0001487101-13-000002 Sample Contracts

THE KEYW HOLDING CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 12th, 2013 • Keyw Holding Corp • Services-computer integrated systems design

The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants shares of its common stock (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company's 2009 Stock Incentive Plan (the “Plan”).

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THE KEYW HOLDING CORPORATION
Incentive Stock Option Agreement • March 12th, 2013 • Keyw Holding Corp • Services-computer integrated systems design • Maryland

The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's 2009 Stock Incentive Plan (the “Plan”).

THE KEYW HOLDING CORPORATION
Non-Qualified Stock Option Agreement • March 12th, 2013 • Keyw Holding Corp • Services-computer integrated systems design • Maryland

The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's 2013 Stock Incentive Plan (the “Plan”).

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