COMTECH TELECOMMUNICATIONS CORP DE
For the period ended Jul 31, 2024. Filed Oct 30, 2024.
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FY2024 · Filed Oct 30, 2024
CMTL$1.19+6.2%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| ExhibitNumber | Description of Exhibit | Incorporated ByReference to Exhibit |
| 3(a)(i) | Restated Certificate of Incorporation of the Registrant, dated August 18, 2006 | Exhibit 3(a)(i) to the Registrant’s 2006 Form 10-K |
| 3(a)(ii) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Comtech Telecommunications Corp., dated December 28, 2021 | Exhibit 3.1 to the Registrant's Form 8-K, filed December 30, 2021 |
| 3(a)(iii) | Third Amended and Restated By-Laws of the Registrant, dated September 26, 2017 | Exhibit 3(a)(ii) to the Registrant’s 2017 Form 10-K |
| 3(a)(iv) | Certificate of Designations of Series B-1 Convertible Preferred Stock, dated June 17, 2024 | Exhibit 3.1 to the Registrant's Form 8-K filed June 18, 2024 |
| 3(a)(v) | Certificate of Elimination of Series B-1 Convertible Preferred Stock, dated October 23, 2024 | |
| 3(a)(vi) | Certificate of Designations of Series B-2 Convertible Preferred Stock, dated October 17, 2024 | Exhibit 3.1 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 4(a)(i) | Form of Warrant Agreement | Exhibit 4.1 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 4(a)(ii) | Description of Comtech Telecommunications Corp.'s Securities Registered Pursuant to Section 12 of the Exchange Act | |
| 10(a)* | Third Amended and Restated 2001 Employee Stock Purchase Plan | Appendix B to the Registrant’s Proxy Statement, filed November 18, 2022 |
| 10(b)* | 2000 Stock Incentive Plan, Amended and Restated, dated December 15, 2022 | Appendix A to the Registrant’s Proxy Statement, filed November 18, 2022 |
| 10(c)(1)* | Form of Stock Option Agreement pursuant to the 2000 Stock Incentive Plan | Exhibit 10(f)(7) to the Registrant’s 2005 Form 10-K |
| 10(c)(2)* | Form of Stock Option Agreement for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2020 | Exhibit 10(d)(3) to the Registrant's 2020 Form 10-K |
| 10(d)(1)* | Form of Cash-Settled Performance Unit Agreement pursuant to the 2000 Stock Incentive Plan | Exhibit 10(e)(2) to the Registrant's 2023 Form 10-K |
| 10(e)(1)* | Form of Long-Term Performance Share Award Agreement pursuant to the 2000 Stock Incentive Plan - 2018 | Exhibit 10(f)(2) to the Registrant's 2019 Form 10-K |
| 10(f)(1)* | Form of Restricted Stock Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2019 | Exhibit 10(g)(3) to the Registrant's 2019 Form 10-K |
| 10(f)(2)* | Form of Restricted Stock Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2022 | Exhibit 10(g)(4) to the Registrant's 2022 Form 10-K |
| 10(g)(1)* | Form of Restricted Stock Unit Agreement for Employees pursuant to the 2000 Stock Incentive Plan - 2017 | Exhibit 10(h)(1) to the Registrant’s 2017 Form 10-K |
| 10(g)(2)* | Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan | Exhibit 10(aa) to the Registrant’s 2016 Form 10-K |
| 10(g)(3)* | Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2020 | Exhibit 10.1 to the Registrant's Form 10-Q, filed June 3, 2020 |
| ExhibitNumber | Description of Exhibit | Incorporated ByReference to Exhibit |
|---|---|---|
| 10(g)(4)* | Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Non-employee Directors pursuant to the 2000 Stock Incentive Plan - 2022 | Exhibit 10(h)(7) to the Registrant's 2022 Form 10-K |
| 10(g)(5)* | Form of Restricted Stock Unit Agreement (eligible for dividend equivalents) for Employees pursuant to the 2000 Stock Incentive Plan - 2022 | Exhibit 10(h)(8) to the Registrant's 2022 Form 10-K |
| 10(h)(1)* | Form of Other Stock-Based Award Agreement pursuant to the 2000 Stock Incentive Plan | Exhibit 10(i)(3) to the Registrant's 2023 Form 10-K |
| 10(i)(1)* | Form of Share Unit Agreement (eligible for dividend equivalents) for Employees pursuant to the 2000 Stock Incentive Plan | Exhibit 10.2 to the Registrant's Form 10-Q, filed December 9, 2013 |
| 10(i)(2)* | Form of Share Unit Agreement (eligible for dividend equivalents) for Employees pursuant to the 2000 Stock Incentive Plan - 2018 | Exhibit 10(j)(2) to the Registrant's 2018 Form 10-K |
| 10(j)* | Form of Indemnification Agreement between the Registrant and the Named Executive Officers and Certain Other Executive Officers | Exhibit 10.1 to Registrant’s Form 8-K, filed on March 8, 2007 |
| 10(k)(2)* | Form of Change-in-Control Agreement (Tier 2) between the Registrant and Certain Named Executive Officers (other than the CEO) and Certain Other Executive Officers | Exhibit 10(l)(2) to the Registrant's 2022 Form 10-K |
| 10(k)(3)* | Form of Change-in-Control Agreement (Tier 2) between the Registrant and Certain Named Executive Officers (other than the CEO) and Certain Other Executive Officers (California Employees) | Exhibit 10.3 to the Registrant’s Form 8-K, filed June 7, 2017 |
| 10(k)(4)* | Form of Change-in-Control Agreement (Tier 2) between the Registrant and Certain Named Executive Officers (other than the CEO) and Certain Other Executive Officers (Divisional/Subsidiary Presidents) | Exhibit 10.4 to the Registrant’s Form 8-K, filed June 7, 2017 |
| 10(k)(5)* | Form of Change-in-Control Agreement (Tier 2) between the Registrant and Certain Named Executive Officers (other than the CEO) and Certain Other Executive Officers (California Divisional/Subsidiary Presidents) | Exhibit 10.5 to the Registrant’s Form 8-K, filed June 7, 2017 |
