Exhibit








Exhibit 10.31


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT




THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Kirk Herdman (the “Employee”).


WHEREAS, the Company and Employee entered into that certain Employment Agreement dated April 4, 2017, including the Stock Incentive Plan attached as Exhibit A thereto (the “Original Employment Agreement”), as amended by that certain First Amendment dated September 10, 2017 (collectively, the “Employment Agreement”); and


WHEREAS, the Company and the Employee mutually wish to correct certain typographical errors in the Employment Agreement; and


WHEREAS, the Company and the Employee mutually wish to amend Section 2.1(g) of the Employment Agreement which relates to the treatment of Long-Term Incentive Shares in the event of a Change of Control; and


WHEREAS, the Company and the Employee mutually wish to amend Section 7.3 of the Stock Incentive Plan attached to the Original Employment Agreement as Exhibit A (the “Stock Incentive Plan”), which relates to the treatment of Long-Term Incentive Shares in the event of a Change of Control.


NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Second Amendment, the parties agree:


		
	1.
	Section 2.1(g) of the Employment Agreement is hereby deleted in its entirety and replaced with the following language:




(g) Upon the occurrence of a Change of Control, immediately prior to the scheduled consummation of a Change of Control, all shares of Restricted Stock shall become immediately vested and all Long-term Incentive Shares that have not been granted shall be granted and become immediately vested.


		
	2.
	Section 4.2 of the Employment Agreement is amended by deleting the word “SICP” and replacing it with the word “AIP”.




		
	3.
	Section 4.3 of the Employment Agreement is amended by deleting the word “SICP” and replacing it with the word “AIP”.




		
	4.
	Section 4.3 of the Employment Agreement is further amended by deleting the words “(ii) compensation and benefits set forth in Sections 4.2(i) and 4.2(iv)” and replacing them with the words “(ii) compensation and benefits set forth in Sections 4.2(i) and 4.2(v)”. 




		
	5.
	Section 4.3 of the Employment Agreement is further amended by adding the following language to the end of Section 4.3, immediately following the sentence ending with “under the Affordable Care Act”:




Stock options will remain exercisable for a period of one (1) year following termination (unless such options have been terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control (with effect immediately prior to the scheduled consummation of the Change of Control).


		
	6.
	Section 7.3 of the Stock Incentive Plan included as Exhibit A of the Employment Agreement is hereby deleted in its entirety and replaced with the following language:




7.3 Change of Control. Upon the occurrence of a Change of Control, immediately prior to the scheduled consummation of a Change of Control, all shares of Restricted Stock shall become immediately vested and all Long-term Incentive Shares that have not been granted shall be granted and become immediately vested.


		
	7.
	Capitalized terms used in this Second Amendment shall have the meaning assigned to such terms in the Employment Agreement unless otherwise provided in this Second Amendment.















		
	8.
	Except as modified herein, the Employment Agreement and all of the terms and provisions thereof shall remain unmodified and in full force and effect as originally written. 




IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Employment Agreement as of the Second Amendment Effective Date set forth above.




	
			
	THE KEYW CORPORATION:
	 
	EMPLOYEE:

	/s/ William J. Weber
	 
	/s/ Kirk Herdman

	William J. Weber
	 
	Kirk Herdman

	President and Chief Executive Officer
	 
	EVP, Business Development and Strategy