X0202 4 2005-05-23 1 0001103013 PEC SOLUTIONS INC PECS 0001241656 LLOYD STUART R 12730 FAIR LAKES CIRCLE FAIRFAX VA 22033 1 1 0 0 Chief Financial Officer Common Stock 2005-05-23 4 M 0 12307 8.125 A 98170 D Common Stock 2005-06-01 4 U 0 98170 15.50 D 0 D Common Stock 2005-06-01 4 U 0 480 15.50 D 0 I Shares held by The Jennifer R. Lloyd Irrevocable Trust, Stuart and Rebecca Lloyd, Trustees. Employee Stock Option (right to buy) 12.00 2002-03-01 2010-02-28 Common Stock 7692 7692 D Employee Stock Option (right to buy) 8.125 2005-05-23 4 M 0 12307 0 D 2002-12-31 2010-12-31 Common Stock 12307 0 D Employee Stock Option (right to buy) 37.61 2003-12-31 2011-12-31 Common Stock 2658 2658 D Employee Stock Option (right to buy) 18.01 2004-07-14 2012-07-14 Common Stock 25000 25000 D Employee Stock Option (right to buy) 18.01 2005-02-28 2012-07-14 Common Stock 50000 50000 D Employee Stock Option (right to buy) 29.90 2004-12-31 2012-12-31 Common Stock 3344 3344 D Employee Stock Option (right to buy) 16.95 2005-02-28 2013-12-31 Common Stock 5899 5899 D Employee Stock Option (right to buy) 14.17 2005-01-01 2014-12-31 Common Stock 10856 10856 D This amount includes 5,063 shares purchased through the Company's Employee Stock Purchase Plan. Pursuant to the terms of the Agreement and Plan of Merger by and among the Company, Nortel Networks Inc., a Delaware corporation ("Nortel"), PS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nortel ("Purchaser") dated April 25, 2005 (the "Merger Agreement"), these options shall be cancelled upon the effectiveness of the merger of the Company with and into Purchaser, and the reporting person shall receive a cash payment in accordance with the Merger Agreement. Pursuant to the terms of the Merger Agreement, these options shall be cancelled upon the effectiveness of the merger of the Company with and into Purchaser. The vesting of these options was accelerated and they became fully exercisable as of 02/28/2005 by action of the Company's Board of Directors. /s/Stuart R. Lloyd 2005-06-03