| 10(k)(6)* | Form of Change-in-Control Agreement (Tier 3) between the Registrant and Certain Non-Executive Officers | Exhibit 10.6 to the Registrant’s Form 8-K, filed June 7, 2017 |
| 10(l)* | Retirement and Transition Agreement, dated September 30 2019 | Exhibit 10.1 to the Registrant's Form 10-Q, filed December 4, 2019 |
| 10(m)(1) | Credit Agreement, dated as of June 17, 2024, among Comtech Telecommunications Corp. and the lenders named therein | Exhibit 10.1 to the Registrant’s Form 8-K, filed June 18, 2024 |
| 10(m)(2) | Waiver and Amendment No. 1 to Credit Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as term loan agent, and Wingspire Capital LLC, as revolving agent | Exhibit 10.1 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 10(m)(3) | Subordinated Credit Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent | Exhibit 10.2 to the Registrant’s Form 8-K, filed October 18, 2024 |
| ExhibitNumber | Description of Exhibit | Incorporated ByReference to Exhibit |
| 10(n)(1) | Subscription and Exchange Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein | Exhibit 10.3 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 10(n)(2) | Registration Rights Agreement, dated October 17, 2024, by and among Comtech Telecommunications Corp. and the Investors named therein | Exhibit 10.5 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 10(n)(3) | Form of Voting Agreement | Exhibit 10.4 to the Registrant’s Form 8-K, filed October 18, 2024 |
| 10(o) | Cooperation Agreement dated December 16, 2021, by and among Comtech Telecommunications Corp., Outerbridge Partners, LP, Outerbridge Capital Management, LLC, Outerbridge Partners GP, LLC, Outerbridge Bartleby Fund, LP, Outerbridge Bartleby GP, LLC, and Rory Wallace | Exhibit 10.1 to the Registrant's Form 8-K, filed December 21, 2021 |
| 10(p)(1)* | Employment Agreement, dated December 31, 2021, between Comtech and Michael Porcelain | Exhibit 10.1 to the Registrant's Form 8-K, filed January 5, 2022 |
| 10(p)(2)* | Restricted Stock Unit Agreement with Michael Porcelain Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan | Exhibit 10.2 to the Registrant's Form 10-Q, filed March 10, 2022 |
| 10(p)(3)* | Separation Agreement and General Release with Michael Porcelain, dated August 9, 2022 | Exhibit 10.1 to the Registrant's Form 8-K, filed August 10, 2022 |
| 10(q)(1)* | CEO Employment Agreement with Ken Peterman, dated September 12, 2022 | Exhibit 10.1 to the Registrant’s Form 8-K, filed September 13, 2022 |
| 10(q)(2)* | Restricted Stock Unit Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan | Exhibit 10.2 to the Registrant’s Form 8-K, filed September 13, 2022 |
| 10(q)(3)* | Long-Term Performance Share Award Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan | Exhibit 10.3 to the Registrant’s Form 8-K, filed September 13, 2022 |
| 10(q)(4)* | Long-Term Performance Share Award (VWAP) Agreement with Ken Peterman Pursuant to the Comtech Telecommunications Corp. 2000 Stock Incentive Plan | Exhibit 10.4 to the Registrant’s Form 8-K, filed September 13, 2022 |
| 10(r) | Form of Executive Employment Agreement | Exhibit 10.1 to the Registrant’s Form 8-K, filed January 9, 2024 |
| 10(s)(1) | Employment Agreement between Comtech Telecommunications Corp. and John Ratigan | Exhibit 10.1 to the Registrant’s Form 8-K, filed April 1, 2024 |
| 10(s)(2) | Employment Agreement Amendment 1 between Comtech Telecommunications Corp. and John Ratigan | Exhibit 10.2 to the Registrant’s Form 8-K, filed April 1, 2024 |
| 10(t) | Form of Retention Bonus Agreement | Exhibit 10.1 to the Registrant’s Form 8-K, filed May 2, 2024 |
| 10(u) | Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | Exhibit 10.4 to the Registrant’s Form 10-Q, filed June 18, 2024 |
| 10(v)(1) | Form of Restricted Stock Unit Agreement pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | Exhibit 10.5 to the Registrant’s Form 10-Q, filed June 18, 2024 |
| 10(v)(2) | Form of Long Term Performance Award Agreement pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | Exhibit 10.6 to the Registrant’s Form 10-Q, filed June 18, 2024 |
| ExhibitNumber | Description of Exhibit | Incorporated ByReference to Exhibit |
| 10(v)(3) | Form of Other Stock Award Agreement pursuant to the 2023 Equity and Incentive Plan | |
| 10(v)(4) | Form of Restricted Stock Unit Agreement to Non-employee Directors pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | |
| 10(v)(5) | Form of Restricted Stock Agreement to Non-employee Directors pursuant to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan | |
| 19 | Insider Trading Policies and Procedures of the Company | |
| 21 | Subsidiaries of the Registrant | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 31.1 | Certification of CEO and Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of CEO and Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97 | Clawback Policy of the Company | |
| 101.INS | The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2024, formatted in inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statement of Cash Flows, and (v) Notes to Consolidated Financial Statements | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
- Management contract or compensatory plan or arrangement.
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