EMPLOYMENT AGREEMENT AMENDMENT No. 1 (the Amendment) January 13, 2025

WHEREAS, on or about November 27, 2024, Kenneth Traub (“Executive”) signed an Employment Agreement (the “Employment Agreement”) with Comtech Telecommunications Corp. (the “Company”), attached hereto as Exhibit A;

Position, Duties and Responsibilities. During the Employment Term, Executive shall be employed and serve as Chairman, President and Chief Executive Officer of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties, authority and responsibilities commensurate with such title. Executive also agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.

Base Salary. Executive shall be paid an annualized base salary of $1,000,000 in periodic installments in accordance with the Company’s customary payroll practices, subject to annual review, with adjustments, if any, as may be approved by the Board of Directors.

Sign-on Bonus. Executive shall be eligible to receive a sign-on bonus equal to $650,000 (the “Sign-on Bonus”), payable as follows:

(a)$225,000 on the first regularly scheduled payroll date following February 28, 2025; and

(b)$425,000 on the first regularly scheduled payroll date following May 31, 2025.

If the Company terminates the Executive in accordance with Section 5.4 of the Employment Agreement or the Executive voluntarily terminates employment in accordance with Section 5.7 of the Employment Agreement within twelve (12) months of the Effective Date, Executive shall be obligated to immediately return to the Company the full amount of the Sign-on Bonus paid to Executive as of such termination and agrees for such purposes that the Company may deduct the same from monies otherwise owed to Executive.

General. The Employment Term, and Executive’s employment hereunder, shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without Good Reason. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein or in any plan or grant, all of Executive’s rights to Base Salary, Annual Bonus, Sign-on Bonus, employee benefits and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder (the “Termination Date”).

(f)    A pro-rata portion of the Sign-on Bonus, subject to Section 5.9.

Notwithstanding the foregoing, the payments and benefits described in clauses (b), (c), (d), (e) and (f) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches, as fully adjudicated and determined by a court of competent jurisdiction or a duly appointed arbitrator, Section 9 of this Agreement.

Termination of Employment in Connection With a Change in Control. Notwithstanding the terms set forth in Section 5.5 and 5.6, if Executive’s employment with the Company is terminated pursuant to Section 5.5 or Section 5.6 hereof (i) within 90 days prior to the effective time of a Change in Control or (ii) from the effective time of a Change in Control until the date that is 12 months after the occurrence of a Change in Control, subject to the same conditions on payment and benefits set forth in Section 5.5, (i) Executive shall be entitled to the payments and benefits provided in Sections 5.5(a), (b), (c), (e) and (f) hereof…

IN WITNESS THEREOF, the Parties hereto have executed this Amendment as of the date first above-written.

By: /s/ Michael Bondi        

Name: Michael Bondi

Title: Chief Financial Officer

                        

                            By: /s/ Kenneth Traub        

Name: Kenneth Traub