011, a representative of the Company met with a representative of Company B to discuss transaction process as well as the merits of a strategic transaction with the Company.

            On February 8, 2011, representatives of the Company, including John Hillen and Joe Cormier, and representatives of Cowen had a conference call with Company C to review the business operations of and financial information about the Company.

            Also on February 8, 2011, the Company and Company D, which was one of the potentially interested parties contacted by Cowen, executed a non-disclosure agreement, pursuant to which the Company would furnish Company D, on a confidential basis, certain information concerning the Company for the purpose of Company D's evaluation of a possible transaction between the Company and Company D. The non-disclosure agreement also contained a standstill covenant pursuant to which Company D agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the Company, on an unsolicited basis, prior to February 8, 2012. That same day, Company D and representatives from the Company, including John Hillen, Ron Jones and Joe Cormier, and representatives of Cowen, met to review the business operations and financial metrics of the Company.

            Also on February 8, 2011, representatives from Ares, including Matthew Cwiertnia, and representatives from Ares' financial advisor, Wells Fargo Securities LLC ("Wells Fargo Securities"), had dinner with selected members of Company's management, including John Hillen and Joe Cormier, during which the parties were introduced and the Company's representatives provided Ares' representatives with an overview of the business and strategy of GTEC. Ares discussed its background, history and ability to be flexible with its possible investment into GTEC.

            On February 9, 2011, both the Company and Ares attended Cowen's 32nd Annual Aerospace/Defense Conference in New York City. The Company presented at the conference. At such conference, Matthew Cwiertnia of Ares was introduced to a representative of Cowen, who stated that Cowen had been retained by the GTEC Board as its financial advisor and the Company had recently begun to explore strategic alternatives, including a sale. Mr. Cwiertnia expressed Ares' interest in a possible purchase of the Company. In response, Cowen requested that Ares execute a confidentiality agreement as the initial step in Ares' participation in the Company's process.

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            On February 11, 2011, the Company and Ares executed the Confidentiality Agreement, pursuant to which the Company would furnish Ares and its affiliates and representatives, on a confidential basis, certain information concerning the Company for the purpose of Ares' evaluation of a possible transaction between the Company and affiliates of Ares. The Confidentiality Agreement also contained a standstill covenant pursuant to which Ares agreed, subject to certain conditions, not to attempt to acquire or otherwise seek control of the Company, on an unsolicited basis, prior to February 11, 2013. For more information about the Confidentiality Agreement, see "Item 3. Past Contacts, Transactions, Negotiations and Agreements, Arrangements with Affiliates of Ares—Confidentiality Agreement" above.

            Also on February 11, 2011, Company B submitted a written non-binding proposal to acquire all of the outstanding Shares of the Company for $23.00 per share, subject to diligence and other conditions, including a request for exclusivity through March 15, 2011. Company B's proposal was contingent on reaching agreements to retain certain unspecified key personnel of the Company. Company B stated it expected to deliver a draft merger agreement on February 18, 2011, to execute the agreement on March 2, 2011 and to close the contemplated acquisition on or before March 31, 2011.

            Also on February 11, 2011, Cowen indicated to Ares and Company D that the GTEC Board would be meeting on February 14, 2011 and that they should submit a formal offer to the Company prior to that meeting. Ares indicated that it would attempt to meet the deadline and suggested a conference call on February 12, 2011 with the Company's management. Company D indicated it would potentially submit an offer within a week, but that it would not be in a position to submit an offer before February 14, 2011.

            On February 11, 2011, Company C informed Cowen that it would need more time to evaluate a possible transaction.

            On February 12, 2011, representatives of Ares, including Matthew Cwiertnia, Daniel Lukas, and Dr. Ronald Sugar, a strategic advisor to Ares, representatives of the Company, including John Hillen and Joe Cormier, and Cowen held a conference call to discuss the Company's business, operations and prospects as well as to answer questions from representatives of Ares.

            On February 13, 2011, Ares submitted a written non-binding indication of interest to acquire all of the outstanding Shares of the Company for $24.00 per share, subject to diligence and other conditions, including a request for exclusivity for a three week period. Ares' proposal also included a "go-shop" provision, which would permit GTEC to seek additional acquisition proposals following execution of a definitive merger agreement.

            On February 14, 2011, the GTEC Board met to review the two written non-binding indications of interest from Company B and Ares. The Company's legal advisors, Pillsbury and Morrison & Foerster LLP ("Morrison & Foerster"), briefed the GTEC Board on the process for evaluation of the indications of interest as well as the GTEC Board's fiduciary responsibilities. Cowen provided an update on the indications of interest process, including the preliminary discussions with potential acquirers that Cowen had approached at the direction of the Company, including those four that had expressed a degree of interest. Cowen notes that, of the 10 identified potentially interested parties, all had been contacted by Cowen, six had not expressed interest and that Company's C and D, while expressing interest, had not yet submitted an indication of interest. The GTEC Board noted that Company B's offer did not identify the key personnel that Company B sought to retain, did not state whether Company B's Board had approved the transaction, and did not address a number of material terms and conditions of the proposed transaction. Cowen noted that Ares' indication of interest was only received late the prior evening and although preliminary, the share price offered was $1.00 higher than Company B's indication of interest and Ares' indication of interest also included a "go shop" period. After discussions, the GTEC Board authorized Morrison & Foerster to distribute a draft

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merger agreement to both Company B and Ares by February 16, 2011 and to grant access to both Company B and Ares to the Company's online data room, which contained detailed financial, operating and other information about the Company. Cowen was instructed to inform Company B that GTEC was unable to accept its indication of interest and grant exclusivity at this time due to the number of open items.

            During the week of February 14, 2011, Company B and Ares conducted a review of the Company's business and operations through the examination of confidential documents within the online data room, as well as in-person or conference call due diligence sessions with various members of the Company's management.

            On February 16, 2011, representatives from Ares, representatives from the Company, including John Hillen, Joe Cormier and Kirk Herdman, and representatives from Cowen and representatives from Wells Fargo Securities, participated in several meetings at Ares' offices to discuss further the Company's business and financial statements in detail.

            Also on February 16, 2011, Morrison & Foerster sent to Company B and Ares Management an initial draft of a proposed merger agreement.

            On February 17, 2011, Company D indicated to representatives of Cowen that Company D would not submit an offer to acquire the Company.

            On February 18, 2011, Ares submitted a revised written non-binding indication of interest to the Company that included suggested changes to the proposed merger agreement and reiterated Ares' offer price of $24.00 per share. The written offer also requested exclusivity through March 2, 2011.

            On February 18, 2011, Company B submitted a written offer to the Company confirming its $23.00 per share offer price and including suggested changes to the proposed merger agreement.

            On February 19, 2011, Morrison & Foerster and Proskauer Rose, Ares' legal counsel ("Proskauer"), had a conference call to clarify and discuss the suggested changes to the proposed merger agreement.

            On February 19, 2011, Morrison & Foerster contacted Company B's legal counsel to discuss the suggested changes and were not able to favorably resolve the material legal issues raised by the terms and conditions of Company B's offer.

            On February 20, 2011, the GTEC Board met to review the two written indications of interest from Company B and Ares. Cowen provided an update on the solicitation process, including the preliminary discussions with potentially interested parties that Cowen had approached at the direction of the Company, including those four that had expressed a degree of interest. Cowen explained that they went back to all other parties that had expressed a degree of interest, and none was prepared to actively engage in the ongoing process. Cowen provided statistics of the activity in the online data room—both by Company B and Ares—as well as a comparison of the relative stages Ares and Company B had reached in the diligence process. Morrison & Foerster presented the GTEC Board with a comparison of the comments received by each of Company B and Ares on GTEC's draft merger agreement and the various differences in conditions and clauses. Morrison & Foerster explained that, in the aggregate, Company B's comments to the draft merger agreement were more significant than Ares' comments. Company B (i) continued to require a number of GTEC executive officers to agree to retention agreements as a condition of closing (whereas Ares verbally indicated its desire to retain the Company's management and employees but it did not propose such a condition and no employment terms were proposed), (ii) proposed to expand the definition of Company Material Adverse Effect, which would create less certainty of closing, (iii) did not provide for a "go shop" period, and (iv) proposed a higher termination fee than the Ares' proposal. Cowen and Morrison & Foerster

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discussed how the process has been handled by each of Company B and Ares' respective financial and legal advisors. In addition, they noted that, although both Ares and Company B said they would require a tender support agreement from the Tendering Stockholder, Company B also required certain current members and one former member of management owning 8% of the Company's outstanding stock on a fully diluted basis to enter into a tender support agreement

            The GTEC Board and its financial and legal advisors discussed the differences between the two indications of interest, including the $1.00 difference in share price, and the GTEC Board's fiduciary duties under the circumstances.

            As both Ares and Company B were both requiring a period of exclusivity to proceed with further negotiations, the GTEC Board determined that it would be appropriate to grant a brief period of exclusivity to the one that was offering the most attractive transaction. After discussions regarding the two pending proposals and how the GTEC Board believed it was best to proceed, the GTEC Board authorized Cowen to raise the GTEC Board's concerns regarding Company B's proposal with Company B. In the event Company B elected not to increase the share price or improve the conditions of the offer, the GTEC Board authorized Cowen and management to approach Ares to seek any further improvement in Ares' indication of interest and to enter into an exclusivity arrangement with Ares on the terms presented to the Board and as may be improved as a result of any discussions between Ares and Cowen. In the event Company B elected to increase the share price or improve the conditions of the offer, the GTEC Board authorized Cowen and management to bring such proposal back to the GTEC Board for further review and guidance.

            Also on February 20, 2011, at the GTEC Board's direction, representatives of Cowen informed Company B that the $23.00 per share offer price was insufficient value and that the GTEC Board was requesting Company B to raise its offer price. Company B responded later that day that its offer of $23.00 per share would not be increased. At the same time, representatives of Cowen spoke with representatives of Ares, indicating that the GTEC Board had requested a higher offer price. As a result, later that day, subject to the terms of the letter delivered on February 18, 2011, Ares increased its offer price to $24.25 per share. Ares further reiterated its request for exclusivity until March 2, 2011 in order to complete its due diligence review and the negotiation of the transaction agreements.

            On February 21 and 22, 2011, the Company (pursuant to the GTEC Board's guidance given at its February 20, 2011 meeting) and Ares negotiated the Exclusivity Agreement, including an exhibit thereto that contained and agreed upon list of changes to the proposed merger agreement, which Morrison & Foerster had circulated on February 16, 2011. On February 22, 2001, the Company and Ares executed the Exclusivity Letter, which provided, among other things, that until March 2, 2011, the Company would not disclose that it and Ares were engaged in discussions regarding a possible acquisition of the Company by Ares and would not actively encourage the submission of a competing proposal. For more information about the Exclusivity Agreement, see "Arrangements with Affiliates of Ares—Exclusivity Agreement" above.

            On February 22, 2011, John Hillen informed the GTEC Board that the Exclusivity Letter had been executed. Dr. Hillen also provided the GTEC Board with a basic transaction timeline that contemplated a final review of the Merger Agreement on March 1, 2011 and, assuming approval of the Merger Agreement by the GTEC Board, a public announcement on March 2 or 3, 2011 and the closing of the Offer on March 31, 2011.

            On February 22, 2011, Proskauer sent to Morrison & Foerster comments to the proposed merger agreement and on the next day an initial draft of the tender and voting agreement pursuant to which the Tendering Stockholder would agree to tender its Shares in the Offer. The Tendering Stockholder was represented by the law firm of Skadden, Arps, Meagher & Flom LLP ("Skadden Arps").

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            From February 24, 2011 to February 27, 2011 representatives of the Company and Ares and their respective financial and legal advisors negotiated the terms of the merger agreement.

            On February 26, 2011, Morrison & Foerster sent a revised draft of the tender and voting agreement to Proskauer and on February 27, 2011, Morrison & Foerster sent a revised draft of the merger agreement to Proskauer and a draft of the guaranty.

            On February 28, 2011, Proskauer sent to Morrison & Foerster a draft of the equity commitment letter and that morning Proskauer, Morrison & Foerster and Skadden Arps held a telephone call to negotiate the remaining terms of the tender and voting agreement. That evening representatives of Ares and Proskauer negotiated and resolved additional terms of the merger agreement, the equity commitment letter and the guaranty with representatives of the Company and Morrison & Foerster. After such call Proskauer sent a revised draft of the guaranty to Morrison & Foerster.

            On March 1, 2011, Morrison & Foerster sent a revised draft of each the transaction documents to Proskauer and between then and the early afternoon of March 2, 2011 the parties and their representatives reached agreement on substantially all of the open issues in the agreements.

