Common use of Termination On or Following a Change of Control Clause in Contracts

Termination On or Following a Change of Control. Employee will be entitled to receive compensation and severance benefits through the remainder of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the Change of Control (as defined below). This qualifying termination is if the Company terminates the employee without cause or at-will by the employee for Good Reason (as defined below). The Employee will continue to have health care, dental, disability or life insurance benefits for three years following the Change of Control. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life insurance benefits otherwise receivable by Employee if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall be reported to the Company. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment (an “Excise Tax Restoration Payment”) in an amount that shall fund the payment by Employee of any Excise Tax on the Total Payments as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Tax. (b) For the purposes of this Section 4.4, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW or HoldCo, (ii) the dissolution or liquidation of KEYW or HoldCo or a merger, consolidation, or reorganization of KEYW or HoldCo with one or more other entities in which neither KEYW nor HoldCo is the surviving entity, unless the holders of KEYW or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW and/or HoldCo in one or a series of related transactions or (iv) the “completion” or closing by KEYW or HoldCo of an agreement to which KEYW or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii).

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee’s employment without cause Cause or at-will by the employee Employee terminates her employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee’s then current base salary for a period of six months payable in equal installments paid in accordance with the Company’s normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AIP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or six months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control (with effect immediately prior to the scheduled consummation of the Change of Control). (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4Agreement, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof Commencement Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5).

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee’s employment without cause Cause or at-will by the employee Employee terminates Employee’s employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee’s then current base salary for a period of twelve (12) months payable in equal installments paid in accordance with the Company’s normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i) and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AIP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or twelve (12) months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4Agreement, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof Commencement Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5).

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee’s employment without cause Cause or at-will by the employee Employee terminates Employee’s employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee’s then current base salary for a period of twelve (12) months payable in equal installments paid in accordance with the Company’s normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AIP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or twelve (12) months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4Agreement, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof Effective Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5).

Termination On or Following a Change of Control. Employee will be entitled to receive compensation and severance benefits through set forth in Subsections 4.3(i), 4.3(ii), 4.3(iii), 4.3(v), and 4.3(vi), and to the remainder extent not included in the compensation and severance benefits made under 4.3(iii), an amount equal to the greater of the Employment target incentive for the year termination occurs or the average of all AIP bonuses paid within the twenty four (24) month period or for twelve (12) months, whichever is greaterpreceding the Termination Date, if employment is terminated within one (1) year following the Change of Control (as defined below). This qualifying termination is if the Company terminates the employee without cause or at-will by the employee for Good Reason (as defined below). The Employee will continue to have health care, dental, disability or life be reimbursed for healthcare and dental insurance benefits premiums for three years following the Change of Control. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall be reported to the Company. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards, including any awards or allotments granted under the Hexis Exit Plan shall vest immediately upon the Change of Control. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii).

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee's employment without cause Cause or at-will by the employee Employee terminates Employee's employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee's then current base salary for a period of eighteen (18) months payable in equal installments paid in accordance with the Company's normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee's Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AlP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or eighteen (18) months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company's group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control (with effect immediately prior to the scheduled consummation of the Change of Control). (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s 's assets (within the meaning of section 280G Section 2800 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “"Code”")) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “"Total Payments”"), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “"Excise Tax”") then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the "Best Net" for the Employee's aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4Agreement, “'Change of Control” " means the occurrence of any of (i) an acquisition after the date hereof Commencement Date by an individual or legal entity or “"group” " (as described in Rule 13d-5(b)(113d-5(b)(l) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the · holders of KEYW the Company or HoldCo’s 's voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “"completion” " or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5). (c) For purposes of this Agreement, "Good Reason" means, unless otherwise agreed to in writing by Employee, (i) a reduction in Employee's base salary; (ii) a material diminution in Employee's authority, responsibilities or duties; (iii) a relocation of Employee's primary place of employment to a location more than twenty (20) miles farther from Employee's primary residence than the current location of the Company's offices; or (iv) any other material breach by the Company of the terms of this Agreement or any other agreement between the Employee and the Company. In order to invoke a termination for Good Reason, Employee must deliver a written notice of such breach to the Company within sixty (60) days of the occurrence of the breach, and the Company shall have thirty (30) days to cure the breach (unless such breach is not capable of being cured, in which case this Agreement will terminate fifteen (15) days after notice thereof). In order to terminate Employee's employment, if at all, for Good Reason, Employee must terminate employment within thirty (30) days of the end of the cure period, if applicable, if the breach has not been cured.

