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  Exhibit 10.5    
    


 
    SEVERANCE AND
  CHANGE OF CONTROL AGREEMENT    
    


        This Amended and Restated Severance and Change of Control Agreement ("Agreement") is
effective as of August 4, 2008, between Kratos Defense & Security Solutions, Inc. (the "Company") and Laura Siegal
("Siegal"), as approved by the Company's Board Compensation Committee. 


        A.    Siegal
is presently employed as Vice President & Controller of the Company. 



        B.    The
Company and Siegal entered into the original Severance and Change of Control Agreement, dated as of July             , 2007 (the
"Original Agreement") to (i) provide for the payment of severance compensation to Siegal upon a termination without Cause, or (ii) in the
event of a Change of Control, as defined herein. 


        C.    As
consideration for Siegal's agreement to continue her duties and responsibilities in her role as Chief Financial Officer, the Company and Siegal desire to amend the
Original Agreement to (i) make changes to comply with Section 409A of the Code, and (ii) to give Siegal additional protection if there is a Change of Control of the Company as set
forth in paragraph            hereof. 


        Therefore,
in consideration of the promises and the mutual covenants contained below, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows: 


        1.    Vesting Upon Change of Control.    Upon the closing of a transaction that constitutes a Change of Control (as
defined in paragraph 3(a) below), the vesting of 50% of all stock options, stock appreciation rights, restricted stock units and any other equity awards granted to Siegal under the Company's
equity incentive plans that as of the date of such Change of Control remain unvested shall accelerate, to the extent permissible by law, notwithstanding and in addition to any existing vesting
provisions set forth in the applicable equity award agreement and/or the Company equity incentive plan. On the one year anniversary of such Change of Control or upon a Triggering Event (as defined in
paragraph 3(b) below), whichever occurs sooner, the remaining unvested portion of any outstanding equity awards shall immediately vest. 


        2.    Severance Payments.    



        (a)   If
Siegal is (x) terminated without Cause (as defined in paragraph 3(c) below) prior to a Change of Control or (y) terminates as a result of a
Triggering Event (as defined in paragraph 3(b) below) after a Change of Control (as defined in paragraph 3(a) below), then Siegal will be entitled to receive in satisfaction of all
obligations (other than as provided in paragraph 1 above) that the Company may have to Siegal: (i) in the case of clause (x) hereof, severance compensation equal to nine
(9) months of her base salary then in effect; or in the case of clause (y) hereof, severance compensation equal to nine (9) months of her base salary plus her maximum potential
bonus amount for nine (9) months; in either case, less applicable taxes and withholding; and, if needed by Siegal, (ii) her then-current health insurance coverage, at the
then current employee cost, during the nine (9) month period following a termination in the case of clause (x) or during the nine (9) month period following a resignation in the
case of clause (y). Such benefits will be provided for the nine (9) month period following the date of Siegal's termination. In addition, in the event that Siegal is terminated without
Cause, the vesting of 100% of all stock options, stock appreciation rights, restricted stock units and any other equity awards granted to Siegal under the Company's equity incentive plans that as of
the date of such termination remain unvested shall accelerate, to the extent permissible by law, notwithstanding and in addition to any existing vesting provisions set forth in the applicable equity
award agreement and/or the Company equity incentive plan. The foregoing severance compensation, health insurance coverage and acceleration of vesting will be conditioned upon Siegal's execution of a
separation agreement with a release of claims reasonably satisfactory to the Company and such cash severance compensation shall be paid in a 









single
lump sum payment within thirty (30) days following Siegal's execution of such separation agreement. 


