FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit (e)(33)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this 11th day of March 2019 (the “Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (the “Company”) and Xxxxxx Xxxxxxx (the “Employee”).

WHEREAS, the Company and Employee entered into that certain Employment Agreement dated May 9, 2017, including the Stock Incentive Plan attached as Exhibit A thereto (collectively, the “Employment Agreement”); and

WHEREAS, the Company and the Employee mutually wish to amend Section 2.1(g) of the Employment Agreement which relates to the treatment of Long-Term Incentive Shares in the event of a Change of Control; and

WHEREAS, the Company and the Employee mutually wish to amend Section 7.3 of the Stock Incentive Plan attached to the Employment Agreement as Exhibit A (the “Stock Incentive Plan”), which relates to the treatment of Long-Term Incentive Shares in the event of a Change of Control.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this First Amendment, the parties agree:

1. Section 2.1(g) is hereby deleted in its entirety and replaced with the following language:

(g) Upon the occurrence of a Change of Control, immediately prior to the scheduled consummation of a Change of Control, all shares of Restricted Stock shall become immediately vested and all Long-term Incentive Shares that have not been granted shall be granted and become immediately vested.

2. The following language shall be added to the end of Section 4.3, immediately following the sentence ending with “under the Affordable Care Act”:

Stock options will remain exercisable for a period of one (1) year following termination (unless such options have been 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).

3. Section 7.3 of the Stock Incentive Plan is hereby deleted in its entirety and replaced with the following language:

7.3 Change of Control. Upon the occurrence of a Change of Control, immediately prior to the scheduled consummation of a Change of Control, all shares of Restricted Stock shall become immediately vested and all Long-term Incentive Shares that have not been granted shall be granted and become immediately vested.

4. Capitalized terms used in this First Amendment shall have the meaning assigned to such terms in the Employment Agreement unless otherwise provided in this First Amendment.

5. Except as modified herein, the Employment Agreement and all of the terms and provisions thereof shall remain unmodified and in full force and effect as originally written.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Employment Agreement as of the Amendment Effective Date set forth above.

THE KEYW CORPORATION:		EMPLOYEE:
//s//		//s//
Xxxxxxx X. Xxxxx		Xxxxxx Xxxxxxx
President & Chief Executive Officer		EVP & Chief People Officer