Exhibit 4.3



 Exhibit 4.3 
 GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. 
 2009 PERFORMANCE INCENTIVE PLAN 
  

	1.	PURPOSE 

 The Global Defense Technology & Systems, Inc. 2009 Performance Incentive Plan is intended to promote the best interests of Global Defense Technology & Systems, Inc. and its stockholders by (i) assisting the
Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such
persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its affiliates and stockholders. 
  

	2.	DEFINITIONS 

 As used in this Plan the following definitions shall apply: 
 A. “Affiliate” means (i) any
Subsidiary, (ii) any Parent, (iii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled fifty percent (50%) or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which
is designated as an “Affiliate” by resolution of the Committee. 
 B. “Award” means any Option, Stock
Award, Performance Unit or Performance Share granted hereunder. 
 C. “Board” means the Board of Directors of
the Corporation. 
 D. “Cause” means (i) in the case where the Participant does not have an employment,
consulting or similar agreement in effect with the Corporation or its Affiliate at the time of grant of the Award or where there is such an agreement but it does not define “cause” (or words of like import), conduct related to the
Participant’s service to the Corporation or an Affiliate for which either criminal or civil penalties against the Participant may be sought, misconduct, insubordination, material violation of the Corporation or its Affiliate’s policies,
disclosing or misusing any confidential information or material concerning the Corporation or any Affiliate or material breach of any employment, consulting agreement or similar agreement, or (ii) in the case where the Participant has an
employment agreement, consulting agreement or similar agreement in effect with the Corporation or its Affiliate at the time of grant of the Award that defines a termination for “cause” (or words of like import), “cause” as
defined in such agreement; provided, however, that with regard to any agreement that defines “cause” on occurrence of or in connection with change of control, such definition of “cause” shall not apply until a change of control
actually occurs and then only with regard to a termination thereafter. 
 E. “Code” means the Internal Revenue
Code of 1986, and any amendments thereto. 
 F. “Committee” means the Board or any Committee of the Board to
which the Board has delegated any responsibility for the implementation, interpretation or administration of the Plan. 
 G.
“Common Stock” means the common stock, $0.01 par value, of the Corporation. 
 H. “Consultant”
means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an Affiliate. 
 I. “Continuous Service” means that the Participant’s service with the Corporation or an Affiliate, whether as an employee, Director or Consultant, is not interrupted or terminated. A
Participant’s Continuous Service shall not be deemed to have been interrupted or terminated merely because of a change in the capacity in which the Participant renders service to the Corporation or an Affiliate as an employee, Consultant or
Director or a change in








 
the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. The Participant’s Continuous
Service shall be deemed to have terminated either upon an actual termination or upon the entity for which the Participant is performing services ceasing to be an Affiliate of the Corporation. The Committee shall determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by the Corporation, including sick leave, military leave or any other personal leave. 
 J. “Corporation” means Global Defense Technology & Systems, Inc., a Delaware corporation. 
 K. “Corporation Law” means the general corporation law of the jurisdiction of incorporation of the Corporation. 
 L. “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under
Section 7.D of the Plan. 
 M. “Deferred Shares” means the an award pursuant to Section 7.D of the
Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period. 
 N. “Director”
means a member of the Board. 
 O. “Disability” shall have the meaning provided for in Section 22(e)(3) of
the Code or any successor statute thereto. 
 P. “Eligible Person” means an employee of the Corporation or an
Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan).

 Q. “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 R. “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined
as follows: 
 (i) If the Common Stock is traded on The NASDAQ Stock Market or is listed on a national securities exchange, the
closing price for the day of determination as quoted on such market or exchange which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred, or such other
appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable; 
 (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for
the Common Stock for the day of determination; or 
 (iii) In the absence of an established market for the Common Stock, Fair
Market Value shall be determined by the Committee in good faith. 
 S. “Incentive Stock Option” means an Option
(or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code. 
 T. “Listing
Date” means the date on which the Corporation has a class of equity securities registered under Section 12 of the Securities Act. 
  

