Telos Corporation Amendment No. 1 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan

EX-10.1 2 amendmentno1toar2016omnibu.htm EX-10.1 Document

Exhibit 10.1
AMENDMENT NO. 1 TO THE
TELOS CORPORATION AMENDED AND RESTATED
2016 OMNIBUS LONG-TERM INCENTIVE PLAN
Telos Corporation, a Maryland corporation (the “Company”), hereby amends the Telos Corporation Amended and Restated 2016 Omnibus Long-Term Incentive Plan (the “Plan”), effective as of the date this Amendment is approved by the stockholders of the Company (the “Amendment Effective Date”), as follows:
Section 2.10 of the Plan is hereby amended to read in its entirety as follows:
Corporate Transaction” means (i) the dissolution or liquidation of the Company, (ii) during any period of (12) consecutive months, a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election, (iii) a sale of substantially all of the assets of the Company to another person or entity which does not constitute a “related person” to the Company, as such term is defined in the Treasury Regulations issued in connection with Section 409A of the Code, or (iv) any transaction (including without limitation a merger, consolidation or reorganization in which the Company is the surviving entity) which results in any person or entity (other than any employee benefit plan sponsored or maintained by the Company or the surviving entity) owning more than 50% of the combined voting power of all outstanding voting securities of the Company, the surviving entity, or the ultimate parent entity that directly or indirectly has more than 50% of the combined voting power of all outstanding voting securities of the Company or the surviving entity (the “Parent Company”) entitled to vote in the election of directors, unless immediately following such transaction more than 50% of the of the combined voting power of the outstanding voting securities of the Company, the surviving entity, or the Parent Company entitled to vote in the election of directors is represented by the Shares that were outstanding immediately prior to such transaction (or, if applicable, is represented by securities into which the Shares that were outstanding immediately prior to such transaction were converted pursuant to such transaction), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the outstanding Shares among the holders thereof immediately prior to such transaction.
Section 4 of the Plan is hereby amended to read in its entirety as follows:
Subject to adjustment as provided in Section 17 hereof, the number of Shares available for issuance under the Plan shall be, in the aggregate, twenty-six million eight hundred fifty-nine thousand nine hundred thirteen (26,859,913). Shares issued or to be issued under the Plan shall be authorized but unissued Shares or issued Shares that have been reacquired by the Company. If any Shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan. If an Award (other than a Dividend Equivalent Right) is denominated in Shares, including Share-settled



Awards where all or a portion of the Award may be settled in cash, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. Notwithstanding anything herein to the contrary, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are (i) Shares delivered to, tendered as payment for, or withheld by the Company to pay the exercise price or cover the withholding taxes under the Award, or (ii) Shares subject to a vested Option or Share Appreciation Right that are not actually issued in connection with the settlement of such Option or Share Appreciation Right. In addition, Shares repurchased by the Company using Option exercise proceeds may not again be made available for issuance under the Plan.
The Board shall have the right to issue Substitute Awards or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of Shares reserved pursuant to Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a Substitute Award, by the net increase in the number of Shares subject to Awards before and after the substitution.
Except as amended by this Amendment, the Plan is hereby ratified in all respects and remains in full effect.

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[Signature on Following Page]
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IN WITNESS WHEREOF, the undersigned has executed this Amendment on behalf of the Company as of the Amendment Effective Date.
TELOS CORPORATION
/s/ Helen M. Oh
Helen M. Oh
Corporate Secretary