Board Uses in Amendment and Termination Clause

Amendment and Termination from Employee Stock Purchase Plan

Amendment and Termination. The Committee shall have complete power and authority to terminate or amend the Plan; provided, however, that any amendment that would (i) increase the maximum number of shares which may be issued under any Offering (except pursuant to Section 10.03); or (ii) amend the requirements as to the class of employees eligible to participate in the Plan shall require action by the Board and approval of the shareholders. Unless otherwise determined by the Committee, the termination date of the Plan shall be deemed to be a Purchase Date, and all options then outstanding under the Plan shall be exercised.

Amendment and Termination from Employee Stock Purchase Plan

Amendment and Termination. The Committee shall have complete power and authority to terminate or amend the Plan; provided, however, that any amendment that would (i) increase the maximum number of shares which may be issued under any Offering (except pursuant to Section 10.03); or (ii) amend the requirements as to the class of employees eligible to participate in the Plan shall require action by the Board and approval of the shareholders. Unless otherwise determined by the Committee, the termination date of the Plan shall be deemed to be a Purchase Date, and all options then outstanding under the Plan shall be exercised.

Amendment and Termination from Severance Plan

The purpose of the Plan is to enable the Company to offer certain protections to a select group of management or highly compensated employees (as determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) if their employment with the Employer is terminated under the circumstances described herein. The Plan was initially adopted effective as of March 3, 2010, was subsequently amended and restated effective as of September 23, 2014 and as of December 9, 2015, and is subsequently amended and restated in the form herein effective as of March 2, 2016.

Amendment and Termination. The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of the Plan by action of the Board (or a duly authorized committee thereof) at any time, provided that in no event shall any amendment, except for amendments pursuant to Section 7.8(a), reducing the Severance Benefits provided hereunder or any Plan termination be effective prior to the later of (A) the third (3rd) anniversary of September 23, 2014 (i.e., the original restatement date of the prior version of the Plan in effect prior to the Restatement Date) and (B) one year after the Company provides written notice to the Participant that it wishes to amend or terminate this Plan and the nature of the amendments, if applicable, and further provided, that the Company shall not amend or terminate the Plan at any time after (i) the occurrence of a Change in Control or (ii) the date the Company enters into a definitive agreement which, if consummated, would result in a Change in Control, unless the potential Change in Control is abandoned (as publicly announced by the Company), in either case until two (2) years after the occurrence of a Change in Control, provided that all Severance Benefits under the Plan have been paid.

Amendment and Termination from Long Term Incentive Plan

Amendment and Termination. Except to the extent prohibited by applicable law:

AMENDMENT AND TERMINATION from Employee Stock Purchase Plan

AMENDMENT AND TERMINATION. The Board may, at any time, amend or terminate the Plan, provided that, subject to subsection 3.3 (relating to certain adjustments to shares), no amendment or termination may adversely affect the rights of any Participant or beneficiary with respect to shares that have been purchased prior to the date such amendment is adopted by the Board. No amendment of the Plan may be made without approval of the Companys shareholders to the extent that such approval is required to maintain compliance with the requirements of Code section 423.

Amendment and Termination from Executive Bonus Plan

Amendment and Termination. The Board may amend or terminate the Plan at any time and for any reason; provided, however, that if and to the extent required to ensure the Plan's qualification under Code Section 162(m), any such amendment shall be subject to stockholder approval; and provided further that the Board may not amend the Plan such that it would have a material adverse impact on outstanding Target Awards without the consent of the affected Participants.

AMENDMENT AND TERMINATION from Deferred Compensation Plan

The purpose of the Booz Allen Hamilton Inc. Nonqualified Deferred Compensation Plan is to enhance the ability of Booz Allen Hamilton Inc. to attract and retain employees by providing a select group of senior management and highly compensated employees of the Company and its Affiliates with an opportunity to defer receipt of certain compensation.

AMENDMENT AND TERMINATION. The Board or the Compensation Committee may, at its sole discretion, amend or terminate the Plan at any time provided that the amendment or termination shall not decrease the amounts credited to a Participant's Account as of such amendment or termination. Upon termination of the Plan, Participants' Accounts shall be distributed in accordance with Article VIII unless the Board or the Compensation Committee determines in its sole discretion that all such amounts shall be distributed upon termination of the Plan in accordance with the requirements of section 409A of the Code and the regulations thereunder.

Amendment and Termination from Stock Incentive Plan
Amendment and Termination from Deferred Compensation Plan

Amendment and Termination. The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in his or her Accounts and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met.

AMENDMENT AND TERMINATION from Retirement Plan

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res

AMENDMENT AND TERMINATION. 8.1Amendments. The Company reserves the right to make, from time to time, any amendment or amendments to the Plan which do not cause any part of the Accounts to be used for or diverted to any purpose other than the exclusive benefit of Participants or their beneficiaries and which do not operate retroactively so as to affect adversely the rights of any Participant or beneficiary of the Plan prior to such action. The Company has delegated to the Committee the authority to cause to be prepared, to approve, and to execute any amendments, including for the purpose of merging, consolidating, freezing, or completing the termination of the Plan or Trust; provided, however, the Board of Directors (organization) values">Board of Directors of the Company shall approve any amendment that would result in:(a)The greater of a 5 percent or $500,000 increase in the cost of funding or administering a Plan, unless:(i)the Committee reasonably believes that such amendment or action is necessary to bring the Plan or Trust into compliance with ERISA, or any other applicable law, or to maintain the Plan's or Trust's qualification under, or compliance with, provisions of the Internal Revenue Code, as from time to time in effect, or (ii)such amendment or action is necessary to implement the provisions of any collective bargaining or other agreement validly executed by any employer participating in the Plan;(b)Disqualification, termination or partial termination of the Plan or loss of tax-exempt status of the Trust;(c)Violation of the terms and conditions of any collective bargaining agreement for the Plan and Trust subject to such agreements;(d)The appointment or removal of a Plan or Trust trustee, investment manager, custodian or other professional firm engaged by the Committee in connection with the investment or management of the Plan's or Trust's assets;(e)A change in the membership or structure, or a material change in the powers, duties or responsibilities, of the Committee or a change in the indemnification of any fiduciary of the Plan or Trust (except that the Committee may amend any Plan to transfer to the Committee any or all of the powers, rights, responsibilities and duties described in Section 6.2 which are currently granted by the Plan neither to the Committee nor to the Company or this Board); or(f)An increase in the duties or responsibilities of the Board of Directors of the Company under any such Plan or Trust.No person has the authority to modify the terms of the Plan, except by means of authorized written amendments to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Company or the Plan.8.2Right to Terminate. The Company expects to continue the Plan indefinitely, but the continuance of the Plan and the payment of contributions are not assumed as contractual obligations. If the Plan shall be terminated, the Trustee shall continue to hold, invest, and administer the Trust Fund in accordance with the provisions of the Trust Agreement and shall make distributions there from in accordance with the provisions of the Plan, as then in effect, pursuant to instructions filed with the Trustee by the Committee upon such termination or from time to time thereafter, subject to Section 8.4.8.3Action by the Company. Any action by the Company to amend or terminate the Plan may be taken by resolution of the Board of Directors or by any person or persons duly authorized by resolution of the Board of Directors to take such action.8.4Distribution of Accounts upon Plan Termination. The distribution of Participants' Accounts after termination of the Plan may, in the Company's discretion, be deferred until receipt of approval by the Internal Revenue Service that termination of the Plan did not adversely affect its qualification under Sections 401(a) and 401(k) of the Code.