            On March 2, 2011, the Company Board met to discuss and approve the proposed transactions with Ares. Representatives of Cowen, Pillsbury and Morrison & Foerster were also present. During this meeting, Morrison & Foerster and Pillsbury reviewed with the Company Board the Company Board's fiduciary duties with respect to the proposed transaction with Ares. Cowen presented its analyses of the fairness to the holders of Shares (other than the Tendering Stockholder), from a financial point of view, of the $24.25 price per share to be received in the transaction with Ares and delivered an oral opinion, subsequently confirmed by a written opinion to the GTEC Board dated the date of the meeting, to the effect that, as of such date and subject to the various assumptions, qualifications and limitations to be set forth in its written opinion, the per share price to be received by the holders of Shares (other than the Tendering Stockholder; Cowen was not requested to, and did not, render an opinion as to the fairness of the price, from a financial point of view, to the Tendering Stockholder) was fair, from a financial point of view, to such holders other than the Tendering Stockholder (you are urged to read Cowen's written opinion, which is set forth in its entirety in Annex II to this Schedule 14D-9, and the discussion of the opinion and Cowen's analyses below in this Item 4 under the caption "Opinion of GTEC's Financial Advisor"). Representatives of Morrison & Foerster reviewed key provisions of the merger agreement, the tender and voting agreement, the guaranty, the equity commitment letter and related documentation with the GTEC Board. Cowen discussed with the GTEC Board the potential strategic and financial interested parties (including some of those previously contacted as well as others) who might be approached for indications of interest in acquiring the Company at a price above $24.25 per share during the "go shop" period negotiated with Ares.

            After discussion, the GTEC Board (i) authorized and approved the execution, delivery and performance of the Merger Agreement, (ii) declared advisable the Merger Agreement, the Merger, the Offer and the other transactions contemplated by the Merger Agreement, (iii) determined that the terms of the Merger Agreement, the Merger, the Offer and the transactions contemplated by the Merger Agreement were fair to and in the best interests of the Company and the Company's stockholders, and (iv) recommended that the Company's stockholders accept the Offer, tender their shares of Common Stock pursuant to the Offer and, if required by applicable law, vote in favor of adoption of the Merger Agreement.

            Following the approval of the transaction by the Company Board on March 2, 2011, the Merger Agreement and other transaction-related documents were executed.

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            On the morning of March 3, 2011, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release issued by the Company has been filed as Exhibit (a)(8) and is incorporated herein by reference.

Reasons for Recommendation

            In evaluating the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby and recommending that all stockholders accept the Offer and tender the shares of Common Stock they own pursuant to the Offer and, if required by applicable law, vote all Shares in favor of the adoption of the Merger Agreement, the GTEC Board considered a number of factors. The following is a summary of the material factors that supported its decision to make this recommendation:

•

The Company's Operating and Financial Condition; Prospects.  The GTEC Board considered the current and historical financial condition, results of operations and business of GTEC, as well as the Company's business plan and prospects, if it were to remain an independent company. The GTEC Board discussed the Company's current business plan, including the risks associated with achieving and executing upon the plan and the fact that it required significant additional investments for acquisitions and future growth, as well as the general risks of market conditions that could reduce the Company's stock price. Implementation of the Company's business plan, which included additional significant acquisitions, would not have been accomplished under the Company's current credit facility and would have required additional sources of capital, such as an amended credit facility, the incurrence of term loans or the issuance of additional equity. The GTEC Board also considered the highly competitive and rapidly evolving environment in which the Company operates and is expected to operate in the future. The GTEC Board considered that the Company's stockholders would continue to be subject to the risks and uncertainties of the Company's financial plan, operations and prospects.

•

Available Alternatives; Results of Discussions with Third Parties.  The GTEC Board considered the possible alternatives to the acquisition by Parent (including the possibility of being acquired in whole or in part by another company or financial sponsor, or continuing to operate as an independent entity, and the desirability and perceived risks of those alternatives), the range of potential benefits to the Company's stockholders of these alternatives and the timing and the likelihood of accomplishing the goals of such alternatives, as well as the GTEC Board's assessment that none of these alternatives were reasonably likely to present superior opportunities for GTEC to create greater value for its stockholders, taking all factors into account, including risks of execution and consummation as well as business, competitive, industry and market risks. The GTEC Board considered the possibility of growing the Company's business through significant acquisitions and internal growth while remaining an independent public company. In this respect, the GTEC Board considered the significant additional investments that would be required for such acquisitions and the potential execution risks and uncertainties associated therewith. The GTEC Board also considered the results of the process that the GTEC Board had conducted in recent weeks, with the assistance of the Company's management and its financial and legal advisors, to evaluate strategic alternatives and the results of discussions with third parties after soliciting interest from a total of 10 bidders (consisting of six strategic buyers and four private equity firms) regarding business combination and change of control transactions. The GTEC Board also considered the ability of other bidders to make, and the likelihood that other bidders would make, a proposal that was reasonably likely to be consummated on a timely basis to acquire the Company at a higher price.

•

Cash Consideration; Certainty of Value; No Financing Condition.  The GTEC Board considered the form of consideration to be paid to the stockholders in the Offer and the certainty of the value of cash consideration compared to stock or other forms of consideration, as well as the

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fact that Parent's proposal was not subject to obtaining any outside financing. The GTEC Board considered the business reputation of Ares and Ares Management, the substantial financial resources of the Equity Contributor (including its $3.5 billion of committed capital, of which $2.0 billion is currently available) and, by extension, the Purchaser. The GTEC Board also considered the Equity Contributor's limited guarantee of the payment obligations of the Purchaser and the Parent under the Merger Agreement or up to $100 million, and the Equity Contributor's agreement to purchase, or to cause the purchase of, equity interests in the Parent and to assume or repay, or to cause the assumption or repayment of, the indebtedness of the Company for an aggregate amount up to $320 million. The GTEC Board believed these considerations supported the conclusion that a transaction with Parent and the Purchaser could be completed relatively quickly and in an orderly manner.

•

Premium to Current and Historical Trading Prices of Shares.  The $24.25 Per Share Amount to be paid in cash would provide GTEC stockholders with the opportunity to receive a premium over the historical trading prices of the Common Stock, based on the GTEC Board's analysis of the range of historical trading closing prices of the Common Stock on the NASDAQ Global Market for the one-year period ending on March 2, 2011 and the implied share price premium based on the Per Share Amount, including the information summarized below:

The GTEC Board took note of the fact that the highest closing price of the Common Stock on the NASDAQ Global Market since the Company's IPO was $17.83, substantially lower than the Per Share Amount.

•

Financial Advisor's Opinion and Related Analyses.  The oral opinion of Cowen delivered to the GTEC Board on March 2, 2011, and subsequently confirmed by Cowen's written opinion to the GTEC Board dated such date, to the effect that, as of such date and subject to the various assumptions, qualifications and limitations to be set forth in its written opinion, the price per share to be received by the holders of shares of Common Stock was fair, from a financial point of view, to such holders (other than the Tendering Stockholder), and Cowen's related financial analyses presented to the GTEC Board in connection with the delivery of its oral opinion (you are urged to read Cowen's written opinion, which is set forth in its entirety in Annex II to this Schedule 14D-9, and the discussion of the opinion and Cowen's analyses below in this Item 4 under the caption "Opinion of GTEC's Financial Advisor")

•

Arm's Length Negotiations; Consideration of Potential Conflicts of Interest.  The GTEC Board considered the fact that the Exclusivity Agreement, the financial and other terms and conditions of the Merger Agreement, and the transactions contemplated by the Merger Agreement, including the number and nature of the conditions on Parent's and the Purchaser's obligations to consummate the Offer and the Merger, were the product of arm's-length negotiations among the parties and were designed to provide more certainty that the Offer and the Merger would ultimately be consummated on a timely basis. The GTEC Board also considered the interests of the Company's Chief Executive Officer and certain other members of senior management in the Offer and the Merger, including certain change of control payments, and the fact that (i) the GTEC Board, through the Company's legal and financial advisors, and not the Company's Chief Executive Officer, members of senior management or the Tendering Stockholder, were involved

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in the negotiation of the financial and business terms of the transaction under the GTEC Board's direction, and (ii) neither the Offer nor the Merger is conditioned upon any member of the Company's management entering into any employment, equity contribution, or other agreement, arrangement or understanding with Parent, the Purchaser, the Equity Contributor, the Equity Contributor Manager or the Company, and that except for the pre-existing agreements described under "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Current Executive Officers and Directors of the Company," no such agreement, arrangement or understanding existed as of the date of the Merger Agreement.

•

Closing Conditions.  The GTEC Board considered the reasonable likelihood of the consummation of the transactions contemplated by the Merger Agreement and that the Purchaser's obligations to purchase shares of Common Stock in the Offer and to close the Merger would be subject to limited conditions.

•

Tender Agreement.  The Tendering Stockholder who entered into the Tender Agreement controls in the aggregate approximately 39% of the outstanding shares of Common Stock on a fully diluted basis and has agreed to tender its shares of Common Stock in the Offer, which made it more likely that the transaction could be completed on a more expedited basis and in an orderly manner. The Tender Agreement automatically terminates upon the occurrence of certain events, including valid termination of the Merger Agreement and the withdrawal, modification or change of the GTEC Board's recommendation in accordance with the terms of the Merger Agreement as described under " – Ability to Change Recommendation" below.

•

Tender Offer Structure.  The GTEC Board considered the structure of the transaction as a tender offer for all shares of Common Stock, which should allow stockholders to receive the transaction consideration in a relatively short timeframe, followed by the Merger in which stockholders (other than whose who perfect their appraisal rights under the DGCL) will receive the same consideration as received by stockholders who tender their shares of Common Stock in the Offer.

•

Ability to Solicit Additional Acquisition Proposals.  The GTEC Board considered the ability of the Company throughout the period beginning on March 2, 2011 and ending at 11:59 p.m., New York City time, on April 1, 2011 (the "Go-Shop Period"), to (i) solicit, initiate or encourage, whether publicly or otherwise, any Company Takeover Proposal (as defined in the Merger Agreement), including by way of providing access to or otherwise making available non-public information (provided that the Company will only permit such non-public information to be made available pursuant to an acceptable confidentiality agreement and provided that the Company will within one business day make available to Parent all such non-public information that has not previously been made available to Parent that is made available to any such person), and (ii) engage in and maintain discussions or negotiations with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to a Company Takeover Proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, discussions or negotiations or the making of any Company Takeover Proposal (including providing access or making available non-public information as described in clause (i)). The GTEC Board also considered its ability to continue discussions with certain Qualified Go-Shop Bidders (as defined in the Merger Agreement) past the Go-Shop Period through May 1, 2011; provided that Parent has not, in accordance with the Merger Agreement, accepted tendered Shares for payment at the expiration of the Go-Shop Period.

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•

Ability to Respond to Certain Unsolicited Acquisition Proposals.  The GTEC Board considered that, in addition to the Go-Shop Period, and prior to the Parent's acceptance of Shares for payment pursuant to the Offer, the Company would have the continued ability after the Go-Shop Period to respond to persons submitting a bona fide written Company Takeover Proposal that the GTEC Board determines in good faith, after consultation with the Company's outside legal counsel and independent financial advisor of nationally recognized reputation, constitutes or would reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement), and which Company Takeover Proposal was made after the date of the Merger Agreement and did not result from a breach of the non-solicitation provisions of the Merger Agreement, to (i) contact the person making such Company Takeover Proposal solely to clarify the terms and conditions thereof, (ii) provide access to or furnish information with respect to the Company and its subsidiaries to such person and such person's representatives pursuant to an acceptable confidentiality agreement and (iii) participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal) with such person and its representatives regarding such or any other Company Takeover Proposal.

•

Ability to Change Recommendation.  The GTEC Board considered its ability, prior to the acceptance for payment of Shares pursuant to the Offer, to (i) withdraw, modify or change its recommendation to stockholders that they accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required, vote their Shares in favor of the adoption of the Merger Agreement (other than in connection with a Superior Company Proposal) if the Company Board determines in good faith, after consultation with the Company's outside counsel and its independent financial advisor of nationally recognized reputation, that the failure to take such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law and (ii) in response to a Superior Company Proposal, resolve to accept such Superior Company Proposal and terminate the Merger Agreement.

•

Reasonableness of Termination Fees.  The right of the GTEC Board to terminate the Merger Agreement under certain conditions is subject to payment of a termination fee of $3,533,000 if the termination is during the Go-Shop Period or with a Qualified Go-Shop Bidder after the Go Shop Period or $7,067,000 in certain other circumstances. The GTEC Board considered these termination fees reasonable, in light of, among other things, the benefits of the Offer and the Merger to the Company's stockholders and determined, upon the advice of counsel, that such fees would not be a significant deterrent to competing offers and that the amount of such fee was within the range of termination fees payable in comparable transactions.

•

Extension of Offer.  The fact that, subject to limited exceptions, the Purchaser will be required to extend the Offer beyond the initial expiration date of the Offer if the conditions to the completion of the Offer are not satisfied as of such date.

•

Availability of Appraisal Rights in the Merger.  The fact that GTEC stockholders that do not tender their Common Stock in the Offer and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

            The GTEC Board also considered a variety of uncertainties and risks in its deliberations concerning the Merger Agreement, which weighed against the approval of the Offer, the Merger and the Merger Agreement, including the following:

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No Public Auction.  The Company did not conduct a public auction process, considering the risks to the business of such a public process.