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee’s employment without cause Cause or at-will by the employee Employee terminates Employee’s employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee’s then current base salary for a period of twelve (12) months payable in equal installments paid in accordance with the Company’s normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum SICP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or twelve (12) months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) For the purposes of this Section 4.4Agreement, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof Commencement Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5).

Termination On or Following a Change of Control. Employee will be entitled If at any time prior to receive compensation and severance benefits through the remainder one-year anniversary of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the consummation of a Change of Control (as defined below). This qualifying termination is if Control, the Company terminates the employee Employee’s employment without cause Cause or at-will by the employee Employee terminates his employment with the Company for Good Reason (as defined below). The , the Employee will continue be entitled to have health carereceive: (i) the Employee’s then current base salary for a period of two (2) years payable in equal installments paid in accordance with the Company’s normal payroll practices, dental, disability or life insurance benefits for three years with the first installment beginning on the first regular pay date following the Change Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AIP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of Controlthe Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or two (2) years, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life reimburse healthcare and dental insurance benefits otherwise receivable by Employee premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall , which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control (with effect immediately prior to the scheduled consummation of the Change of Control). (a) a. In the event that it is determined that any payment or distribution of any type to or for the benefit of the Employee made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of an employment agreement (and the attached Exhibit A) or otherwise (the “Total Payments”), such that the Total Payments would be subject to the excise tax imposed by section Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”) then (i) if the Total Payments exceed the safe harbor threshold by less than 10%, the payments will be reduced to the safe harbor amount or (ii) if the Total Payments exceed the safe harbor threshold by more than 10%, then Employee shall be entitled to receive an additional payment the “Best Net” for the Employee’s aggregate severance payments and benefits such that aggregate severance payments and benefits that Employee receives will be either (an “Excise Tax Restoration Payment”A) in the full amount of severance payments and benefits or (B) an amount of severance payments and benefits reduced to the extent necessary so that shall fund Employee incurs no excise tax, whichever results in Employee receiving the payment by Employee of any Excise Tax on the Total Payments greater amount, taking into account applicable federal, state, and local income, employment, and other applicable taxes, as well as all income taxes imposed on the Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration or any Excise Taxexcise tax. (b) b. For the purposes of this Section 4.4Agreement, “Change of Control” means the occurrence of any of (i) an acquisition after the date hereof Commencement Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of KEYW the Company or HoldCo, (ii) the dissolution or liquidation of KEYW the Company or HoldCo or a merger, consolidation, or reorganization of KEYW the Company or HoldCo with one or more other entities in which neither KEYW the Company nor HoldCo is the surviving entity, unless the holders of KEYW the Company or HoldCo’s voting securities immediately prior to such transaction continue to hold at least 51% of such securities following such transaction, (iii) the consolidation or sale of all or substantially all of the assets of KEYW the Company and/or HoldCo in one or a series of related transactions transactions, or (iv) the “completion” or closing by KEYW the Company or HoldCo of an agreement to which KEYW the Company or HoldCo is a party or by which it is bound, providing for any of the events set forth above in clauses (i), (ii) or (iii). In the event that any payment triggered upon a Change of Control is deferred compensation subject to section 409A of the Code, any Change of Control must satisfy the requirements of Treasury regulation section 1.409A-3(i)(5).