        (b)   Notwithstanding
any other provision of this Agreement to the contrary, if Siegal is a "specified employee" within the meaning of Section 409A of the Code and the
related guidance ("Section 409A") at the time of Siegal's separation from service, then only that portion of the severance and benefits set
forth in paragraph 2(a) above, together with any other severance payments or benefits, that may be considered deferred compensation under Section 409A, which (when considered together)
do not exceed the Section 409A Limit (as defined below) and which qualify as separation pay under Treasury Regulation Section 1.409A-1(b)(9)(iii), may be paid within the
first six (6) months following Siegal's separation from service in accordance with paragraph 2(a) above or (for payments or benefits not provided under this Agreement) with the payment
schedule applicable to each such other payment or benefit. Otherwise, the portion of the severance and benefits provided under this Agreement, together with any other severance payments or benefits
that may be considered deferred compensation under Section 409A, that would otherwise be payable within the six (6) month period following Siegal's separation from service will accrue
during such six (6) month period and will be paid in a lump sum on the date six (6) months and one (1) day following the date of Siegal's separation from service (or the next
business day if such date is not business day). All remaining severance payments and benefits will be payable in accordance with the payment schedule applicable to such payments or benefits. For
purposes of this Agreement, "Section 409A Limit" means the lesser of two (2) times: (i) the sum of Siegal's annualized compensation based upon the annual rate of pay for services
provided to the Company for the taxable year of Siegal preceding the taxable year of Siegal's separation from service from the Company as determined under Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A)(1) and any related Internal Revenue Service guidance; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant
to Section 401(a)(17) of the Code for the year in which such separation from service occurs. 




        3.    Definition of Change of Control and Triggering Event.    



        (a)   A
Change of Control means: (i) the acquisition by an individual person or entity or a group of individuals or entities acting in concert, directly or indirectly,
through one transaction or a series of transactions, of more than 50% of the outstanding voting securities of the Company; (ii) a merger or consolidation of the Company with or into another
entity after which the stockholders of the Company immediately prior to such transaction hold less than 50% of the voting securities of the surviving entity; (iii) any action or event that
results in the Board of Directors consisting of fewer than a majority of Incumbent Directors ("Incumbent Directors" shall mean directors who either
(A) are directors of the Company as of the date hereof, or (B) are elected or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination); or (iv) a sale of all or substantially all of the assets of the Company. 



        (b)   A
Triggering Event means (i) Siegal's termination from employment by the Company without Cause; (ii) a material change in the nature of Siegal's role or
job responsibilities so that Siegal's job duties and responsibilities after the Change of Control, when considered in their totality as a whole, are substantially different in nature from the job
duties Siegal performed immediately prior to the Change of Control; or (iii) the relocation of Siegal's principal place of work to a location of more that thirty (30) miles from the
location Siegal was assigned to immediately prior to the Change of Control; provided, however, in the
case of a Triggering Event described in clause (ii) or (iii) hereof, such condition shall not exist unless Siegal provides written notice to the Company within ninety (90) days of
its initial existence and the Company does not cure such condition within thirty (30) days from the date it receives such notice from Siegal. In addition, no Triggering Event will be deemed to
have occurred unless Siegal separates from service within twelve (12) months from the date such Triggering Event initially occurs. 









        (c)   "Cause"
means (i) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Siegal with respect to Siegal's obligations
or otherwise relating to the business of the Company; (ii) Siegal's material breach of this Agreement or the Company's standard form of confidentiality agreement; (iii) Siegal's
conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;
(iv) Siegal's failure to perform her duties and responsibilities as Vice President and Corporate Controller to the reasonable satisfaction of the Board after being provided with notice thereof
and thirty (30) days opportunity to remedy such failure; and (v) Siegal's willful neglect of duties or poor performance. Notwithstanding the foregoing, a termination under
subsection (v) shall not constitute a termination for "Cause" unless the Company has first given Siegal written notice of the offending conduct (such notice shall include a description of
remedial actions that the Company reasonably deems appropriate to cure such offending conduct) and a thirty (30) day opportunity to cure such offending conduct. In the event the Company
terminates Siegal's employment under subsection (v), the Company agrees to participate in binding arbitration, if requested by Siegal, to determine whether the cause for termination was willful
neglect of duties or poor performance as opposed to some other reason that does not constitute Cause under this Agreement. 