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Failure to Complete Transaction.  The risks and costs to GTEC if the Offer and the Merger are not consummated, including the diversion of the attention of the Company's directors, executive officers and associates, the potential loss of employees, customers, suppliers and business

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partners, the incurrence of significant transaction costs and that the Company may, under certain circumstances, have to pay a termination fee to Parent.

•

No Stockholder Participation in Future Growth.  While the consummation of the Offer and the Merger gives the Company's stockholders the opportunity to realize a significant premium over the prices at which the Common Stock was traded prior to the public announcement of the Offer and the Merger, tendering of the Common Stock in the Offer would eliminate the opportunity for stockholders to participate in the potential future growth and profits of the Company.

•

Interests of the Company's Officers and Directors.  The interests of the officers and directors of the Company in the Offer, including the matters described under "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Current Executive Officers and Directors of the Company".

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No-Shop Restrictions.  (i) The restrictions on the Company's ability after April 1, 2011 to (a) knowingly solicit, initiate or encourage, whether publicly or otherwise (including by providing access to non-public information), or take any other action knowingly to facilitate, the submission of any Company Takeover Proposal or the making of any inquiry, proposal or offer that would reasonably be expected to lead to a Company Takeover Proposal, (b) enter into any agreement, letter of intent, term sheet or other similar instrument with respect to any Company Takeover Proposal (other than an acceptable confidentiality agreement) or (c) enter into, continue, conduct, engage, maintain or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, or otherwise cooperate in any way with any person or take any action knowingly to facilitate, any Company Takeover Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to a Company Takeover Proposal, (ii) the ability of Parent to match a Superior Company Proposal, whether made during or after the Go-Shop Period, and (iii) the requirement that GTEC pay a termination fee to Parent in order to accept a Superior Company Proposal and in certain other circumstances specified in the Merger Agreement, which the GTEC Board understood, while potentially having the effect of discouraging third parties from proposing a competing business transaction, were conditions to Parent's willingness to enter into the Merger Agreement and were reasonable in light of, among other things, the benefits of the Offer and the Merger to the Company's stockholders.

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Taxable Consideration.  The all-cash consideration to be received by the stockholders who are U.S. persons in the Offer and the Merger would be taxable to such stockholders who have a gain for U.S. federal income tax purposes.

•

Exclusive Negotiations.  The Exclusivity Agreement, which Ares requested as a condition to its willingness to negotiate a possible acquisition of GTEC, limited the GTEC Board's ability to assess the market for the Common Stock after the Exclusivity Agreement was signed until March 2, 2011, the date the Merger Agreement was executed.

•

Interim Restrictions on Business Pending Completion of the Offer.  The limitations on the Company's pursuit of business opportunities due to pre-closing covenants in the Merger Agreement whereby the Company agreed that it will carry on its business in the ordinary course consistent with past practice and, subject to specified exceptions, will not take a number of actions related to the conduct of its business without the prior written consent of Parent.

            The foregoing discussion of the information and factors considered by the GTEC Board is not intended to be exhaustive, but merely summarizes the material factors considered. The members of the GTEC Board evaluated the Offer, the Merger and the Merger Agreement in light of their knowledge of the business, financial condition and prospects of the Company and the strategic alternatives

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available to the Company. In view of the number and wide variety of factors, both positive and negative, considered by the GTEC Board, it did not find it practical to, and did not, quantify or otherwise assign relative or specific weights to the factors considered or determine that any factor was of particular importance. Rather, the GTEC Board viewed its position and recommendations as being based on the totality of the information presented to and considered by it. In addition, individual members of the GTEC Board may have given differing weights to different factors and may have viewed certain factors more positively or negatively than others.

Opinion of GTEC's Financial Advisor

General

            Under an engagement letter dated May 17, 2009, as amended on March 26, 2010 (the "Cowen Engagement Letter," further described below in this section and in Item 5 in this Schedule 14D-9), the Company retained Cowen to act as its exclusive financial advisor in connection with certain transactions involving the possible sale of control of the Company or of a material interest in the Company or any of its material businesses or assets, as well as the right to act as the Company's sole lead book-runner and lead managing underwriter if the Company proposed to effect an initial public offering of its securities. As the Company's exclusive financial advisor, Cowen was engaged, among other things, to render, if requested by the GTEC Board, its opinion as to the fairness, from a financial point of view, to the Company's stockholders of the consideration to be received pursuant to any such sale transaction.

            On March 2, 2011, Cowen reviewed with the GTEC Board written materials containing Cowen's analyses as to the fairness, from a financial point of view, to the Company's stockholders (other than the Tendering Stockholder) of the price of $24.25 net in cash without interest to be received per share of the Common Stock (referred to in this section as the "Offer Price") pursuant to the Offer and the Merger (together referred to in this section and in Item 5 of this Schedule 14D-9 as the "Transaction"). At the same meeting, Cowen also delivered its oral opinion to the GTEC Board, subsequently confirmed by its written opinion letter dated the same date (the "Cowen Opinion Letter"), that, as of such date and subject to the assumptions, qualifications and limitations set forth in the Cowen Opinion Letter, the Offer Price was fair, from a financial point of view, to the holders of the Common Stock other than the Tendering Stockholder. The GTEC Board did not ask Cowen to, and Cowen did not, render an opinion as to the fairness of the Offer Price, from a financial point of view, to the Tendering Stockholder.

            The full text of the Cowen Opinion Letter is attached as Annex II hereto. Holders of the Common Stock are urged to read the Cowen Opinion Letter in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Cowen. The summary of the Cowen Opinion Letter set forth in this section is qualified in its entirety by the full text of the Cowen Opinion Letter. Cowen's analyses and the Cowen Opinion Letter were prepared for the benefit and use of, and addressed to, the GTEC Board in its consideration of the Transaction and were directed only to the fairness to the holders of the Common Stock (other than the Tendering Stockholder), from a financial point of view, of the Offer Price. The opinion contained in the Cowen Opinion Letter (the "Cowen Opinion") does not constitute an opinion as to the merits of the Transaction, nor a recommendation to any holder of shares of the Common Stock as to whether such holder should tender such holder's shares pursuant to the Offer or vote such holder's shares with respect to the Merger (should a vote of holders of shares of the Common Stock be required as a condition to the consummation of the Merger).

            In arriving at the Cowen Opinion, Cowen reviewed and considered certain financial and other matters as it deemed relevant, including, among other things:

•

a draft of the Merger Agreement dated March 2, 2011;

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•

certain publicly available financial and other information for the Company and certain other relevant financial and operating data for the Company furnished to Cowen by the management of the Company;

•

certain internal financial analyses, financial forecasts (the "Company Forecasts"), reports and other information concerning the Company prepared by the management of the Company;

•

discussions Cowen had with certain members of the management of the Company concerning the historical and current business operations, financial condition and prospects of the Company and such other matters Cowen deemed relevant;

•

the reported price and trading history of the Common Stock as compared to the reported price and trading histories of certain publicly-traded companies Cowen deemed relevant;

•

certain operating results of the Company as compared to the operating results of certain publicly-traded companies Cowen deemed relevant;

•

certain financial terms of the Transaction as compared to the financial terms of certain selected business combinations Cowen deemed relevant;

•

the implied purchase price for the shares of the Common Stock in a leveraged buyout of the Company based on the Company Forecasts and assumptions Cowen deemed appropriate regarding levels of indebtedness incurred, required rates of return for investors and exit multiples Cowen deemed appropriate;

•

based on the Company Forecasts, the unlevered free cash flows expected to be generated by the Company as a stand-alone entity to determine the present value of such cash flows on a discounted basis at various weighted-average costs of capital and exit multiples Cowen deemed appropriate; and

•

such other information, financial studies, analyses and investigations and such other factors that Cowen deemed relevant for the purposes of the Cowen Opinion.

            In conducting its review and arriving at the Cowen Opinion, Cowen, with the GTEC Board's consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to Cowen by the Company's management or which was publicly available. Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness, or independent verification, of such information. Cowen relied upon, without independent verification, the assessments of Company management, as to the existing products and services of the Company and the viability of, and risks associated with, the future products and services of the Company. In addition, Cowen did not conduct, nor did Cowen assume any obligation to conduct, any physical inspection of the properties or facilities of the Company. Cowen further assumed that all information provided to it by the Company's management was accurate and complete in all material respects. Cowen, with the GTEC Board's consent, assumed that the Company Forecasts were reasonably prepared by the management of the Company on bases reflecting the best currently available estimates and good faith judgments of such management as to the future performance of the Company and that the Company Forecasts used in Cowen's analyses provided a reasonable basis for the Cowen Opinion. Cowen expressed no opinion as to the Company Forecasts or the assumptions on which they were made. In the Cowen Opinion Letter, Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Cowen Opinion of which Cowen becomes aware after the date of the Cowen Opinion Letter.

            Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities of the Company, nor was Cowen furnished with such materials. In addition, Cowen did not evaluate the solvency or fair value of the Company, Parent, the Purchaser or the Equity

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Contributor under any state or federal laws relating to bankruptcy, insolvency or similar matters. The Cowen Opinion did not address any legal, tax or accounting matters relating to the Merger Agreement or the Transaction, as to which Cowen assumed that the Company and the GTEC Board had received such advice from legal, tax and accounting advisors as each had determined necessary. The Cowen Opinion addressed only the fairness, from a financial point of view, of the Offer Price to the holders of Common Stock (other than the Tendering Stockholder). Cowen expressed no view as to any other aspect or implication of the Transaction or any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise. The Cowen Opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Cowen on the date of the Cowen Opinion Letter. It should be understood that although subsequent developments may affect the Cowen Opinion, Cowen does not have any obligation to update, revise or reaffirm the Cowen Opinion and Cowen expressly disclaims any responsibility to do so.

            For purposes of rendering the Cowen Opinion, Cowen assumed, in all respects material to its analyses, that the representations and warranties of each party to be contained in the Merger Agreement would be true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Transaction would be satisfied without waiver thereof. Cowen also assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by it in all respects material to its analysis. Cowen further assumed that all governmental, regulatory and other consents and approvals contemplated by the Merger Agreement would be obtained and that, in the course of obtaining any of those consents, no restrictions would be imposed or waivers made that would have an adverse effect on the Offer Price.

            Cowen was not requested to opine as to, and the Cowen Opinion Letter did not in any manner address, the Company's underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to other business strategies or transactions that might be available to the Company. In addition, Cowen was not requested to, and the Cowen Opinion Letter did not in any manner address, the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or class of such persons, relative to the compensation to the public stockholders of the Company. The Cowen Opinion Letter was reviewed and approved by Cowen's fairness opinion review committee.

            Set forth below in this section are summaries of the principal financial analyses performed by Cowen to arrive at the Cowen Opinion, which were completed on March 1, 2011. Portions of the summaries include information presented in tabular format. In order to fully understand the summarized financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. Cowen performed certain procedures, including each of the financial analyses described below, and reviewed with the GTEC Board the data regarding the Company (including the Company Forecasts) on which such analyses were based for purposes of the Cowen Opinion. No limitations were imposed by the GTEC Board with respect to the investigations made or procedures followed by Cowen in rendering the Cowen Opinion.

Summary of Principal Financial Analyses

            The following is a summary of the principal financial analyses performed by Cowen to arrive at the Cowen Opinion and is subject to the information set forth above in this section under the sub-caption "General," including the final paragraph of that sub-section.

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Comparable Companies Analysis

            To provide contextual data and comparative market information, Cowen compared selected historical and estimated operating and financial data and ratios for the Company to the corresponding operating and financial data and ratios of certain defense services companies, the securities of which are publicly traded and which Cowen believes have operating characteristics similar to the Company (the "Selected Companies"). The Selected Companies were:

Booz Allen Hamilton Holding Corporation
CACI International Inc
Dynamics Research Corporation
KEYW Holding Corporation
Kratos Defense & Security Solutions, Inc
ManTech International Corporation
NCI, Inc.
SAIC, Inc.
SRA International, Inc.
VSE Corporation

            The data and ratios included historical and estimated revenue, revenue growth, EBITDA (earnings before interest, taxes, depreciation and amortization, as well as before non-recurring charges) margins, 2011 estimated Enterprise Value (the market capitalization of common stock, plus total debt, less cash and equivalents) to EBITDA ratio and 2011 estimated P/E (price/earnings ratio) (with the estimates for the Company being provided by the Company's management and the estimates for the Selected Companies being derived from Thomson Reuters). Because the Company's fiscal year ends on December 31, and the Selected Companies' fiscal years end on that date or other dates, Cowen analyzed the financial data and ratios on the basis of the Company's fiscal year.

            The following table presents, for the periods indicated, the price per share of the Common Stock implied by applying to the Company's metrics listed in the preceding paragraph to the range of multiples derived from the corresponding metrics of the Selected Companies. Cowen compared that implied price per share of the Common Stock to the Offer Price of $24.25.

            Although the Selected Companies were used for comparison purposes, none of them is directly comparable to the Company. Accordingly, an analysis of such a comparison is not purely mathematical but, instead, involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Companies and other factors that could affect the public trading value of the Selected Companies or the Company, to which they are being compared.

