Exhibit 10.1

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section B - Supplies or Services and Prices

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section C - Descriptions and Specifications

STATEMENT OF WORK (SOW)

STATEMENT OF WORK FOR FMS Case G4-P-LPF

1.0  PROGRAM DESCRIPTION

Buffalo A2 Mine Protected Clearance Vehicle (MPCV) is a blast protected vehicle that will operate in explosive hazardous environments to conduct route clearance operations.  The system will have an articulating arm with a digging/lifting attachment and camera to remotely interrogate a suspected explosive hazard and allow the crew to confirm, deny, and/or classify the explosive hazard.  The articulating arm and attachment can be used to move explosive hazards to the side of routes.  It will provide a blast protected platform to transport soldiers and to allow soldiers to dismount in order to neutralize and/or mark explosive hazards.

2.0  INTRODUCTION

This Statement of Work (SOW) defines the effort required for the procurement and delivery of the Mine Resistant Ambush Protected (MRAP) Buffalo A2 Army Program of Record for FMS Case G4-P-LPF.  The USG has identified an urgent need to procure a broad, adaptable, and flexible mobile land-based route proving and clearance (RP&C) capability, which will enhance Tactics, Techniques and Procedures (TT&P) for detecting, recognizing, and defeating Emplaced Explosive Ordnance (EEO).

2.2  VEHICLE REQUIREMENTS

Attachment Y, US Army Buffalo A2 Program of Record Purchase Description ATPD-2373 dated 01 April 2010 performance requirements for forty (40) each. Buffalo A2 vehicles.  In addition, the contractor shall ensure that the FMS Case G4-P-LPF Buffalo A2 vehicles meet all specifications applicable at the time of award.

2.3  PERFORMANCE SPECIFICATION

The contractor’s proposal shall, together with the performance specification, form the contract requirements for the G4 Buffalo A2 vehicles.  The contractor’s proposal shall meet or exceed all requirements in the Performance Specifications with the specific exception of Cooling system paragraph 3.4.2.a “...Maintain the specified component operating temperatures within the specified limits while operating continuously at full load and 0.6 tractive effort to gross vehicle weight ratio (TE/GVW) while under the maximum temperatures conditions specified herein.”  and paragraph 4.9.4 “The cooling system shall be tested for maintaining the specified component operating temperatures within the specified limits while operating continuously at full load and 0.6 tractive effort...”  The US Army has accepted performance at 0.5 tractive effort. G4 will also accept 0.5 tractive effort.

In addition, Tires and Wheels paragraph 3.11.4 states in part “...A spare tire and wheel assembly identical to those provided on the axles shall be furnished, and provided with the vehicle.”

In this case, the tires shall be provided as spares and not part of the vehicle shipment. The following specification paragraphs are also modified as follows:

·                  3.1 First Article (p. 6)-Delete

·                Testing conducted by TACOM

·                  3.12.11 Communication equipment mounting provisions (p. 16)-Delete (a,b,c)

·                  3.1211:1 Government Furnished Equipment Storage and Assembly (p. 16)-Delete (a,b,c)

·                  3.16 Government-loaned property -Table (p. 20) Delete GFE notes except for VIC-03

·                  3.1 First Article Table (p.28) - Delete

·                Testing conducted by TACOM

·                  4.6 Performance (p. 31-35) - Delete

·                Testing conducted by TACOM

·                  4.9.4 Cooling System (p. 37) - .5 Tractive effort

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

·                  4.9.86 Reliability, Availability, and Maintainability (RAM) (p.43) - Delete

·                Testing conducted by TACOM

·                  6.3 First article (p. 46) - Delete

·                Testing conducted by TACOM

5.0  REQUIREMENTS

The Contractor shall accomplish delivery of forty (40) units (platforms) set forth under the contract. A corresponding delivery schedule is provided within the contract.  The Contractor shall ensure that stated performance capabilities of these vehicles are certified and the level warranted.  (CDRL A005)

NOTE:  The standard requirements for the Buffalo A2 vehicle build are located in the performance specifications. If there is a conflict between the Statement of Work and the performance specification, then the SOW takes precedence.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section F - Deliveries or Performance

DELIVERY INFORMATION

DELIVERY SCHEDULE

The required delivery date shall be as stated above or sooner. All Line Items shall be shipped complete and received complete by consignee by 30 September 2011.  The contractor shall provide the contract specialist advance notification of any anticipated delays. Accelerated deliveries are accepted and encouraged.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 97-11X8242 28D7 000 74D72 0 065916 2D PG4A74 1077 6001 0LPF

AMOUNT:  $46,596,600.00

CIN M6785411RCF01530001:  $46,596,600.00

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

CLAUSES INCORPORATED BY FULL TEXT

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(a) If the Government receives information that a contractor or a person has engaged in conduct constituting a violation of subsection (a), (b), (c), or (d) of Section 27 of the Office of Federal Procurement Policy Act (41 U.S.C. 423) (the Act), as amended by section 4304 of the 1996 National Defense Authorization Act for Fiscal Year 1996 (Pub. L. 104-106), the Government may—

(1) Cancel the solicitation, if the contract has not yet been awarded or issued; or

(2) Rescind the contract with respect to which—

(i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct constitutes a violation of subsection 27(a) or (b) of the Act for the purpose of either—

(A) Exchanging the information covered by such subsections for anything of value; or

(B) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or

(ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct constituting an offense punishable under subsections 27(e)(1) of the Act.

