0001487101-19-000007 Sample Contracts

AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN
Restricted Stock Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design • Maryland

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 Amended and Restated 2013 Stock Incentive Plan (the “Plan”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Philip Luci, Jr. (the “Employee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design

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 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and John Sutton (the “Employee”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Kirk Herdman (the “Employee”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design

The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants Restricted Stock Units (the “Units”), to the Grantee named below. These Units are restricted contingent upon the achievement of the associated performance and vesting conditions set forth in the attachment. Upon achievement, Grantee will receive shares of its common stock (the “Stock”). 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 Amended and Restated 2013 Stock Incentive Plan (the “Plan”).

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