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 U. “Nonqualified Stock Option” means an Option (or portion thereof) which
is not intended or does not for any reason qualify as an Incentive Stock Option. 
 V. “Option” means any
option to purchase shares of Common Stock granted under this Plan. 
 W. “Parent” means any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations in such chain. 
 X. “Participant” means an Eligible Person who is
selected by the Committee to receive an Award and is party to an agreement setting forth the terms of the Award, as appropriate. 
 Y. “Performance Agreement” means an agreement described in Section 8 of the Plan. 
 Z.
“Performance Objectives” means the performance objectives established pursuant to the Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Committee, Stock Awards.
Performance Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, subsidiary, division, department or function within the Corporation or
Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such and Award is intended to qualify as “performance-based compensation” under Section 162(m) of
the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added,
earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, revenue, funded backlog, gross margin return on investment, increase in the Fair Market Value of the shares, share price (including but not limited
to growth measures and total shareholder return), net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital),
internal rate of return, increase in net present value or expense targets, with each such Performance Objective determined in accordance with and subject to such requirements and modifications as set forth in the terms of the Award. The Awards
intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code (the “Performance Objectives”) shall be pre-established in accordance with applicable regulations under Section 162(m) of the Code
and the determination of attainment of such goals shall be made by the Committee. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in
Section 9), or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and equitable provided, however, that no such modification shall be made to an Award intended to qualify as performance-based compensation under Section 162(m) of the Code
unless the Committee determines that such modification will not result in loss of such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation. 
 AA. “Performance Period” means a period of time established under Section 8 of the Plan within which the Performance
Objectives relating to a Performance Share, Performance Unit or Stock Award are to be achieved. 
 BB. “Performance
Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of the Plan. 
 CC. “Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 8 of the Plan. 
 DD. “Plan” means this Global Defense Technology & Systems, Inc. 2009 Performance Incentive Plan. 
  

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 EE. “Restricted Stock Award” means an award of Common Stock under
Section 7.B. 
 FF. “Securities Act” means the Securities Act of 1933, as amended. 
 GG. “Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares or
Performance Shares. 
 HH. “Stock Bonus Award” means an award of Common Stock under Section 7.A.

 II. “Stock Appreciation Right” means an award of a right of the Participant under Section 7.C to
receive a payment based on the increase in Fair Market Value of the shares of Common Stock covered by the award. 
 JJ.
“Stock Award Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each
Stock Award Agreement shall be subject to the terms and conditions of the Plan and shall include such terms and conditions as the Committee shall authorize. 
 KK. “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to
the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of the Plan and shall include such terms and conditions as the Committee shall authorize. 
 LL. “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in
such chain. 
 MM. “Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more
than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock
owned (directly or indirectly) by or for his brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its stockholders, partners or beneficiaries. 
  

	3.	ADMINISTRATION 

 A. Delegation of Administration. The Board shall be the sole Committee of the Plan unless the Board delegates all or any portion of its authority to administer the Plan to a Committee. To the extent not prohibited by the charter or
bylaws of the Corporation, the Board may delegate all or a portion of its authority to administer the Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. The Committee shall
consist solely of three (3) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Awards granted to Eligible
Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded or the exchange on which the Corporation’ shares are listed,
“independent” within the meaning of such rules; and (iii) at such times as an Award under the Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of
the Code is sought with respect to Awards and administration of the Awards by a committee of “outside directors” is required to receive such relief) “outside directors” within the meaning of Section 162(m) of the Code.

  

