This Amendment No. 3 to Employment Agreement, made as of January 11, 2019, is by and between GSE
Systems, Inc., a Delaware corporation (the “Company”), and Kyle J. Loudermilk, an employee of the Company (the “Executive”).
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
After the Company publicly reports its financial performance for the second
quarter, if the Compensation Committee determines that the Company is on-target to achieve at least the minimum annual Bonus target amounts then the Compensation Committee may, in its sole discretion, authorize payment to the Executive of 10% of
the amount of Bonus that is projected to be earned for the full year; provided, however, that the Executive shall be required to repay to the Company any amount so paid in the event that such amount exceeds the total Bonus amount actually earned
during such year, as finally calculated based on full-year financial performance.
In addition, if the Executive terminates his employment for Good Reason or the Company terminates his
employment for any reason other than Cause, in each case within one year following the effective date of a Change of Control, in lieu of the payment described in Section 9(c)(iii), the Executive shall also be entitled to receive, on the Date of
Termination, an amount, payable in one lump sum, equal to the greater of (i) the actual amount of bonus earned by the Executive as of such date or (ii) the target amount of bonus for the period during which the employment of the Executive
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
GSE SYSTEMS, INC.
By: /s/ Daniel Pugh /s/
Senior Vice President, General Counsel
and Risk Management Officer
Kyle J. Loudermilk
/s/ Kyle J. Loudermilk