Precedent Transaction Analysis

            Cowen reviewed the financial terms, to the extent publicly available, of twenty-seven transactions (the "Selected Precedent Transactions") involving the acquisition of companies in the defense services

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sector which were announced since June 9, 2003 and which Cowen believes are comparable to the Transaction. The Selected Precedent Transactions were (listed as target/acquirer):

            Cowen reviewed the Enterprise Value paid in the Selected Precedent Transactions as a multiple of latest reported last twelve month, or LTM, EBITDA and next twelve month, or NTM, EBITDA. The following table presents the multiples implied by the ratio of Enterprise Value to these metrics. Cowen compared the price per share of the Common Stock implied by this analysis to the Offer Price of $24.25.

            In analyzing the Selected Precedent Transactions, Cowen compared Enterprise Value as a multiple of LTM EBITDA as of June 1, 2003 to the corresponding multiple as of March 1, 2011, using an index of companies (the "Reference Companies") consisting of (a) those Selected Companies (a total of eight Selected Companies) used in its Comparable Companies Analysis discussed above that had been publicly traded for a period starting earlier than 2010, and (b) a subset, deemed relevant by Cowen, of the target companies in those Selected Precedent Transactions (a total of nine transactions) where the target had been publicly traded prior to the completion of the transaction (as to those nine selected Precedent Transactions, Cowen's analysis disregarded their relevant multiples following the respective transaction announcement dates). Cowen's analysis indicated that, for the Reference

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Companies the median Enterprise Value to LTM EBITDA multiple as of March 1, 2011 was 39% less than the corresponding median as of June 1, 2003.

            Although the Selected Precedent Transactions were used for comparison purposes, none of them is directly comparable to the Transaction, and none of the target companies involved in them is directly comparable to the Company. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the acquisition value of such target companies or the Company, to which they are being compared.

LBO Analysis

            Cowen estimated a range of values for the Common Stock that a financial buyer could potentially pay to acquire the Company, assuming target internal rates of return in the range 15% to 30%, a ratio of total acquisition debt to LTM EBITDA of 4.25x and terminal multiples of 7.0 times to 8.0 times estimated 2015 EBITDA. This analysis was based upon certain assumptions described by, projections supplied by, and discussions held with, the management of the Company. The leveraged buyout analysis indicated an implied price per share range of the Common Stock between $15.88 to $20.43 per share, as compared to the Offer Price of $24.25.

Discounted Cash Flow Analysis

            Cowen estimated a range of values for the Common Stock based on the discounted present value of the projected unlevered free cash flows of the Company described in the Company Forecasts for the second, third and fourth quarters of the Company's current fiscal year (ending December 31, 2011) and for each of the Company's fiscal years ending December 31, 2012, 2013, 2014 and 2015, and the discounted present value of the terminal value of the Company at December 31, 2015. Unlevered free cash flow was determined by taking projected EBIAT (earnings before interest and after taxes), adding back depreciation, amortization, and stock-based compensation, subtracting capital expenditures, and adjusting for increases or decreases in working capital. In performing this analysis, Cowen used discount rates ranging from 12.5% to 14.5%, which were selected based on a calculation of the Company's weighted average cost of capital using the Capital Asset Pricing Model and the betas of the Selected Companies. Cowen used terminal multiples of EBITDA ranging from 7.0 times to 8.0 times, based on the general range of trading multiples for the Selected Companies. The discounted cash flow analysis indicated an implied price per share range of the Common Stock between $19.88 to $24.47 per share, as compared to the Offer Price of $24.25.

Overview of Analyses; Other Considerations

            The summaries set forth above do not purport to be a complete description of all the analyses performed by Cowen in arriving at the Cowen Opinion. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. Cowen did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Cowen believes, and advised the GTEC Board, that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the process underlying the Cowen Opinion. In performing its analyses, Cowen made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of the Company. The analyses performed by Cowen are not necessarily indicative of actual values or future results, which may be significantly more

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or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses or securities may actually be sold. Accordingly, such analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors. None of the Company, Cowen or any other person assumes responsibility if future results are materially different from those projected. The analyses supplied by Cowen and the Cowen Opinion were among several factors taken into consideration by the GTEC Board in making its decision to authorize the Company to enter into the Merger Agreement and should not be considered as determinative of such decision.

            The Company selected Cowen to act as its exclusive financial advisor in connection with the Transaction and, in that capacity, to render the Cowen Opinion to the GTEC Board because Cowen is a nationally recognized investment banking firm and, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of its business, Cowen and its affiliates actively trade the equity securities of the Company for their own account and for the accounts of their customers and, accordingly, may at any time hold a long or short position in those securities.

            In the two years preceding the date of the Cowen Opinion Letter, pursuant to the Cowen Engagement Letter, Cowen has served as exclusive financial advisor to the Company in connection with the possible sale of the Company and, in that capacity, has advised the Company with respect to its strategic alternatives, including such possible sale. As provided in the Cowen Engagement Letter, Cowen acted as sole lead book-runner and lead managing underwriter for the IPO in November 2009, for which Cowen received customary compensation. In addition, the Company agreed to reimburse Cowen's expenses incurred in connection with, and indemnify Cowen for certain liabilities that may arise out of, such services by Cowen.

            For information with respect to the compensation payable to Cowen for its services as exclusive financial advisor to the Company in connection with the Transaction, see Item 5 of this Schedule 14D-9.

Company Internal Financial Forecasts

            The Company's management does not as a matter of course make public projections as to future performance, revenue, earnings or other results beyond the current fiscal year due to the unpredictability of the underlying assumptions and estimates. However, in connection with the Merger, our management shared certain internal financial forecasts with Cowen for purposes of the opinion described above, with the GTEC Board for purposes of evaluating the Merger and with Parent in order to assist Parent in valuing the Company.

            These internal financial forecasts are included in this Schedule 14D-9 to provide our stockholders access to certain nonpublic information considered by the GTEC Board during its evaluation of the Merger and considered by Cowen in connection with its opinion to the Board that, as of March 1, 2011 and based upon and subject to the factors and assumptions set forth therein, the Per Share Amount to be paid to the Company's stockholders was fair from a financial point of view. The inclusion of this information should not be regarded as an indication or recommendation to any stockholder or any person that the GTEC Board or any other recipient of this information considered, or now considers, it to be predictive of actual future results, and it should not be relied on as such. These internal financial forecasts constitute forward-looking statements and are subject to risks and uncertainties, including the various risks set forth in the Company's periodic reports filed with the SEC (see "Item 8. Additional Information" below). Moreover, the internal financial forecasts, while

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presented with numerical specificity, reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company's business, all of which are difficult or impossible to predict and many of which are beyond the Company's control. The internal financial forecasts also reflect assumptions as to certain business decisions that are subject to change. In addition, the internal financial forecasts are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than forecasted.

            GTEC has made publicly available its actual results of operations for the fiscal year and quarter ended December 31, 2010, and its revenue and diluted earnings per share guidance for the full year ending December 31, 2011 (the "2011 Projections"). You should review the Company's Current Report on Form 8-K dated February 24, 2011 to obtain this information. The 2011 Projections were also presented to Parent and Cowen. In addition, GTEC elected to provide Parent and Cowen with its internal financial forecasts, which contains assumptions that differ from the assumptions underlying GTEC's 2011 Projections.

            To maximize stockholder value, GTEC's senior management strives to outperform its 2011 Projections and to achieve results that are more favorable than its 2011 Projections. Accordingly, GTEC based the internal financial forecasts provided to Parent and Cowen on assumptions that were different and in some cases less conservative than those underlying the 2011 Projections. The material differences were lower unallocated corporate expenses of approximately $1.5 million, lower amortization of intangible assets of approximately $0.5 million, and higher revenue in the Company's FMMS segment in the second half of 2011 resulting in 2011 revenue of $326.4 million, $1.4 million higher than the top end of the revenue guidance range in the 2011 Projections. As a result of these assumptions, the internal financial forecasts reflected diluted earnings per share of $1.45 in 2011, which exceed the $1.23 to $1.33 diluted earnings per share range included in the 2011 Projections. The differences in assumptions were disclosed to Parent and Cowen in connection with the provision of GTEC's internal financial forecasts. Since the internal financial forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. Also, the economic and business environments in which the Company operates can and do change quickly, which adds another level of unpredictability, unreliability and execution risk. In addition, the Company prepared the internal financial forecasts prior to the Board's approval of the Merger Agreement and, accordingly, they do not reflect the effects of the Merger or the Merger Agreement, which may cause results to differ materially. Accordingly, the Company's stockholders are cautioned not to place undue, if any, reliance on the financial forecasts.

            The internal financial forecasts provided to Parent and Cowen were prepared for internal use and not with a view toward public disclosure or toward complying with generally accepted accounting principles in the United States, or GAAP, the published guidelines of the SEC regarding forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The internal financial forecasts were prepared by, and are the responsibility of, the Company's management. Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the internal financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such forecasts or their achievability, nor do they assume responsibility for or accept any association with, such forecasts. Furthermore, the internal financial forecasts do not take into account any circumstances or events occurring after the date they were prepared that were unforeseen by our management at the time of preparation.

            None of the Company or its affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the internal financial forecasts or that forecasted results will be achieved.

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            A summary of the internal financial forecast information is provided below and is not being included in this Schedule 14D-9 to influence a Company stockholder's decision whether to tender Shares in the Offer. This summary of internal financial forecast information should be evaluated, if at all, in conjunction with the Company's historical financial statements and other information regarding the Company contained elsewhere in this Schedule 14D-9 and the Company's public filings with the SEC.

            THE COMPANY DOES NOT INTEND TO, AND DOES NOT UNDERTAKE ANY OBLIGATION TO, UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, SUCH FORECASTS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION THEREOF, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE SHOWN TO BE IN ERROR OR CHANGE, EXCEPT AS REQUIRED BY LAW.

(c)  Intent to Tender

            To the Company's knowledge, after making reasonable inquiry, all of the Company's executive officers, directors and affiliates currently intend to tender or cause to be tendered all Shares held of record or beneficially by them pursuant to the Offer (other than Shares as to which such holder does not have discretionary authority and Shares, if any, that if tendered would cause him to incur liability under the short-swing profits provisions of the Exchange Act) and, if necessary, to vote such shares in favor of the adoption of the Merger Agreement. As described under "Item 3. Past Contacts Transactions, Negotiations and Agreements—Arrangements with Affiliates of Ares" above, the

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Tendering Stockholder has agreed, among other things, to tender all Shares held by it on the date of the Tender Agreement, or acquired after that date, to the Purchaser in the Offer and, if a stockholder vote is conducted with respect to the Merger, to vote such Shares in favor of the Merger. Based on information provided by the Tendering Stockholder, an aggregate of 3,803,274 Shares, representing approximately 39% of the outstanding Shares (calculated on a fully diluted basis in the same manner as the Minimum Tender Condition (as defined in the Merger Agreement)) as of March 1, 2011, will be tendered by the Tendering Stockholder in the Offer.

            The foregoing does not include any Common Stock over which, or with respect to which, any such executive officers and directors act in a fiduciary or representative capacity or is subject to the instructions of a third party with respect to such tender.

Item 5. Person/Assets, Retained, Employed, Compensated or Used

Cowen and Company, LLC

            Under the Cowen Engagement Letter (see Item 4 of this Schedule 14D-9), if the Offer is consummated, Cowen will thereupon become entitled to receive a transaction fee of approximately $3.8 million. Cowen became entitled, under the Cowen Engagement Letter, to a fee for rendering the Cowen Opinion, without regard to whether or not the Transaction is consummated, and the amount of such fee ($500,000) will be credited against the transaction fee, as will the retainer fee ($50,000) that Cowen received upon the initial execution of the Cowen Engagement Letter. Under the Cowen Engagement Letter, if Cowen is requested by the GTEC Board to render any further opinions as to the fairness, from a financial point of view, of the consideration to be received by the holders of Common Stock in connection with any transaction to which Cowen's engagement applies, Cowen will be entitled to a fee to be mutually agreed upon, which will not be credited against any other fees payable under the Cowen Engagement Letter. If, following or in connection with any termination, abandonment or failure to occur of the Transaction, the Company is entitled to receive a termination or similar fee (including any judgment for damages or settlement of any dispute as a result of such termination, abandonment or failure to occur), Cowen is entitled to receive 20% of the aggregate amount received by the Company. The Company has also agreed to reimburse Cowen for its out-of-pocket expenses, including attorneys' fees, up to a specified limit, and has agreed to indemnify Cowen against certain liabilities, including liabilities under the federal securities laws, incurred in connection with its engagement under the Cowen Engagement Letter. The terms of the fee arrangement with Cowen, which are customary in transactions of this nature, were negotiated at arm's length between the Company and Cowen, and the GTEC Board was aware of the arrangement, including the fact that a significant portion of the fee payable to Cowen is contingent upon the completion of the Offer, in requesting the Cowen Opinion. For additional information regarding Cowen's prior relationship to the Company, see Item 4 of this Schedule 14D-9.

Item 6. Interest in Securities of the Subject Company

            Other than as set forth below, no transactions in the Common Stock have been effected during the past 60 days prior to the date of this Schedule 14D-9 by the Company or, to the best of the Company's knowledge, by any executive officer, director, affiliate or subsidiary of the Company.