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 B. Powers of the Committee. Subject to the provisions of the Plan, and in the case of
a Committee appointed by the Board, the specific duties delegated to such Committee, the Committee shall have the authority: 
 (i) To construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock Award Agreements and Performance Agreements under this Plan. 
 (ii) To determine the Fair Market Value of Common Stock. 
 (iii) To select the
Eligible Persons to whom Awards are granted from time to time hereunder. 
 (iv) To determine the number of shares of Common
Stock covered by an Award; determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and determine such other terms and conditions, not inconsistent with the terms of the Plan, of each such Award. Such terms and
conditions include, but are not limited to, the exercise price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or Stock Awards may be exercised or Common Stock issued thereunder, the right of the
Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in the Plan) on the forfeitability or transferability of Options, Stock Awards
or Common Stock issued upon exercise of an Option or pursuant to an Award. Such terms may include conditions which shall be determined by the Committee and need not be uniform with respect to Participants. 
 (v) To accelerate the time at which any Option or Stock Award may be exercised, or the time at which a Stock Award or Common Stock issued
under the Plan may become transferable or nonforfeitable. 
 (vi) To determine whether and under what circumstances an Option may
be settled in cash, shares of Common Stock or other property under Section 6.I instead of Common Stock. 
 (vii) To amend,
cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or lapse of restrictions on all or any portion of an outstanding Award. Except as specifically permitted by the Plan, the Stock Option Agreement, Stock Award
Agreement or Performance Agreement or as required to comply with applicable law, regulation or rule, no amendment, cancellation or modification shall, without a Participant’s consent, adversely affect any rights of the Participant; provided,
however, that an amendment or modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. 
 (viii) To prescribe the form of Stock Option Agreements, and Stock Award Agreements and Performance Agreements; to adopt policies and
procedures for the exercise of Options or Stock Awards, including the satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures pertaining to the administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. 
 The express grant in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee; provided that a Committee of the Board may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan. 
  

	4.	ELIGIBILITY 

 A. Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or
Subsidiary. 
  

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 B. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the
offer or sale of the Corporation’s securities would be eligible for registration on Form S-8 Registration Statement because of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or
sale of the Corporation’s securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale. 
 C. Substitution Awards. The Committee may make Awards and may grant Options under the Plan by assumption, in substitution or
replacement of performance shares, phantom shares, stock awards, stock options, stock appreciation rights or similar awards granted by another entity (including an Affiliate) in connection with a merger, consolidation, acquisition of property or
stock or similar transaction affecting the Corporation or its Affiliate. Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issued under the Plan), the terms of such assumed, substituted,
or replaced Awards shall be as the Committee, in its discretion, determines is appropriate. 
  

	5.	COMMON STOCK SUBJECT TO PLAN 

 A. Share Reserve and Limitations on Grants. Subject to adjustment as provided in Section 9, the maximum aggregate number of
shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options, (ii) issued pursuant to Stock Awards, and (iii) covered by Stock Appreciation Rights is 1,000,000 and shall automatically increase at
the beginning of each fiscal year by a number equal to the lesser of 1.5% of the Corporation’s shares of outstanding Common Stock, 125,000 shares of Common Stock and an amount determined by the Board. No Participant may receive Awards
representing more than 200,000 shares in any one calendar year. In addition, the maximum number of Performance Units that may be granted to a Participant in any one calendar year is $1,500,000 for each full or fractional year included in the
Performance Period for the grant of Performance Units during such calendar year. This limitation shall be applied as of any date by taking into account the number of shares available to be made the subject of new Awards as of such date, plus the
number of shares previously issued under the Plan and the number of share subject to outstanding Awards as of such date. 
 B.
Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock (or shares subject to an unexercised Stock Appreciation
Right) which were subject thereto shall become available for future grant under the Plan. Shares of Common Stock that have been actually issued under the Plan shall not be returned to the share reserve for future grants under the Plan; except that
shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under the Plan.
For avoidance of doubt, this Section 5.B shall not apply to any per Participant Limit set forth in Section 5.A. 
 C.
Source of Shares. Common Stock issued under the Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation. 
  

	6.	OPTIONS 

 A. Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The
Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the vesting schedule applicable to such Option and any other terms of such Option. No Option that is intended to be an Incentive Stock
Option shall be invalid for failure to qualify as an Incentive Stock Option. 
 B. Option Price. The exercise price per
share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following: 
 (i) The
exercise price per share for Common Stock subject to a Nonqualified Stock Option shall be shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. 
  

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 (ii) The exercise price per share for Common Stock subject to an Incentive Stock Option:

  

	 	•	 	 granted to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent
(110%) of the Fair Market Value on the date of grant. 


  

	 	•	 	 granted to any other Participant, shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant.