(b) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract.

(c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

and remedies provided by law, regulation, or under this contract.

(End of clause)

52.211-11  LIQUIDATED DAMAGES—SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages identified in the below table.

NOTE:  The percentages of LD’s are not cumulative per calendar day.  Example, a delay from 1 to 7 calendar days will equal a total LD assessment of 1% of the deliverable cost and a delay from 27-31 calendar days will result in a total LD assessment of 5% of the deliverable cost.

(b) If the Government terminates this contract in whole or in part under the Default—Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services.  These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default—Fixed-Price Supply and Service clause in this contract.

(End of clause)

52.216-24  LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $46,596,600.00 dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $46,596,600.00 dollars.

(End of clause)

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

United States law will apply to resolve any claim of breach of this contract.

(End of clause)

52.233-4  APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

United States law will apply to resolve any claim of breach of this contract.

(End of clause)

52.252-2  CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.  Also, the full text of a clause may be accessed electronically at this/these address(es):

(End of clause)

252.201-7000  CONTRACTING OFFICER’S REPRESENTATIVE (DEC 1991)

(a) “Definition. Contracting officer’s representative” means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer’s representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR’s authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

(End of clause)

MARCORSYSCOM WAWF INSTRUCTIONS TO CONTRACTORS

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (MAR 2008).

In compliance with DFARS 252.232-7003, “Electronic Submission of Payment Request and Receiving Reports (March 2008)”, the United States Marine Corps (USMC) utilizes WAWF-RA to electronically process vendor request for payment. The contractor is required to utilize this system when processing invoices and receiving reports under this contract.

The contractor shall (i) ensure an Electronic Business Point of Contract (POC) is designated in Central Contractor Registration at http://www.ccr.gov and (ii) register to use WAWF-RA at the https://wawf.eb.mil/  within ten (10) days

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

after award of the contract or modification incorporating WAWF-RA into the contract. Step by step procedures to register are available at the https://wawf.eb.mil/.

The USMC WAWF-RA point of contact for this contract is Ms. Charlette Hudson and can be reached on (540) 658-8063 or via email at charlette.hudson@usmc.mil  The alternate USMC WAWF-RA point of contact is Ms. Naydeen Christian and can be reached on (540) 658-8081 or via email at naydeen.christianl@usmc.mil .

The contactor is directed to use the 2 in 1 format when processing invoices and receiving reports. For all requirements, the contractor shall use the Marine Corps Systems Command DODAAC (M67854) as the DODAAC for all shipping addresses, even if the ship-to address-is other than the Marine Corps Systems Command.

DFAS-Columbus

P.O. Box 369022

Attn:Kansas-M67443

Columbus, Ohio 43236-9022

E-Mail:  CCO-KC-VPIS@DFAS.MIL (Vendor Pay)

PHONE:  1-800-756-4571 #2 then #4 (MOCAS = #1 then #4)

WAWF:  https://wawf.eb.mil/ <https://wawf.eb.mil/>

My Invoice:  https://myinvoice.csd.disa.mil

<https://myinvOice.csd.disa.mil>

Data entry information in WAWF:

Payment Office DoDAAC:  HQ0338

Issue By DoDAAC:  M67854

Admin Office DoDAAC:  S1103A

Ship To/Service Acceptor DoDAAC:  M67854 EXT PG-15 MRAP

Contract Number:  M67854-11-C-5063

Before closing out of an invoice session in WAWF-RA, but after submitting your document or documents, the contractor will be prompted to send additional email notifications.  The contractor shall click on “ Send Additional Email Notifications” block on the page that appears.  Add the primary point of contact’s email address (provided above) in the first email address block and add the alternate point of contact’s email address in the following block.  This additional notification to the government is important to ensure the appropriate point of contact is aware that the invoice documents have been submitted into the WAWF-RA system.

NOTE:  The POCs identified above are for WAWF issues only. Any other contracting questions/problems should be addressed to the POC identified in Section A of the contract.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section J - List of Documents, Exhibits and Other Attachments

LIST OF ATTACHMENTS

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

-INCH-POUND

ATPD-2373

01 April 2010

PURCHASE DESCRIPTION

MINE PROTECTED CLEARANCE VEHICLE

[***]

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY FORCE PROTECTION, INC. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

CONTRACT DATA REQUIREMENTS LIST

[***]