(a)       Annual Equity Grants

            On January 5, 2011, in conjunction with the annual equity grants to Company employees and directors, the Compensation Committee of the GTEC Board tentatively approved the issuance of (1) Company Options to certain executive officers for the purchase of an aggregate of 39,000 shares of Common Stock and (2) 97,000 Company RSAs to members of the GTEC Board and the Company's Chief Executive Officer and Chief Financial Officer. Following the meeting, the Compensation Committee sought additional information, including market compensation of Chief Executive Officers

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and Chief Financial Officers of peer companies, final tables containing the related grant information, and input from other directors. Following receipt of this information, the Compensation Committee formally approved the grants on January 28, 2011. Pursuant to the terms of the Company's Equity Award Grant Policy, all annual equity grants to the Company's employees and other directors shall be made effective as of the third trading day following the date that the Company releases its annual financial results. As a result, the grant date for these grants was March 1, 2011.

(b)       Vesting of Equity Awards

Item 7. Purposes of the Transaction and Plans or Proposals

            (a) Except as indicated in Items 3 and 4 above, no negotiations are being undertaken or are underway by the Company in response to the Offer which relate to a tender offer or other acquisition of the Company's securities by the Company, any subsidiary of the Company or any other person.

            (b) Except as indicated in Items 3 and 4 above, no negotiations are being undertaken or are underway by the Company in response to the Offer that relate to, or would result in, (1) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company, (2) any purchase, sale or transfer of a material amount of assets by the Company or any subsidiary of the Company or (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

            (c) Except as indicated in Items 3 and 4 above, there are no transactions, resolutions of the GTEC Board, agreements in principle or signed contracts in response to the Offer that relate to or would result in one or more of the matters referred to in this Item 7.

Item 8. Additional Information

(i) Information Statement

            The Information Statement attached as Annex I hereto is being furnished in connection with the possible designation by Parent or the Purchaser, pursuant to the Merger Agreement, of certain persons to the GTEC Board. Such persons, if appointed, will constitute a majority of the GTEC Board.

(ii) Top-Up Option

            Under the Merger Agreement, the Company granted to the Purchaser an irrevocable option (the "Top-Up Option"), which shall be exercised after the Purchaser and the Parent acquire a majority of the

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Company's outstanding Shares pursuant to the Offer, to purchase from the Company at a price per share equal to the Per Share Amount that number of newly-issued Shares equal to the number of Shares that, when added to the number of Shares owned by the Parent at the time of exercise of the Top-Up Option, constitutes at least one Share more than 90% of the Purchaser or any other subsidiary of Parent Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option.

            The Top-Up Option will be exercised during the five business day period following (1) the time at which the Shares are first accepted for payment pursuant to the Offer or (2) the expiration of any subsequent offer period, if any subsequent offer period is provided.

            The aggregate purchase price payable for the Shares acquired upon exercise of the Top-Up Option is to be determined by multiplying the number of such Shares by the Offer Price, without interest. The purchase price may be paid by Purchaser, at its election, either (A) entirely in cash or (B) by paying in cash an amount equal to not less than the aggregate par value of the Shares and by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the purchase price. Any promissory note shall be fully secured by the Shares (to the extent not prohibited by applicable Law), will be full recourse against Parent and Purchaser, will bear interest at the rate of three percent (3%) per annum, will mature on the first (1st) anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty.

(iii) Vote Required to Approve the Merger and DGCL Section 253

            The GTEC Board has approved the Offer, the Merger and the Merger Agreement in accordance with the DGCL. Under Section 253 of the DGCL, if the Purchaser acquires at least 90% of the outstanding shares of Common Stock, pursuant to the Offer or otherwise, including the issuance by the Company of shares of Common Stock upon the exercise by the Purchaser of the Top-Up Option, the Purchaser will be able to effect the Merger after consummation of the Offer without a vote by the Company's stockholders. If the Purchaser acquires, pursuant to the Offer or otherwise, less than 90% of the outstanding shares of Common Stock, the affirmative vote of the holders of a majority of the outstanding shares of Common Stock for the adoption of the Merger Agreement will be required under the DGCL to effect the Merger.

(iv) State Takeover Laws

            The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a "business combination" (defined to include mergers and certain other actions) with an "interested stockholder" (including a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock) for a period of three years following the date such person became an "interested stockholder" unless, among other things, the "business combination" is approved by the board of directors of such corporation before such person became an "interested stockholder." Pursuant to the Charter, the Company has opted out of Section 203 of the DGCL and therefore Section 203 of the DGCL will not apply to Parent or the Purchaser or with respect to or as a result of the Offer, the Merger, or the transactions contemplated by the Merger Agreement.

(v) Antitrust Review

            Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the related rules and regulations that have been issued by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated until specified information and documentary material has been furnished for review by the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") and specified waiting period requirements have been

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satisfied. These requirements apply to the Purchaser's acquisition of the Common Stock in the Offer and the Merger.

            Under the HSR Act, the purchase of Common Stock in the Offer may not be completed until the expiration of an applicable waiting period following the filing by the Purchaser and the Company of certain required information and documentary material concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division or extended by a request for additional information or documentary material prior to that time. Parent and the Company filed Premerger Notification and Report Forms under the HSR Act with the FTC and the Antitrust Division in connection with the Purchaser's purchase of Common Stock in the Offer and the Merger on February 25, 2011, and the required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on March 28, 2011, unless earlier terminated by the FTC and the Antitrust Division, or unless Parent and the Company receive a request for additional information and documentary material prior to that time. If, prior to the end of the applicable waiting period, either the FTC or the Antitrust Division issues a request for additional information and documentary material from Parent or the Company, the waiting period with respect to the Offer and the Merger would be extended for an additional period of 30 calendar days, subject to the expiration rules regarding weekends and federal holidays, following the date of Parent's of the Company's substantial compliance with that request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the rules issued under the HSR Act. After that time, the waiting period may be extended only by court order or with Parent's consent. The FTC or the Antitrust Division may terminate the additional 30 calendar day waiting period before its expiration. In practice, complying with a request for additional information and documentary material can take a significant period of time.

            The FTC and the Antitrust Division may scrutinize the legality under the antitrust laws of the United States of transactions such as the Purchaser's acquisition of Common Stock in the Offer and the Merger. At any time before or after the purchase of Common Stock by the Purchaser, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Common Stock in the Offer and the Merger, the divestiture of Common Stock purchased in the Offer or the divestiture of substantial assets of Parent, the Company or any of their respective subsidiaries or affiliates. Private parties as well as state attorneys general may also bring legal actions under the antitrust laws under certain circumstances.

(vi) Appraisal Rights

            The Company's stockholders do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, under Section 262 of the DGCL, any holder of Common Stock at the Effective Time (a "Remaining Stockholder") who has not tendered his or her shares of Common Stock in the Offer or voted in favor of the Merger or consented thereto in writing has the right to seek an appraisal and be paid the "fair value" of its Common Stock at the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash, provided that such holder complies with the provisions of Section 262 of the DGCL. At the Effective Time, any shares subject to appraisal rights will no longer be outstanding and will automatically become canceled and cease to exist, and any Remaining Stockholder will have no rights except to receive the fair value for the shares in accordance with Section 262 of the DGCL.

            A Remaining Stockholder may, under certain circumstances by following procedures prescribed by the DGCL, exercise appraisal rights to receive cash in an amount equal to the "fair value" of such Remaining Stockholder's shares of Common Stock as to which such Remaining Stockholder has exercised such appraisal rights ("Dissenting Shares"). Such "fair value" will exclude any element of value arising from the accomplishment or expectation of the Merger. A Remaining Stockholder must

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follow the appropriate procedures under the DGCL, or suffer the termination or waiver of such appraisal. If the appraisal rights are terminated or waived, the Remaining Stockholder will receive cash in an amount equal to the Per Share Amount. For a description of appraisal rights under the DGCL and the methods of perfecting such rights, please see Annex III hereto. Appraisal rights will not be available unless and until the Merger (or a similar business combination) is consummated.

            Failure to take any required step in connection with the exercise of appraisal rights may result in the termination or waiver of such rights.

            APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS COMPLETED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

            STOCKHOLDERS WHO SELL COMMON STOCK IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR.

(vii) Additional Information

            Statements in this Schedule 14D-9 other than historical data and information constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause the Company's actual results, performance, achievements or industry results to differ materially from the results, performance or achievements expressed or implied by such forward-looking statements. Some of these risk factors include, but are not limited to, the risk factors discussed in GTEC's Annual Report on Form 10-K, and such other filings that GTEC makes with the Commission from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements speak only as of the date hereof and GTEC undertakes no obligation to update such forward-looking statements in the future except as required by law.

            For additional information regarding the business and financial results of the Company, please see the following documents that have been filed by the Company with the SEC, each of which is incorporated herein by reference:

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the Company's Annual Report on Form 10-K for the year ended December 31, 2009;



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the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;



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the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010;



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the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010;

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the Company's Current Report on Form 8-K dated October 1, 2010 and filed October 7, 2010, as amended by a Current Report on Form 8-K/A filed on December 14, 2010



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the Company's Current Report on Form 8-K dated December 10, 2010 and filed December 14, 2010; and



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the Company's Current Report on Form 8-K dated December 17, 2010 and filed December 21, 2010, as amended by a Current Report on Form 8-K/A filed on March 4, 2011.

Item 9. Exhibits

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SIGNATURE

            After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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ANNEX I

GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.
1501 FARM CREDIT DRIVE, SUITE 2300
MCLEAN, VA 22102
703-738-2840

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

            This Information Statement is being mailed on or about March 7, 2011 to holders of record of common stock, par value $0.01 per share (the "Common Stock" or the "Shares"), of Global Defense Technology & Systems, Inc., a Delaware corporation ("GTEC" or the "Company"), in connection with the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") of GTEC. The Schedule 14D-9 pertains to the tender offer by Sentinel Acquisition Corporation, a Delaware corporation (the "Purchaser") and direct, wholly owned subsidiary of Sentinel Acquisition Holdings Inc., a Delaware corporation ("Parent"), for all of the issued and outstanding shares of Common Stock. Parent and Purchaser are affiliates of Ares Corporate Opportunities Fund III, L.P. and Ares Management LLC, a global alternative asset manager and SEC-registered investment adviser with approximately $39 billion of committed capital under management and approximately 360 employees as of December 31, 2010 ("Ares Management"). Capitalized terms used but not defined herein are used with the meanings set forth in the Schedule 14D-9. Unless the context indicates otherwise, in this Information Statement we use the terms "the Company," "us," "we" and "our" to refer to GTEC. You are receiving this Information Statement because, pursuant to the agreement and plan of merger, dated as of March 2, 2011, among GTEC, Parent and the Purchaser (the "Merger Agreement"), Parent may gain and exercise the right to designate persons to be elected to a majority of seats on GTEC's Board of Directors (the "GTEC Board").

            Pursuant to the Merger Agreement, Purchaser commenced a cash tender offer on March 7, 2011 to purchase all of the issued and outstanding Shares at a purchase price of $24.25 per Share (the "Per Share Amount"), net to the seller in cash, without interest thereon and less required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 7, 2011 (as it may be amended and supplemented from time to time, the "Offer to Purchase") and the related letter of transmittal (as it may be amended and supplemented from time to time (the "Letter of Transmittal")). We refer to the offer reflected by such Offer to Purchase and Letter of Transmittal, together with any amendments or supplements thereto, as the "Offer." Unless extended in accordance with the terms and conditions of the Merger Agreement, the Offer is scheduled to expire at 11:59 p.m., New York City time, on Friday, April 1, 2011, at which time, if all conditions to the Offer have been satisfied or waived, Purchaser will purchase all shares of Common Stock validly tendered and not properly withdrawn. Copies of the Offer to Purchase and Letter of Transmittal have been mailed with the Schedule 14D-9 to the Company's stockholders and are filed as exhibits to the Schedule 14D-9 filed by us with the Securities and Exchange Commission ("SEC") on March 7, 2011.

            The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation and a direct, wholly owned subsidiary of Parent. Each Share outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than Shares owned by Parent, the Purchaser or the Company, all of which will be canceled and cease to exist, and any Shares held by stockholders who validly exercise appraisal rights under Delaware law) will be converted in the Merger into the right to receive the Per Share Amount.

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            Under the Merger Agreement, promptly upon the acceptance for payment of any shares of Common Stock by Parent or the Purchaser or any of their affiliates pursuant to and in accordance with the terms of the Offer and from time to time thereafter, Parent or the Purchaser shall be entitled to designate such number of directors to the GTEC Board, rounded up to the nearest whole number, that is the product of (1) the total number of directors on the GTEC Board and (2) the percentage of outstanding Common Stock that the Purchaser owns; provided, that until the Effective Time, the GTEC Board must have at least three independent directors (as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). As a result, Parent will have the ability to designate at least a majority of the GTEC Board following consummation of the Offer. Notwithstanding the foregoing, these board representation rights are subject to obtaining any and all required approvals under the Security Control Agreement, dated as of September 16, 2010, between Global Strategies Group Holding, S.A. ("GLOBAL") and certain of its affiliates, GTEC and the United States Department of Defense.