 C. Maximum Option Period. The maximum period during which an Option may be exercised shall be
determined by the Committee on the date of grant, except that no Option that is intended to be an Incentive Stock Option shall be exercisable after the expiration of ten years from the date such Option was granted. In the case of an Incentive Stock
Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant. The terms of any Option that is an Incentive
Stock Option may provide that it is exercisable for a period less than such maximum period. 
 D. Maximum Value of Options
which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any person are exercisable for the first time during any calendar year (under all
stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options are not Incentive Stock Options. For purposes of this section, the Fair Market Value of
the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.

 E. Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be
nontransferable except by will or by the laws of descent and distribution and during the lifetime of the Participant shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of
a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant.
The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant in
any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant. 
 F. Vesting and
Termination of Continuous Service. Except as provided in a Stock Option Agreement, the following rules shall apply: 
 (i)
Options will vest as provided in the Stock Option Agreement. An Option will be exercisable only to the extent that it is vested on the date of exercise. Vesting of an Option will cease on the date of the Participant’s termination of Continuous
Service and the Option will be exercisable only to the extent the Option is vested on the date of termination of Continuous Service. 
 (ii) If the Participant’s termination of Continuous Service is for reason of death or Disability, the right to exercise the Option (to the extent vested) will expire, unless otherwise specified in the Stock Option Agreement, on the
earlier of (i) one (1) year after the date of the Participant’s termination of Continuous Service, or (ii) the expiration date under the terms of the Agreement. Until the expiration date, the Participant’s heirs, legatees or
legal representative may exercise the Option, except to the extent the Option was previously transferred pursuant to Section 6.E. 
  

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 (iii) If the Participant’s termination of Continuous Service is an involuntary
termination without Cause or a voluntary termination (other than a voluntary termination described in Section 6.F.(iv)), the right to exercise the Option (to the extent that it is vested) will expire, unless otherwise specified in the Stock
Option Agreement, on the earlier of (i) three (3) months after the date of the Participant’s termination of Continuous Service, or (ii) the expiration date under the terms of the Agreement. If the Participant’s termination
of Continuous Service is an involuntary termination without Cause or a voluntary termination (other than a voluntary termination described in Section 6.F(iv)) and the Participant dies after his or her termination of Continuous Service but
before the right to exercise the Option has expired, the right to exercise the Option (to the extent vested) shall expire, unless otherwise specified in the Stock Option Agreement, on the earlier of (i) one (1) year after the date of the
Participant’s termination of Continuous Service or (ii) the date the Option expires under the terms of the Stock Option Agreement, and, until expiration, the Participant’s heirs, legatees or legal representative may exercise the
Option, except to the extent the Option was previously transferred pursuant to Section 6.E. 
 (iv) If the
Participant’s termination of Continuous Service is for Cause or is a voluntary termination at any time after an event which would be grounds for termination of the Participant’s Continuous Service for Cause, the right to exercise the
Option shall expire, unless otherwise specified in the Stock Option Agreement, as of the date of the Participant’s termination of Continuous Service. 
 G. Exercise. An Option shall be exercised by completion, execution and delivery of notice (written or electronic) to the Corporation of the Option which states (i) the Option holder’s
intent to exercise the Option, (ii) the number of shares of Common Stock with respect to which the Option is being exercised, (iii) such other representations and agreements as may be required by the Corporation and (iv) the method
for satisfying any applicable tax withholding as provided in Section 10. Such notice of exercise shall be provided on such form or by such method as the Committee may designate, and payment of the exercise price shall be made in accordance with
Section 6.H. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time at such times and in compliance with such
requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining
shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock. 
 H.
Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in cash or a cash equivalent acceptable to the Committee or such other method as may be provided for in the Stock
Option Agreement. With the consent of the Committee, payment of all or part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation of a properly executed form of attestation of
ownership) of shares of Common Stock that have been held for at least six (6) months prior to the date of exercise, or (ii) if the Common Stock is traded on an established securities market, the Committee may approve a “cashless
exercise” by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the
Common Stock acquired upon exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment by the broker-dealer to forward the exercise price to the Corporation. If Common Stock is
used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the
Option is being exercised. 
 I. Buyout Provisions. The Committee may at any time offer to buy out an Option previously
granted for a payment in cash, shares of Common Stock or other property. Such buyout offer shall be on such terms and conditions as the Committee shall determine. 
 J. Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of
Common Stock to be received on exercise of such Option has been issued by the Corporation. 
  

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 K. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A
Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one
year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Secretary of the Corporation. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the
exercise of Incentive Stock Option issued under the Plan be endorsed with a legend in substantially the following form: 
 The
shares evidenced by this certificate may not be sold or transferred prior to             , 20    , in the absence of a written statement from the Corporation to the
effect that the Corporation is aware of the facts of such sale or transfer. 
 The blank contained in this legend shall be
filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option. 
 L. No Repricing of Options. The Committee may not without the approval of the stockholders of the Corporation lower the exercise
price of an outstanding Option, whether by amending the exercise price of the outstanding Option or through cancellation of the outstanding Option and reissuance of a replacement or substitute Option; provided that stockholder approval shall not be
required for adjustments made in connection with a capitalization event described in Section 9 in order to prevent enlargement, dilution or diminishment of rights. 
  

	7.	STOCK AWARDS 

 A. Stock Bonus Awards. Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and
conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time, and the terms and conditions of separate Stock Bonus Awards need not be identical, but each Stock Bonus Award shall include (through incorporation of the
provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 
 (i)
Consideration. A Stock Bonus Award may be granted in consideration for past services actually rendered to the Corporation or an Affiliate for its benefit. 
 (ii) Vesting. Shares of Common Stock granted under the Stock Bonus Award may, but need not, be subject to a vesting schedule and may, but need not, be subject to a share repurchase option in favor
of the Corporation as determined by the Committee. Any grant of the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8
of the Plan regarding Performance Shares and Performance Units. 
 (iii) Participant’s Termination of Service. In the
event of a Participant’s termination of Continuous Service, the Corporation may reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Stock Bonus
Award. 
 (iv) Transferability. Rights to acquire shares of Common Stock under the Stock Bonus Award shall be transferable
by the Participant only upon such terms and conditions as are set forth in the Stock Award Agreement, as the Committee shall determine in its discretion, so long as Common Stock granted under the Stock Bonus Award remains subject to the terms of the
Stock Award Agreement. 
 B. Restricted Stock Awards. Each Stock Award Agreement for a Restricted Stock Award shall be in
such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time, and the terms

  

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and conditions of separate Restricted Stock Awards need not be identical, but each Restricted Stock Award shall include (through incorporation of the provisions hereof by references in the
agreement or otherwise) the substance of each of the following provisions. 
 (i) Purchase Price. The purchase price, if
any, of a restricted stock awards shall be determined by the Committee. 
 (ii) Consideration. The purchase price of
Common Stock acquired pursuant to the Restricted Stock Award shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Committee, according to a deferred payment or other similar arrangement with the
Participant; or (iii) in any other form of legal consideration that may be acceptable to the Committee in its discretion; provided, however, that payment of the Common Stock’s “par value” shall not be made by deferred payment.

 (iii) Vesting. Shares of Common Stock acquired under a Restricted Stock Award may, but need not, be subject to a share
repurchase option in favor of the Corporation in accordance with a vesting schedule to be determined by the Committee. Any grant of the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the
Committee in accordance with the applicable provisions of Section 8 of the Plan regarding Performance Shares and Performance Units. 
 (iv) Participant’s Termination of Service. In the event of a Participant’s termination of Continuous Service, the Corporation may repurchase or otherwise reacquire any or all of the
shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Stock Award Agreement for such Restricted Stock Award. 
 (v) Transferability. Rights to acquire shares of Common Stock under a Restricted Stock Award shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Stock Award Agreement for such Restricted Stock Award, as the Committee shall determine in its discretion, so long as Common Stock granted under the Restricted Stock Award remains subject
to the terms of the Stock Award Agreement. 
 C. Stock Appreciation Rights. Each Stock Award Agreement for Stock
Appreciation Rights shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions of Stock Appreciation Rights may change from time to time, and the terms and conditions of
separate Stock Appreciation Rights need not be identical, but each Stock Appreciation Right shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

