0001047469-11-001644 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • California

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Ben Goodwin, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Kratos Government Solutions, Inc., a Delaware corporation (the “Company”) and David Carter, an individual (“Executive”), effective as of July 22, 2010 (“Effective Date”). For purposes of this Agreement, the defined term “Company” is intended to include DTI Associates, Inc. (“DTI”). Certain terms used in this Agreement denoted by initial capital letters are defined in Section 17.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Kratos Government Solutions, Inc., a Delaware corporation (“Company”) and Phil Carrai, an individual (“Executive”), effective as of January 1, 2011 (“Effective Date”). For purposes of this Agreement, the defined term “Company” is intended to include SYS, d/b/a SYS Technologies, Inc. (“SYS”).

SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Severance and Change of Control Agreement • March 2nd, 2011 • Kratos Defense & Security Solutions, Inc. • Communications services, nec

This SEVERANCE AND CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of August 2, 2010 by and between Kratos Defense & Security Solutions, Inc., (the “Company”) and Deborah S. Butera (“Butera”), as approved by the Company’s Board Compensation Committee.

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