            In the event that Parent's designees are elected or designated to the GTEC Board, then, until the Effective Time, GTEC will cause the GTEC Board to have at least three directors who were members of the GTEC Board as of the date of the Merger Agreement and are independent directors for purposes of the continued listing requirements of The NASDAQ Global Market.

            This Information Statement is required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in connection with the appointment of Parent's designees to the GTEC Board.

            You are urged to read this Information Statement carefully. You are not, however, required to take any action.

            The information contained in this Information Statement (including information incorporated herein by reference) concerning Parent, the Purchaser and Parent's designees has been furnished to us by Parent, and we assume no responsibility for the accuracy or completeness of such information.

CERTAIN INFORMATION CONCERNING GTEC

            Our authorized capital stock consists of 90,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share. As of March 1, 2011, there were 9,243,812 shares of Common Stock outstanding and no shares of preferred stock outstanding. Each share of our Common Stock entitles the holder thereof to one vote on each matter submitted to a vote of the stockholders.

PARENT DESIGNEES

Information with Respect to the Designees

            As of the date of this Information Statement, Parent has not determined who will be its designees to the GTEC Board. However, its designees will be selected from the list of potential designees provided below (the "Potential Designees"). The Potential Designees have consented to serve as directors of the Company if so designated. None of the Potential Designees currently is a director of, or holds any position with, the Company. Parent has informed the Company that, to its knowledge, none of the Potential Designees beneficially owns any equity securities or rights to acquire any equity securities of the Company, has a familial relationship with any director or executive officer of the Company or has been involved in any transactions with the Company or any of its directors, executive officers or affiliates that are required to be disclosed pursuant to the rules and regulations of the SEC.

            Parent has advised GTEC that, to the best knowledge of Parent and the Purchaser:

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none of the Potential Designees is currently a director of, or holds any position with, GTEC or has a familial relationship with any directors or executive officers of GTEC;

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none of the Potential Designees beneficially owns or has any right to acquire, directly or indirectly, any Shares and, since January 1, 2010, none have been involved in any transactions with GTEC or any of its directors, executive officers or affiliates that would be required to be disclosed pursuant to the rules and regulations of the SEC;



•

none of the Potential Designees has, during the past ten years, (i) filed, or had filed against him or her, a petition under the federal bankruptcy laws or any state insolvency law, or had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years of the date of this Information Statement, or any corporation or business association of which such person was an executive officer within two years of the date of this Information Statement; (ii) been convicted in a criminal proceeding or been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been the subject of any order, judgment or decree of any court of competent jurisdiction, or of any U.S. federal or state authority, permanently or temporarily enjoining such person from, or otherwise limiting such person's ability to, become a member of any profession, engage in any type of business practice or engage in any activity in connection with the purchase or sale or any security or commodity or in connection with any violation of U.S. federal or state securities laws or federal commodities laws, or to be associated with persons engaged in any such activities; (iv) been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any U.S. federal or state securities law; (v) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law; (vi) been the subject of, or a party to, any U.S. federal or state judicial or administrative order, judgment, decree or finding relating to an alleged violation of (A) any U.S. federal or state securities or commodities law or regulation, (B) any law or regulation respecting financial institutions or insurance companies or (C) any law or regulation prohibiting mail or wire fraud in connection with any business entity; or (vii) been the subject of, or a party to, any sanction or order of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member; and



•

there are no material pending legal proceedings to which any of the Potential Designees is a party adverse to, or in which any of the Potential Designees has a material interest adverse to, Parent or GTEC or any of its subsidiaries.

List of Potential Designees

            The following sets forth the name, age, present principal occupation or employment and past material occupations, positions, offices or employment for at least the past five years for each Potential Designee. The current business address of each person is 2000 Avenue of the Stars, 12th Floor, Los

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Angeles, CA 90067 and the telephone number at such principal executive offices is (310) 201-4100. Each Potential Designee is a citizen of the United States of America.

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DIRECTORS AND EXECUTIVE OFFICERS OF GTEC

            Set forth below are the name, age and position of each of our directors and executive officers as of March 1, 2011.

            John Hillen has been our President and Chief Executive Officer since August 2008 and a member of our board of directors since January 2008. Prior to joining us, from January 2007 to August 2008, Dr. Hillen was President of Global Strategies Group (USA) LLC, an affiliate of Global Strategies Group (GLOBAL), which is controlled by Damian Perl, one of our directors. From 2005 to 2007, Dr. Hillen served as U.S. Assistant Secretary of State for Political-Military Affairs. Prior to this, Dr. Hillen was President of what is now CGI Federal Inc., a federal IT services company that is a subsidiary of CGI Inc (NYSE: GIB), a Canadian IT services firm. Prior to that Dr. Hillen led the defense and intelligence business at American Management Systems, Inc. (NASDAQ: AMSY), which was sold to CACI International, Inc. in 2004. From 2000 to 2002, Dr. Hillen served as a Vice President and then Chief Operating Officer of Island ECN Inc., a $160 million capital markets firm. Prior to joining Island ECN Inc., Dr. Hillen spent 12 years as an officer in the U.S. Army in both conventional and special operations units and has been decorated for his actions in combat. Dr. Hillen currently serves as a trustee at several non-profit institutions, and is a director of Oceus Networks Inc. Dr. Hillen also serves on the federal advisory commission for the U.S. Navy, having been appointed to that position by the Secretary of Defense in 2007. Dr. Hillen received a B.A. in Policy Studies/History from Duke University, an M.A. degree in Defense Studies from King's College, London University, a D.Phil. in International Relations from Oxford University and a Master's of Business Administration, or MBA, from Cornell University. Dr. Hillen is the author of several books and numerous journal articles on military and security affairs.

            Joseph M. Cormier has been our Executive Vice President and Chief Financial Officer since October 1, 2010. Prior to that, he served as our Senior Vice President, Finance beginning in January 2010. From 2005 to 2010, Mr. Cormier was a corporate officer of ManTech International Corporation and was most recently Senior Vice President, Corporate Development since January 2009. Prior to ManTech, Mr. Cormier was Vice President, Corporate Development of DigitalNet Holdings from July 2003 to October 2004, and from 1998 to 2003 was an investment banker at Banc of America Securities LLC. Mr. Cormier received a Bachelor of Arts in Economics & Political Science from Columbia University.

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            Ronald C. Jones became our Executive Vice President, Corporate Strategy and Development as of the closing of our initial public offering in November 2009. Ronald Jones has been a member of the Company's board of directors since February 2007. From March 2006 through November 2009, Ronald Jones served as President, Technology and Systems, for Contego Systems LLC, an affiliate of GLOBAL. Prior to joining Contego Systems LLC, Ronald Jones was Senior Vice President, Strategy and Corporate Development and a director of Gray Hawk Systems, Inc. from 2003 to 2006. From 1995 to 2003, Ronald Jones served as Senior Vice President, Corporate Strategy and Development for Veridian Corporation. From 2004 to 2005, Ronald Jones served on the board of the Infodata Corporation. Ronald Jones received a B.S. in Engineering from the U.S. Naval Academy and an MBA from the University of Pennsylvania, Wharton School of Business. Ronald Jones also served as a commissioned officer in the U.S. Marine Corps.

            Michael Weixel has been our Senior Vice President, Contracts and Administration since January 2009. From 2007 to 2009, Mr. Weixel served as Vice President, Contracts of Global Strategies Group (Integrated Security) Inc., an affiliate of GLOBAL. From 1977 to 2007, Mr. Weixel held senior management positions at several companies, including ManTech International Corporation, Gray Hawk Systems, Inc. and Lockheed Martin Corporation. Mr. Weixel received a B.S. in Government from the College of William & Mary and an MBA in Logistics, Operations, and Material Management from George Washington University.

            Kirk Herdman has been our Senior Vice President, Business Operations and Development since June 2009. Prior to this, and since 2005, Mr. Herdman served as Senior Vice President, for Defense and Space Programs at Wyle Information Systems Inc. From 1988 to 2004, Mr. Herdman served in various positions at Gray Hawk Systems, Inc. and General Dynamics Corporation (formerly Veridian Corporation) including Vice President for Defense Business Development, Vice President of Sales & Marketing for Veridian Corporation's engineering Applied Technology Group (ATG) and Director of Veridian Engineering's San Diego, CA office. Mr. Herdman received a B.S. in Applied Mathematics from Virginia Polytechnic Institute and State University (Virginia Tech) and is a graduate of the University of Virginia's Darden Business School Executive Training Program on Leadership Change.

            Alexander Drew has been President of the Intelligence Solutions division (The Analysis Corp.), a wholly-owned, indirect subsidiary of the Company, since January 2009. From June 2005 to December 2008, Mr. Drew served as Vice President-Intelligence Operations with IS. In 2001, Mr. Drew was recalled to active duty and counterterrorism exercises for NATO and the Department of Defense's Joint Staff J2 (Intelligence). Mr. Drew served as Senior Watch Officer for the National Counterterrorism Center (NCTC) and was the representative from the Defense Intelligence Agency's Joint Intelligence Task Force for Combating Terrorism (JITF-CT) to help establish NCTC's Operations Center until his retirement in May 2005. From 1996 to 2001, Mr. Drew was Senior Vice President and General Counsel of EDGE Tech Corporation, and from 1992 to 1996, was an associate at the law firm of Akin, Gump, Strauss, Hauer and Feld LLP. Mr. Drew served in the U.S. Navy, retiring with the rank of Captain. Mr. Drew received a B.S. in Physics from Miami University of Ohio and a J.D. from the Catholic University, Columbus School of Law.

            Timothy Jones has been our Senior Vice President and General Manager of Defense Engineering since April 2010. From February 2009 to April 2010, Timothy Jones served as Vice President and General Manager of Defense Engineering. From 2008 to 2009, Timothy Jones was Deputy General Manager, and from 2005 to 2008, Timothy Jones served as Senior Program Manager and Director of Finance. Prior to 2005, Timothy Jones was a Senior Vice President of the Delmarva Foundation for Medical Care, Inc. Timothy Jones received a B.S. in Economics and an MBA from Virginia Polytechnic Institute and State University (Virginia Tech).

            John J. Devine has been a director since March 2007. Mr. Devine is a founding partner and President of The Arkin Group LLC since May 2000. Prior to this, Mr. Devine completed a

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distinguished career of more than thirty years with the Central Intelligence Agency, serving as both Acting Director and Associate Director of the Agency's foreign operations from 1993 to 1995 and from 1995 to 1998 as the senior CIA representative in Great Britain. Mr. Devine also served as the leader of the Agency's Latin American Division, Counternarcotics Center and Afghan Task Force. Mr. Devine is a member of the Council on Foreign Relations and serves on the boards of CyberCore Technologies LLC and Global Strategies Group (Integrated Security) Inc., an affiliate of GLOBAL. Mr. Devine received a B.S. in Social Sciences from West Chester University and an M.A. in Political Science from Villanova University.

            Jacques Gansler has served as a director since March 2007. Since 2001, Dr. Gansler has been a Professor at the University of Maryland. From 1997 to 2001, Dr. Gansler served as the Under Secretary of Defense for Acquisition, Technology and Logistics for the Department of Defense. Prior to this, Dr. Gansler served as the Executive Vice President and a Director for TASC Incorporated. From 1972 to 1977, Dr. Gansler served as Deputy Assistant Secretary of Defense (Material Acquisition) and Assistant Director of Defense Research and Engineering (Electronics). Dr. Gansler is a member of the Defense Science Board, The National Academy of Engineering, Comptroller General's Advisory Board for the U.S. Government Accountability Office; and a member of the board of directors of iRobot Corporation where he also serves as chair of the nominating and governance committee. Dr. Gansler also serves on the advisory boards of Israel Aircraft Industries (North America), Ltd., Computer Science Corporation, SafeLife Corporation (formerly Triosyn Corporation) and Lockheed Martin Corporation, Space and Integrated Systems Sector and chairs the National Security Advisory Panel, University of Maryland. Dr. Gansler received a B.E. in Electrical Engineering from Yale University, an M.A. in Political Economy from New School for Social Research, an M.E. in Electrical Engineering from Northeastern University and a Ph.D. in Economics from American University.

            Damian Perl has served as a director since April 2009. Mr. Perl is the founder, Chairman and Chief Executive Officer of GLOBAL, which was established in 1998. Prior to 1998 and for a period of a year, Mr. Perl worked on a consultancy basis in the risk management field for industry clients drawn from the energy and mining sectors. Prior to this, Mr. Perl served in the British military both in the Royal Marines Commandos and in Special Forces, and was involved in counter-insurgency operations in Africa and the Balkans. He also advised foreign governments on counter-terrorism, working with indigenous security services and linking civil and military security interests. Mr. Perl is a member of the SAS Regimental Association and the Royal African Society. Mr. Perl received a B.A. degree in Physiology and Biomechanics from Brunel University, London, United Kingdom.