        4.    General Provisions.    Except as set forth in this Agreement, the terms of the Offer Letter remain unchanged.
Nothing in this Agreement is intended to change the at-will nature of Siegal's employment with the Company. This Agreement and the Offer Letter, including the Additional Terms and
Conditions attached thereto and the Proprietary Information and Innovations Agreement signed by Siegal, constitute the entire agreement between Siegal and the Company with respect to Siegal's
employment with the Company, and supersedes and replaces the Original Agreement in its entirety. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in
writing and signed by the parties. 


        5.    Compliance with Section 409A of the Code.    This Agreement is intended to comply with
Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this
Agreement, the Company, in the exercise of its sole discretion and without the consent of Siegal, may amend or modify this Agreement in any manner in order to meet the requirements of
Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury Department guidance. Any provision of this Agreement that would cause the payment of any benefit to fail
to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Code
or any regulations or rulings thereunder). Siegal is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code. 



        6.    Parachute Payment Excise Tax.    



        (a)   In
the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to Siegal for Siegal's benefit, paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Siegal's employment with the Company or a Change of Control (a
"Payment" or "Payments"), would be subject to the excise tax imposed by Code Section 4999, or any
interest or penalties are incurred by Siegal with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then Siegal will be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Siegal of all taxes (including any interest or penalties (other than interest and penalties imposed by reason of Siegal's
failure to file timely a tax return or pay taxes shown due on Siegal's return) imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross-Up
Payment, Siegal retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 









        (b)   An
initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be
made by the Company. the Company shall provide its determination (the "Determination"), together with detailed supporting calculations and
documentation, to Siegal within fifteen (15) days of the date of Siegal's termination, if applicable, or such other time as requested by Siegal (provided Siegal reasonably believes that any of
the Payments may be subject to the Excise Tax). If requested by the Siegal, the Company shall furnish Siegal, at the Company's expense, with an opinion reasonably acceptable to Siegal from the
Company's accounting firm (or an accounting firm of equivalent stature reasonably acceptable to Siegal) that there is a reasonable basis for the Determination. Any Gross-Up Payment
determined pursuant to this paragraph 6 shall be paid by the Company to Siegal within five (5) days of receipt of the Determination. 


        (c)   As
a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof)
will be paid which should not have been paid (an "Excess Payment") or a Gross-Up Payment (or a portion thereof) which should have been paid
will not have been paid (an "Underpayment"). 


        (d)   An
Underpayment shall be deemed to have occurred (A) upon notice (formal or informal) to Siegal from any governmental taxing authority that Siegal's tax liability
(whether in respect of Siegal's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to
which the Company has failed to make a sufficient Gross-Up Payment, (B) upon a determination by a court, or (C) by reason of determination by the Company (which shall include
the position taken by the Company, together with its consolidated group, on its federal income tax return). If an Underpayment occurs, Siegal shall promptly notify the Company and the Company shall
promptly, but in any event at least five (5) days prior to the date on which the applicable government taxing authority has requested payment, pay to
Siegal an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of Siegal's failure to
file timely a tax return or pay taxes shown due on Siegal's return) imposed on the Underpayment. 


        (e)   An
Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or
Payments (or portion thereof) with respect to which Siegal had previously received a Gross-Up Payment. A "Final Determination" shall be deemed to have occurred when Siegal has received
from the applicable government taxing authority a refund of taxes or other reduction in Siegal's tax liability by reason of the Excise Payment and upon either (A) the date a determination is
made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds Siegal and such taxing authority, or in the event that a claim is
brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all
appeals has expired or (B) the statute of limitations with respect to Siegal's applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess
Payment shall be repaid by Siegal to the Company unless, and only to the extent that, the repayment would either reduce the amount on which Siegal is subject to tax under Code Section 4999 or
generate a refund of tax imposed under Code Section 4999. 


        (f)    Notwithstanding
anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or
Payments, the 












Company
shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments. 



					
	 	 	Laura Siegal
	

Dated:	
 	

  








	

 	
 	
Kratos Defense & Security Solutions, Inc.
	

Dated:	
 	

By:	
 	

  





Eric DeMarco, Chief Executive Officer
















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Exhibit 10.5


SEVERANCE AND CHANGE OF CONTROL AGREEMENT