Exhibit 10.1


 


Execution Copy


 


AMENDMENT
To Employment agreement 


 


This
Amendment to Employment Agreement (this “Amendment”) is entered into as of the 22nd day
of November, 2015, by and between TeleCommunication Systems, Inc. (the “Company”) and Maurice B. Tosé
(“Executive”).


 


Recitals


 


A.          Executive
entered into that certain Employment Agreement with the Company dated March 1, 2014 (the “Employment Agreement”).


 


B.          Contemporaneously
with the execution and delivery of this Amendment, the Company is entering into an Agreement and Plan of Merger of even date herewith
(as amended, restated, supplemented or modified from time to time, the “Merger Agreement”) with Comtech Telecommunications
Corp., a Delaware corporation (“Parent”), and Typhoon Acquisition Corp., a Maryland corporation and a
wholly owned subsidiary of Parent.


 


C.          The
Company and Executive wish to amend and clarify the Employment Agreement as set forth herein.


 


Now,
Therefore, in consideration of these premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1.          Amendment
to the Employment Agreement.  The Employment Agreement be and hereby is amended as follows:


 


	a.		Section 4.3.1 of the Employment Agreement is amended and restated to read as follows:



 


“Termination Events Triggering
Compensation.  Company shall pay or cause to be paid to Executive such compensation as provided in Section 4.3.2,
if Executive’s employment under this Agreement is terminated by Company without Good Cause or by Executive for Good Reason,
in either case at any time between November 22, 2015 and a Change in Control (as defined in Section 4.3.3) or coincident with or
within 24 months after a Change in Control (as defined in Section 4.3.3).”


 


2.          Merger
Agreement.  Notwithstanding anything to the contrary contained herein, this Amendment will terminate, and will be
null and void ab initio, upon any termination of the Merger Agreement.


 


3.          Governing
Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of Maryland, regardless
of the laws that might otherwise govern under applicable principles of conflicts of law.


 


4.          Entire
Agreement.  This Amendment and the Employment Agreement (including the exhibit attached thereto) constitute the full
and entire understanding and


 




    	 	 	 



     


    

 


agreement between the parties with respect
to the subject matter hereof.  The recitals set forth above are hereby incorporated by reference herein.


 


5.          Counterparts;
Facsimile Signatures.  This Amendment may be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.  This Amendment may also be executed and delivered by facsimile
or email transmission and in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature Page Follows]


 




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In
Witness Whereof, the parties hereto have executed this Employment Agreement
Amendment as of the date set forth in the first paragraph hereof.  


 


	 	COMPANY:
	 	 
	 	TELECOMMUNICATION SYSTEMS, INC.
	 	 	 	 
	 	 	By:	/s/ Don Carlos Bell, III
	 	 	Name: 	Don Carlos Bell, III
	 	 	Title:   	Chairman of the Special Committee
	 	 
	 	EXECUTIVE:
	 	 	 	 
	 	 	By:	/s/ Maurice B. Tosé
	 	 	Name: 	Maurice B. Tosé


 




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