            Eric S. Rangen has been a director since December 2009 and serves as the Audit Committee Chairperson. Mr. Rangen has been the Senior Vice President and Chief Accounting Officer of UnitedHealth Group since December 2006. Before joining UnitedHealth Group in 2006, Mr. Rangen served in several capacities, including Executive Vice President and Chief Financial Officer of Alliant Techsystems, Inc. and as an accountant with Deloitte & Touche LLP where he was a Partner from 1994 - 2001. Mr. Rangen is a member of the board of directors of Flexsteel Industries, Inc., where he also serves as chair of the audit and ethics committee. He is also a member of the board of directors of the Boys & Girls Club of the Twin Cities, Minnesota. Mr. Rangen received a Bachelor of Science in Business Administration Accounting from the University of Minnesota, Minneapolis.

            Thomas Wilson, Vice Admiral, U.S. Navy (Ret.), has served as a director since March 2007 and as Chairperson of the Board since October 2008. From 2002 to 2008, Vice Admiral Wilson was associated with Alliant Techsystems, Inc. (ATK) serving in various senior management positions. Appointed President ATK Missile Systems Company from 2002 - 2003, Vice Admiral Wilson subsequently served as President of the ATK Precision Systems Group from 2003 - 2006 and later as Senior Vice President for Tidewater Operations and Combatant Command Relations. Prior to this, Vice Admiral Wilson served for nearly 34 years in the U.S. Navy, with his last position as Director,

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Defense Intelligence Agency (DIA) from July 1999 to July 2002. In that position, he served concurrently as Manager of the General Defense Intelligence Program overseeing the planning, programming and budgeting functions for military service and combatant command intelligence centers and staffs. Mr. Wilson currently serves on the boards of directors of Global Strategies Group (Integrated Security) Inc., an affiliate of GLOBAL Meggitt Defense Systems, Inc. and Wilcox Research, Inc. He has also served on The Ohio State University Alumni Association Board of Directors and the National Defense Industrial Association Board of Trustees. Mr. Wilson received a B.S. degree from The Ohio State University and a Master's Degree in Management and Human Relations from Webster University.

Director Independence

            The GTEC Board has determined that Dr. Gansler and each of Messrs. Devine, Rangen and Wilson is an "independent director" within the meaning of Rule 5605(a)(2) of The NASDAQ Global Market.

GTEC Board Meetings

            The GTEC Board held 11 meetings during 2010. Each director attended at least 90% of the aggregate number of meetings held by the GTEC Board and of the committees on which such director served during his tenure in 2010. The independent directors meet in regularly scheduled executive sessions at in person meetings of the GTEC Board without the participation of the President and Chief Executive Officer or other members of management. Our corporate governance guidelines provide that it is the responsibility of each director to attend our annual meeting of stockholders. All directors attended our annual meeting of stockholders in 2010.

Committees of the GTEC Board

            The GTEC Board has established a Nominating and Corporate Governance Committee, an Audit Committee and a Compensation Committee and has determined that each of the members of these committees shall be independent under the applicable SEC rules and the listing standards of The NASDAQ Global Market. In addition, each member of the Compensation Committee shall be a non-employee director as defined in Rule 16b-3 under the Exchange Act and an outside director as that term is defined in Section 162(m) of the Internal Revenue Code of 1986 (the "Code"). We also have established a Government Security Committee.

            The current members of these committees are:

Nominating and Corporate Governance Committee

            The Nominating and Corporate Governance Committee consists of Messrs. Devine and Wilson and Dr. Gansler, all of whom were appointed in 2009, with Dr. Gansler serving as Chairperson. The

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Nominating and Corporate Governance Committee held two meetings in 2010. The committee operates under a charter, which is available at http://investor.gtec-inc.com. The Nominating and Corporate Governance Committee assists the GTEC Board in promoting our best interests and the best interests of our stockholders through the implementation of sound corporate governance principles and practices. The specific responsibilities of our Nominating and Corporate Governance Committee include:

•

identifying, reviewing, evaluating and recommending for selection candidates for membership to the GTEC Board;



•

reviewing, evaluating and considering the recommendation for nomination of incumbent members of our board of directors for reelection to the GTEC Board and monitoring the size of our the GTEC Board;



•

evaluating nominations by stockholders of candidates for election to the GTEC Board;



•

reviewing, discussing and reporting to the GTEC Board an assessment of its performance; and



•

determining adherence to our corporate governance documents.

Audit Committee

            The Audit Committee consists of Messrs. Devine, Rangen and Wilson, all of whom were appointed in 2009. The Audit Committee held seven meetings in 2010. Mr. Rangen acts as Chairperson of the Committee and, in the judgment of the GTEC Board, qualifies as an "audit committee financial expert" as defined in the Exchange Act. The committee operates under a charter, which is available at http://investor.gtec-inc.com.

            The Audit Committee discharges the responsibilities of the GTEC Board in monitoring our accounting, financial and other reporting and internal control practices and oversees our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

•

evaluating the performance of our independent registered public accounting firm and determining whether to retain or terminate its services;



•

determining and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services, other than immaterial aggregate amounts of non-audit services as excepted under applicable laws and rules;



•

reviewing and discussing with management and our independent registered public accounting firm the results of the annual audit and the independent registered public accounting firm's review of our quarterly financial statements and annual and quarterly reports;



•

reviewing with management and our independent registered public accounting firm any significant issues that arise regarding accounting principles and financial statement presentation;



•

conferring with management and our independent registered public accounting firm regarding the scope, adequacy and effectiveness of our internal control over financial reporting; and



•

establishing procedures for the receipt, retention and treatment of any complaints we receive regarding accounting, internal control or auditing matters.

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Compensation Committee

            The Compensation Committee consists of Messrs. Wilson and Rangen and Dr. Gansler, with Mr. Wilson serving as Chairperson. The Compensation Committee held five meetings in 2010. The Compensation Committee discharges the responsibilities of the GTEC Board in overseeing our compensation policies, plans and programs and reviews and determines the compensation to be paid to our executive officers and other senior management. The committee operates under a charter, which is available at http://investor.gtec-inc.com. Specific responsibilities of our Compensation Committee include:

•

determining the compensation and other terms of employment of our executive officers and reviewing and approving corporate performance goals and objectives relevant to such compensation;



•

evaluating and recommending to our board of directors the compensation plans and programs advisable for us, and evaluating and recommending the modification or termination of existing plans and programs; and



•

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers.

Government Security Committee

            Pursuant to our Security Control Agreement (the "SCA") with the Department of Defense, the Government Security Committee, which consists of Messrs. Wilson, Devine, Jones and Rangen and Drs. Hillen and Gansler, ensures that, throughout the duration of the SCA, we implement and maintain policies and procedures to safeguard classified information and controlled unclassified information in our possession and that we comply with the SCA, appropriate customer contract provisions regarding security, U.S. government export control laws and regulations and the National Industrial Security Program. The Chairperson of the Government Security Committee is Mr. Devine, and he has designated Dr. Gansler to be Secretary of the committee. The committee held four meetings in 2010.

Compensation Committee Interlocks and Insider Participation

            Messrs. Rangen and Wilson and Dr. Gansler currently serve on the Compensation Committee. None of the current members of the Compensation Committee serves, or has in the past served, as one of our employees or officers. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the GTEC Board or our Compensation Committee.

Identifying Individuals to Stand for Election as Directors

            In selecting the candidates to nominate for election as directors, the GTEC Board's principal qualification is whether an individual has the ability to act in the best interests of the Company and its stockholders. Our corporate governance guidelines provide that the Nominating and Corporate Governance Committee shall endeavor to identify and will nominate individuals to serve on the GTEC Board who have expertise that is useful to the Company and complementary to the background, skills and experience of the other members of the GTEC Board. The Nominating and Corporate Governance Committee's assessment of the composition of the GTEC Board shall include the following considerations: (i) the skills of each member of the GTEC Board, which shall include an analysis of each director's business and management experience, information technology and government contractor industry experience, professional services experience, accounting experience, finance and capital markets experience, and level of understanding of corporate governance regulations and public

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policy matters, (ii) the characteristics of each member of the GTEC Board, which shall include an analysis of each director's ethical and moral standards, leadership abilities, sound business judgment, independence and innovative thought, and (iii) the general composition of the GTEC Board, which shall include an analysis of the diversity, age and public company experience of the directors.

            Director candidates may be nominated by any stockholder of the Company entitled to notice of, and to vote at, any meeting called for the election of directors. Such nomination shall contain the following information to the extent known to the notifying stockholder: (i) the name, age, business address and residence address of each proposed nominee and of the notifying stockholder; (ii) the principal occupation of each proposed nominee; (iii) a representation that the notifying stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) the total number of shares of capital stock and other securities of the Company that are beneficially owned by the notifying stockholder and by the proposed nominee and, if such securities are not owned solely and directly by the notifying stockholder or the proposed nominee, the manner of beneficial ownership (beneficial ownership has the same meaning as provided in Regulation 13D under the Exchange Act; (v) a description of all arrangements or understandings between the notifying stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the notifying stockholder; (vi) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed with the SEC pursuant to Regulation 14A under the Exchange Act had the nominee been nominated, or intended to be nominated, by the GTEC Board; (vii) the consent of each nominee to serve as a director of the Company if so elected; and (viii) a written questionnaire with respect to the background and qualification of each proposed nominee (which questionnaire shall be provided by the Secretary of the Company upon written request) and a written representation and agreement (in form provided by the Secretary of the Company upon written request) that such proposed nominee (A) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how each proposed nominee, if elected as a director of the Company, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Company or (y) any Voting Commitment that could limit or interfere with each proposed nominee's ability to comply, if elected as a director of the Company, with each proposed nominee's fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Company and (C) in each proposed nominee's individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Company, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company. The Company may request any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the qualifications of the proposed nominee to serve as a director of the Company, including any information required to be provided to the Department of Defense pursuant to the terms of the SCA.

            A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to the procedures described above shall be true and correct as of the record date for the meeting and as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be received by the Secretary of the Company not later than seven days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than 10 days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned

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or postponed) (in the case of the update and supplement required to be made as of 15 days prior to the meeting or any adjournment or postponement thereof). The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders in the same manner as it evaluates director candidates recommended by our directors, management or employees.

            The Company does not pay any third parties to assist in the solicitation, selection or evaluation of director candidates.

Communications with the Board of Directors

            Any stockholder of the Company or any other interested party may communicate with the GTEC Board as a whole, the non-employee directors of the GTEC Board as a group, the Chairperson of the Board and/or any individual director by sending the communication to the Company's corporate offices at 1501 Farm Credit Drive, Suite 2300, McLean, VA 22102-5011, care of the Secretary of the Company. All such communications should identify the party to whom they are being sent. Any communication which indicates it is for the GTEC Board or fails to identify a particular director will be deemed to be a communication intended for the Chairperson of the Board. The Secretary of the Company will promptly forward to the appropriate director all communications he or she receives for the GTEC Board or any individual director which relate to the Company's business, operations, financial condition, management, employees or similar matters. The Secretary of the Company will not forward to any director any advertising, solicitation or similar materials.

Board Leadership Structure

            The GTEC Board operates under a governance structure in which the Chairperson of the Board and Chief Executive Officer are separate positions held by different individuals. Having the GTEC Board operate under the leadership and direction of someone independent from management provides the GTEC Board with the most appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the company. The GTEC Board believes that one of the most important attributes for the GTEC Board is independence from management and that belief has been reflected in the separation of the chairperson and CEO roles.

Risk Management Oversight

            Much attention has recently been given to the subject of risk and how companies assess and manage risks. Senior management is responsible for assessing and managing the Company's various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies. The GTEC Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company's approach to risk management. Although the GTEC Board has delegated to our Audit Committee responsibility for overseeing our risks and exposures on an ongoing basis, the entire GTEC Board receives regular updates from management on the continued viability of our business plan, market conditions, capital position and business results. The GTEC Board reviews that information, together with our quarterly and annual financial statements and short- and long-term business prospects, to assess the risks that we may encounter and to establish appropriate direction to avoid or minimize the potential impact of the identified risks. Some of the details that are discussed as part of the GTEC Board's review of potential risks facing us include, without limitation: (i) the impact of market conditions on our business; (ii) liquidity and credit risks, including our ability to access capital to run and grow our business and our overall cost of capital and the impact on our profitability; (iii) investment risks related to possible acquisitions; (iv) regulatory risks that may impact our profitability; and (v) general risks inherent in our industry. As a result, the GTEC Board's role in risk oversight of the Company is consistent with the Company's leadership structure, with the CEO's and other members of senior management's having responsibility for assessing and managing the

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Company's risk exposure and with the GTEC Board's and its committees' providing oversight in connection with those efforts.

Review, Approval or Ratification of Transactions with Related Persons

            The Audit Committee is charged with monitoring and reviewing related party transactions. The Audit Committee has adopted a written policy for reviewing the material facts of any transactions with related parties and either approving or disapproving the entry into such transactions. In determining whether to approve a related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party's interest in the transaction, (ii) whether the transaction would impair the independence of a director, (iii) whether the transaction would present an improper conflict of interest for the related party and (iv) whether the transaction requires public disclosure and the anticipated public perception of the public disclosure.

