EX-10.1






AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT




THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Stockholders
Agreement, dated as of November 8, 2010 (the “Agreement”), by and among Booz Allen Hamilton
Holding Corporation, a Delaware corporation (the “Company”), the various stockholders party
thereto and Explorer Coinvest LLC, a Delaware limited liability company (the “Initial Carlyle
Stockholder”), is made and entered into effective as of this 12th day of June, 2012, by and
between the Company and the Carlyle Stockholders. All capitalized terms used herein but not
defined herein shall have the meaning assigned to them in the Agreement, and, except as otherwise
provided below, references herein to a specific Section will refer to the corresponding Section of
the Agreement.



WHEREAS, the Company and certain of its stockholders have entered into the Agreement;



WHEREAS, in accordance with Section 16(k)(i) of the Agreement, the Carlyle Stockholders and
the Executive Stockholders holding a majority of the Securities held by the Executive Stockholders
have provided their prior written consent to this Amendment; and



WHEREAS, the board of directors of the Company has approved this Amendment.



NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and
warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree
as follows:



1. Amendment to Section 1.01(a) . Section 1.01(a) is hereby deleted in its entirety
and replaced as follows:




(a) Each Executive Stockholder and Carlyle Stockholder shall vote all of the Voting Shares
over which such Executive Stockholder or such Carlyle Stockholder has voting control and
shall take all other necessary or desirable actions within such Executive Stockholder’s or
such Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Carlyle
Stockholder’s capacity as a stockholder, director, member of a Board committee or officer of
the Company or otherwise, and including, without limitation, attendance at meetings in
person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu
of meetings, and approval of amendments and/or restatements of the Company’s certificate of
incorporation or by-laws) so that (i) the authorized number of directors (the
“Directors”) on the Board shall be at least six and no greater than twelve and
(ii) the Directors shall be persons nominated or designated in accordance with this
Section 1. Three Directors, who may be full-time employees of the Carlyle
Stockholders or any of their respective Affiliates (other than the Company and its
subsidiaries), shall be designated for nomination by the Carlyle Stockholders;
provided, however, that the Carlyle Stockholders may, in their sole
discretion, (i) choose on any occasion to designate fewer than three Directors for
nomination or (ii) relinquish the right to designate for nomination one or more Directors.
Two Directors, who shall be full-time employees of BAH, shall be designated for nomination
for election by the Chief Executive Officer of the Company; provided,
however, that at any time when the Chief Executive Officer of the Company shall not
have been a full-time employee of BAH for at least five years, such two Directors shall
instead be designated for nomination by the Executive Stockholders holding a majority of the
Voting Shares held by all Executive Stockholders (in either case, the individuals designated
pursuant to this sentence shall be referred to as the “Executive Directors”); and
provided, further, that (1) the number of Directors that may be designated
for nomination pursuant to this sentence on any occasion may be reduced by the Leadership
Team with the approval of the Executive Stockholders holding a majority of the Voting Shares
held by all Executive Stockholders and (2) the Leadership Team with the approval of the
Executive Stockholders holding a majority of the Voting Shares held by all Executive
Stockholders may cause to be relinquished the right to designate for nomination one or more
Directors under this sentence. Any remaining Directors shall be jointly designated for
nomination for election by the Chief Executive Officer and the Carlyle Stockholders;
provided, however, that if (x) the Chief Executive Officer of the
Company has not been a full-time employee of BAH for at least five years, (y) such
Chief Executive Officer of the Company has not been designated as an Executive Director, and
(z) the Carlyle Stockholders determine that such Chief Executive Officer of the
Company should serve as a Director, such Chief Executive Officer shall be so designated for
nomination for election and shall constitute one of such remaining Directors. Any Directors
(other than the Chief Executive Officer of the Company) designated pursuant to the
immediately preceding sentence, and any Directors designated by the Carlyle Stockholders who
are not full-time employees of the Carlyle Stockholders or any of their respective
Affiliates (other than the Company and its subsidiaries) and were designated after
consultation with the Chief Executive Officer of the Company are hereinafter sometimes
referred to as the “Unaffiliated Directors.”



2. No Modification. On and after the effective date of this Amendment each reference
in the Agreement to “this Agreement,” “herein,” “hereunder,” “hereof,” “hereby,” or words of like
import referring to the Agreement shall mean and be a reference to the Agreement as amended by this
Amendment. The Agreement, as amended by this Amendment, is and shall continue to be in full force
and effect in accordance with its terms, and except as expressly set forth in this Amendment no
other amendment or modification to the Agreement is agreed to or implied.



3. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to its principles or rules of
conflict of laws to the extent such principles or rules are not mandatorily applicable by statute
and would require or permit the application of the laws of another jurisdiction.



4. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be deemed to constitute one
and the same agreement. Any facsimile copies hereof or signature thereon shall, for all purposes,
be deemed originals.



[The remainder of this page has been left blank intentionally.]




IN WITNESS WHEREOF, each of the parties has executed this Amendment as of June 12,
2012.




BOOZ ALLEN HAMILTON HOLDING CORPORATION



	 	 	 
	By:
	 	/s/ Ralph W. Shrader

	 	 	 

	 	 	Name: Ralph W. Shrader








	 	 	Title: Chairman, Chief Executive Officer and

President




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	 	 	 	EXPLORER COINVEST LLC






	 	 	 	By:
Carlyle Partners V US Manager, L.L.C, its
manager






	 	 	 	By:
TC Group, L.L.C., its managing member






	 	 	 	By:
Carlyle Holdings I, L.P., its managing member






	 	 	 	By:
Carlyle Holdings I GP Sub L.L.C., its general
partner






	 	 	 	By:
Carlyle Holdings I GP Inc., its managing member






By: /s/ Ian Fujiyama

Name: Ian Fujiyama

Title: Managing Director





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