 (i) Benefit Provided. Each Stock Appreciation Right shall provide the Participant with the right to receive payment in
cash or shares of Common Stock having a Fair Market Value, as designated in the Stock Award Agreement for such Stock Appreciation Rights, of an amount equal to the difference between the Fair Market Value of the Common Stock on the date of grant of
such award and the Fair Market Value of the Common Stock on the date of exercise of such Stock Appreciation Right. 
 (ii)
Tandem Awards. Stock Appreciation Rights may be granted either alone or in tandem with other awards, including Options, under the Plan. 
 (iii) Vesting. The Stock Award Agreement for a Stock Appreciation Right shall provide the vesting schedule applicable to such award and may, but need not, provide that shares of Common Stock
acquired upon exercising a Stock Appreciation Right are subject to a repurchase option in favor of the Corporation. 
 (iv)
Participant’s Termination of Service. In the event of a Participant’s termination of Continuous Service, the Corporation may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which
have not vested as of the date of termination under the terms of the Stock Appreciation Right. 
  

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 (v) Transferability. Rights to acquire cash or shares of Common Stock under a Stock
Appreciation Right shall be transferable by the Participant only upon such terms and conditions as are set forth in the agreement, as the Committee shall determine in its discretion, so long as Common Stock received under the Stock Appreciation
Rights remains subject to the terms of the Stock Award Agreement. 
 D. Deferred Shares. The Committee may authorize
grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions: 
 (i) Each grant shall constitute the agreement by the Corporation to issue or transfer shares of Common Stock to the Participant in the future in consideration of the performance of services, subject to
the fulfillment during the Deferral Period of such conditions as the Committee may specify. 
 (ii) Each grant may be made
without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the date of grant. 
 (iii) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the date of grant, and any grant or sale may provide
for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event. 
 (iv) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have
any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.

 (v) Any grant of the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by
the Committee in accordance with the applicable provisions of Section 8 of the Plan regarding Performance Shares and Performance Units. 
 (vi) Each grant shall be evidenced by an agreement delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistent with the Plan.

  

	8.	PERFORMANCE SHARES AND PERFORMANCE UNITS 

 A. The Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon
the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions: 
 (i) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. 

(ii) The Performance Period with respect to each Performance Share or Performance Unit shall commence on the date established by the
Committee and may be subject to earlier termination in the event of a change in control of the Corporation or similar transaction or event. 
 (iii) Each grant shall specify the Performance Objectives that are to be achieved by the Participant. 
  

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 (iv) Each grant may specify in respect of the specified Performance Objectives a minimum
acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum
achievement of the specified Performance Objectives. 
 (v) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, shares of Common Stock or any combination thereof and may either grant to the Participant or
reserve to the Committee the right to elect among those alternatives. 
 (vi) Any grant of Performance Shares may specify that
the amount payable with respect thereto may not exceed a maximum specified by the Committee on the date of grant. Any grant of Performance Units may specify that the amount payable, or the number of shares of Common Stock issued, with respect
thereto may not exceed maximums specified by the Committee on the date of grant. 
 (vii) Any grant of Performance Shares may
provide for the payment to the Participant of dividend or other distribution equivalents thereon in cash or additional shares of Common Stock on a current, deferred or contingent basis. 
 (viii) If provided in the terms of the grant and subject to the requirements of Section 162(m) of the Code (in the case of Awards
intended to qualify for exception therefrom), the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the date of
grant that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement. 
 (ix) Each grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the
Performance Shares or Performance Units are subject to all of the terms and conditions of the Plan and such other terms and provisions as the Committee may determine consistent with the Plan. 
  

	9.	CHANGES IN CAPITAL STRUCTURE 

 A. No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or
its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise. 
 B. Changes in Capitalization. If the
Corporation shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration
therefore in money, services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options and other Awards hereunder and (ii) the number and class of shares then reserved for
issuance under the Plan (including the annual increase in shares reserved) and the maximum number of shares for which Awards may be granted to a Participant during a specified time period shall be appropriately and proportionately adjusted. The
conversion of convertible securities of the Corporation shall not be treated as effected “without receiving consideration.” The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

  

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 C. Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated
with another entity or sells or otherwise disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under the Plan, unless provisions are made in connection with such transaction for the
continuance of the Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the
number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise
specified in the Stock Award Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale. 
 D. Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease
of the number of authorized shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to
outstanding Options or Stock Awards. 
  

	10.	WITHHOLDING OF TAXES 

 The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in
order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with Federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of
restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to
(i) have Common Stock otherwise issuable under an Option or Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (ii) tender back to the Corporation shares of
Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (iii) deliver to the Corporation previously acquired Common Stock,
(iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant, or (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be
withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option or Stock Award. 
  

	11.	COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY
BODIES 

 A. General Requirements. No Option or Stock Award shall be exercisable, no
Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right
to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option or Stock Award is exercised may bear such legends and statements as the Committee
may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and
no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters. 
 B. Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular
award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such person’s own account, for investment only and
not with a view to the resale or distribution thereof. The Participant shall, at

  

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the request of the Committee, be required to represent and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant
to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory
to counsel for the Corporation, as to the application of such exemption thereto. 
  

	12.	GENERAL PROVISIONS 

 A. Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall (i) confer upon any
individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or
service of any individual at any time with or without assigning a reason therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits
of the Plan. 
 B. Use of Proceeds. The proceeds received by the Corporation from the sale of Common Stock pursuant to
this Plan shall be used for general corporate purposes. 
 C. Unfunded Plan. The Plan, insofar as it provides for grants,
shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any person with respect to any grant under this Plan shall be
based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation. 
 D. Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. 
 E. Choice of Law. The Plan and all Stock Option Agreements and Stock Award Agreements entered into under the Plan shall be interpreted under the Corporation Law of the State of Delaware excluding
(to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation Law of the State of Delaware. 
 F. Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to the Plan. The Committee may
provide for elimination of fractional shares or the settlement of such fraction shares in cash. 
 G. Foreign Employees.
In order to facilitate the making of any grant or combination of grants under the Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any Affiliate
outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative
versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan, as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval
by the stockholders of the Corporation. 
  

	13.	AMENDMENT AND TERMINATION 

 The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment
that (i) increases the aggregate number of shares of Common Stock that may be

  

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issued under the Plan, except as contemplated by Section 5A or 9B; (ii) changes the class of employees eligible to receive Incentive Stock Options; or (iii) stockholder approval is
required by the terms of any applicable law, regulation or rule, including the rules of any market on which the Corporation shares are traded or exchanged on which the Corporation shares are listed. Except as specifically permitted by the Plan,
Stock Option Agreement or Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock
Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any
amendment requiring stockholder approval shall be approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board. 
  

	14.	EFFECTIVE DATE OF PLAN, DURATION OF PLAN


 A. Pursuant to the October 26, 2009 Board resolutions, subject to approval within twelve
(12) months by the stockholders holding of a majority of the shares of entitled to vote thereon, the Plan became effective immediately upon the effectiveness of the Corporation’s registration statement containing the Corporation’s
initial public offering of stock, which occurred on November 19, 2009. In the event that the stockholders of the Corporation shall not approve the Plan, within such twelve (12) month period, the Plan shall terminate. 
 B. Unless previously terminated, the Plan will terminate October 26, 2019, except that Awards that are granted under the Plan prior to
its termination will continue to be administered under the terms of the Plan until the Awards terminate or are exercised. 
  

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 The foregoing Global Defense Technology & Systems, Inc. 2009 Performance Incentive
Plan was duly adopted and approved by the Board of Directors on October 26, 2009 and approved by the shareholders of the Corporation effective October 26, 2009. 
  

			
	 GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.

		
	By:	 	 /s/ Lisa Broome

	Name:	 	 Lisa Broome

	Secretary of the Corporation
	Date:	 	 November 19, 2009



  

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