Transactions with Related Persons

Services to GLOBAL and its affiliates

            Global Strategies Group (North America) Inc., a wholly owned subsidiary of the Company ("GNA"), provided payroll and benefits administration services to Global Strategies Group (Integrated Security), Inc., an entity controlled by GLOBAL ("GIS"), through June 30, 2010. The agreement expired in July 2010. At December 31, 2010, GIS owed GNA $0.2 million for medical claims incurred in 2010.

Contracting Relationships

Subcontracting and support services provided to GIS by GNA

            In 2008, we entered into a subcontracting agreement with GIS, pursuant to which we provide command and control and intelligence services to GIS. The agreement is set to expire on June 30, 2011. Revenue for all services to GIS for the year ended December 31, 2010 was $1.6 million.

Subcontracting services provided to Global Strategies Group (Middle East) FZE by GNA

            During 2010, GNA provided sales, support and consulting services to Global Strategies Group (Middle East) FZE, an entity controlled by GLOBAL ("GAE"). Revenue for subcontracting services to GAE for the year ended December 31, 2010 was less than $0.1 million.

            On June 24, 2009, GNA entered into a preferred supplier services framework agreement with GAE. Under the agreement, we have granted GAE a right of first refusal to perform on any subcontracts where GNA is the prime contractor for services related to defense and security, as set forth in the agreement, performed outside of the United States. To date, no subcontracting agreements have been entered into pursuant to this agreement.

Trademark License

            We have entered into a trademark license agreement, dated September 29, 2009, with GLOBAL whereby we have been granted a non-exclusive worldwide license to use the GLOBAL name and logo. We will pay royalties of $1 to GLOBAL in relation to our use of the GLOBAL name and logo. The agreement can be terminated by GLOBAL upon 12 months prior written notice. Upon consummation of the Offer, the agreement will be terminated.

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Registration Rights

            Contego Systems LLC and Ronald C. Jones have registration rights with respect to the Shares they hold. According to the terms of a registration rights agreement, Contego Systems LLC is entitled to demand, piggyback and shelf registration rights and Ronald Jones is entitled to piggyback registration rights.

Section 16(a) Beneficial Ownership Reporting Compliance

            Our directors, executive officers and any persons who beneficially own more than 10% of our Shares are required by Section 16(a) of the Exchange Act to file reports of initial ownership and changes of ownership of our Shares with the SEC. To our best knowledge, based solely on review of copies of such reports furnished to us and written representations furnished to us by our directors and executive officers, there were no failures to file or timely file such required reports during 2010 by any of our directors or executive officers, except that, on March 9, 2010 and March 10, 2010, Kirk Herdman purchased 2,000 Shares and 1,000 Shares, respectively, and reported the transactions in a late Form 4 filing on March 15, 2010.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Our Executive Compensation Philosophy

            Our compensation program and policies are designed to attract, motivate and retain executives of outstanding ability in order to achieve our full growth potential and maximize the return to our stockholders.

            The primary objectives of our executive compensation program are to:

•

attract and retain talent;



•

provide total direct compensation opportunities that are competitive with opportunities provided to executives of comparable companies at comparable levels of performance;



•

ensure that our executives' total compensation levels are correlated to both our short-term and long-term financial performance in areas such as revenue, net income and operating efficiency, which we believe are then reflected in increased stockholder value over time;



•

focus and motivate executives on the achievement of objectives at the individual, business-unit and company-wide levels; and



•

reward executives in accordance with their relative contributions to achieving strategic milestones and advancing key mission-related objectives.

To achieve these objectives, the Compensation Committee has implemented compensation policies that tie a substantial portion of the executives' overall compensation to financial and operational goals such as growth in revenue and profit from year-to-year. These compensation policies may be summarized as follows:

•

Total compensation for executive officers is measured at the 50th-75th percentile of the median of local and nationally recognized survey data. Our survey information is discussed in more detail below. We believe this is necessary to attract outstanding executives.



•

The mix of total compensation elements reflects an appropriate balance between competitive market requirements and strategic business needs. We believe the opportunity for executives to receive additional compensation based upon achieving or exceeding established performance objectives properly aligns our equity programs and management's focus with the interests of our stockholders.



•

The short-term non-equity incentive compensation portion of total compensation, which we refer to as the Management Performance Incentive Plan, provides the opportunity to earn total cash compensation at the upper quartile of competitive pay based on outstanding corporate performance. Each executive is eligible to receive cash incentive payments based on achievement of specific performance measures. The amount awarded annually is determined by the Compensation Committee's review of the executive's achievement of such performance measures. As an executive's responsibility increases, the portion of his or her total compensation represented by incentive compensation payments increases.



•

The long-term equity incentive compensation portion of each executive's annual compensation is linked to our overall performance with a goal of maximizing stockholder return.



•

Benefits are designed to be market competitive.

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Compensation Committee Process

            Our Compensation Committee meets at least twice a year to evaluate the performance of our executive officers and holds additional meetings as the Compensation Committee members deem appropriate. The Compensation Committee is responsible for adopting, administering and maintaining programs and plans involving stock incentives and executive bonuses and other similar compensation programs and any other compensation matters requested by the GTEC Board. In addition, the Compensation Committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and the other executive officers. The Compensation Committee determines the amount of each element of our compensation program by taking into consideration the competitive landscape, executive's experience, results of operations, short and long term corporate goals and economic conditions.

            In order to set compensation levels competitively, management obtains market analysis information and executive compensation survey data obtained from nationally recognized survey providers, including Watson Wyatt Worldwide and Washington Technical Personnel Forum—Market Pay Survey. Management and the Compensation Committee utilize the information obtained through this analysis, together with all other relevant materials, to make informed recommendations and decisions concerning both the composition of and the level of our executive compensation, and to assist in designing executive compensation plans and programs that are aligned with our corporate compensation philosophy. Executives are intended to be provided total compensation packages in the 50-75^th percentile of the median of the compiled survey data.

            At the request of our Chairperson, our Chief Executive Officer is invited to the Compensation Committee meetings as a guest of the committee to make recommendations to the Compensation Committee with respect to base salary increases, the setting of performance targets and the amounts of any short-term and long-term incentive compensation, and equity awards for our executive officers (other than himself). He provides the committee with feedback regarding the performance of our executive officers, including their contributions toward achieving our corporate performance goals. Our Chief Executive Officer and Senior Vice President, Human Resources and Corporate Secretary have worked with the Compensation Committee to establish the agenda and prepare the materials for Compensation Committee meetings. Our Chief Executive Officer is not present for portions of Compensation Committee meetings that involve deliberations with respect to his own compensation. Our other officers may attend these meetings at the invitation of the Compensation Committee. The Compensation Committee believes input from management and outside advisors, as noted below, is valuable; however, the Compensation Committee makes all final compensation decisions based on independent analysis and assessment.

Elements of Executive Compensation

            Our executive compensation program consists of the following components:

•

base salary, which is designed to allow us to attract and retain the most qualified candidates,



•

short-term non-equity incentive compensation (consisting of cash performance bonuses), which is designed to provide performance-based incentives to our executives for the achievement of important financial objectives, and



•

long-term equity incentive compensation (consisting of stock options and restricted stock awards), which are granted to incentivize executive performance that increases stockholder value.

            A detailed description of these components is provided below.

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            As a result, a majority of each executive officer's total annual compensation opportunity is "at-risk" and tied to our annual and long-term financial performance, as well as to the enhancement of stockholder value. We have measured the total direct compensation opportunities for executives with the goal of linking such opportunities to performance. Our executive compensation programs are intended to reward achievement of target financial performance with total direct compensation in the range of the 50th-75th percentile of the median of local and nationally recognized survey data. Most of our executives are provided compensation at the 50% median level. In the past, while not reducing salaries, we have reduced annual increases and bonuses for executive salaries in excess of the 50% median. Base salary is generally kept consistent with the market and reflects the complexity and scope of responsibilities for the executive. Executive officers also receive competitive benefits.

Base Salary

            We provide a fixed base salary to our executives to compensate them for services provided to us during the year. We utilize base salary as the primary means of providing compensation for performing the essential elements of an executive's job. We believe our base salaries are set at levels that allow us to attract and retain executives in competitive markets. Base salaries are reviewed annually with this objective in mind. Effective April 1, 2010, the Compensation Committee approved the following increases in base salary of our named executive officers over 2009 base salaries, except with respect to Dr. Hillen, whose increase in base salary was effective January 1, 2010:

            In general, base salaries for our named executive officers are initially established through arm's-length negotiation at the time the executive is hired, taking into account such executive's qualifications, experience and prior salary. Base salaries of our named executive officers are approved and reviewed annually by our Chief Executive Officer, and in the case of our Chief Executive Officer's base salary, by our Compensation Committee. Annual merit adjustments to base salaries are made to align base salary with an executive officer's responsibilities, individual contribution, prior experience and sustained

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performance. Performance evaluations are conducted annually to determine merit increases for all employees including executives. The performance evaluation includes the following 16 performance factors:

            The performance factors are graded from 1 to 5, with 5 being the highest or exceptional performance. The grading results determine an executive officer's eligibility for a merit increase. To be eligible for a merit increase, the executive officer must receive an acceptable rating, and the compensation survey data that we use must support that an increase in base salary is warranted. We consider the year-to-year merit increases that we have implemented to be in line with industry standards.

            Other factors that we may take into account in deciding upon base salary increases include the executive officer's current salary, equity ownership, if any, and pay equity relative to an executive officer's peers within our company, which we analyze by comparing the pay of each executive officer to other members of the management team. In making decisions regarding salary increases, we may also draw upon the experience of members of our board of directors with other companies. We have historically reviewed anonymous private company compensation surveys when setting and adjusting base salaries. Base salaries are also reviewed in the case of promotions or other significant changes in responsibility.

            For 2010, the average increase in base salaries of our employees was 5%, which is consistent with the base salary increases for Dr. Hillen and Messrs. Drew and Herdman. Mr. Allen did not receive a salary increase due to his planned transition into a part-time advisory position in the second half of 2010. Mr. R. Jones did not elect to receive a salary increase. Mr. T. Jones' 22% salary increase resulted from his promotion to Senior Vice President and General Manager, Defense Engineering and a decision to align his base salary closer to peer group levels. Effective upon Mr. Cormier's promotion to Executive Vice President and Chief Financial Officer, his base salary was increased 18% to $310,000 per annum to align his base salary closer to peer group levels for chief financial officers.

Short-Term Non-Equity Incentive Compensation

            We provide annual cash incentive awards to our executives through our Management Performance Incentive Plan. Pursuant to the Management Performance Incentive Plan, our executives are eligible to receive cash incentive awards upon the achievement of certain key Company-level performance measures and business unit goals for certain business units. Such Company-level performance measures, business unit goals and the eligibility under the Management Performance Incentive Plan are established by the Compensation Committee at the beginning of each fiscal year. The Compensation Committee establishes threshold, target and stretch level goals for each Company-level performance measure and business unit goal. Each performance measure is considered independently from the other measures. In addition, the Compensation Committee, within its discretion, can make modifications to the Management Performance Incentive Plan, or may elect not to make any awards under the Management Performance Incentive Plan, dependent upon Company and individual performance. We believe that having a significant portion of compensation linked to key Company performance measures and business unit goals directly aligns individual executive

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performance with our business objectives. The Chief Executive Officer can make recommendations to the Compensation Committee for discretionary bonuses for certain individuals who exhibit exemplary performance.

            Short-term non-equity incentive compensation payments for 2010 performance were determined on February 1, 2011. Since our audited financial information for 2010 has not yet been approved by our Audit Committee, the Compensation Committee determined achievement of the threshold, target and stretch goals and distributed short-term non-equity incentive compensation payments based on unaudited calculations of the performance measures. No material changes are expected between the unaudited financial information used to determine satisfaction of performance measures and our actual audited financial information for 2010. If, however, there is a material change between the audited and unaudited financial information that affects the payment to an executive officer, corresponding adjustments will be made to such executive officer's short-term non-equity incentive compensation payment.

2010 Potential Payments under Management Performance Incentive Plan

            The table below illustrates the potential cash incentive award payable, which we refer to as the management performance incentive potential, at each performance level (i.e., threshold, target or stretch) as a percentage of 2010 base salary for each named executive officer:

Management Performance Incentive Potential (as a percentage of 2010 base salary)

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2010 Performance Measures Under Management Performance Incentive Plan

Hillen and Allen:

            For 2010, the Compensation Committee established the following performance measures for Dr. Hillen and Mr. Allen:

Cormier

            Mr. Cormier was hired as our Senior Vice President, Finance on January 25, 2010. Effective October 1, 2010, he was promoted to Executive Vice President and Chief Financial Officer. For 2010, the Compensation Committee established the following performance measures for Mr. Cormier.

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Ronald C. Jones

            For 2010, the Compensation Committee established the following performance measures for Mr. R. Jones:

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Timothy Jones

            Since April 1, 2010, Mr. T. Jones was the Senior Vice President and General Manager of Defense Engineering (DE). For 2010, the Compensation Committee established the following performance measures for Mr. T. Jones:

Drew:

            In 2010, Mr. Drew was the President of Intelligence Solutions (IS). For 2010, the Compensation Committee established the following performance measures for Mr. Drew: