COMTECH TELECOMMUNICATIONS CORP /DE/

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Compensatory Arrangements of Certain Officers

On January 10, 2025, we and Jeffery P. Robertson, President of the Terrestrial & Wireless Networks segment, entered into an amendment (the “Amendment”) to Mr. Robertson’s existing employment agreement, dated as of February 26, 2024 (the “Existing Employment Agreement”) and, on January 10, 2025, we and Mr. Robertson entered into a retention bonus agreement (the “Retention Agreement”).

Pursuant to the Amendment, Mr. Robertson will receive an increased annualized base salary of $550,000, retroactive to September 1, 2024. Mr. Robertson will continue to be eligible to receive an annual bonus with a target bonus of 75% of his annual base salary and a maximum bonus of up to 200% of his annual base salary (or such other amount as determined by the Compensation Committee) based on individual and Company performance goals and will still be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly situated employees of the Company.

The Amendment provides that, upon a divestiture of the Terrestrial & Wireless Networks segment while Mr. Robertson remains an employee of the Company, Mr. Robertson’s (i) awarded but unvested RSUs shall vest in full and (ii) long-term performance shares shall be accelerated on a pro-rata basis based on the number of days in the applicable performance period through the date of the closing of such transaction and on the performance measurement. In addition, if the Company closes a divestiture of the Terrestrial & Wireless Networks segment or consummates a change of control transaction which includes the Terrestrial & Wireless Networks segment and Mr. Robertson remains an employee of the Company, Mr. Robertson, in exchange for a release of claims, is entitled to receive a transaction payment based on the “net purchase price” of such transaction.

Pursuant to the Retention Agreement, Mr. Robertson, in exchange for continued compliance with the restrictive covenants set forth in the Retention Agreement (as described below), is entitled to receive a retention bonus of $268,125, with 33.33% due on the first regularly scheduled payroll date following February 28, 2025 and 66.67% due on the first regularly scheduled payroll date following May 31, 2025 (in both cases, subject to applicable tax withholdings and other authorized deductions). Such payments are subject to Mr. Robertson’s continued employment on each payment date and provided each payment date does not occur during a resignation period. Upon a termination without “cause” (as defined in the Retention Agreement) prior to a scheduled payment(s), in exchange for a release of claims, Mr. Robertson will be entitled to a pro-rata portion of the retention bonus that has not yet vested. In addition, if Mr. Robertson engages in “detrimental activity” (as defined in the Retention Agreement) prior to, or during the one year period following the final payment date of the retention bonus, we may direct (at any time, within one year thereafter) that all payments received pursuant to the Retention Agreement shall be immediately forfeited to us, and Mr. Robertson shall immediately pay the total of any net payments received. The Retention Agreement also contains customary restrictive covenants, including a perpetual confidentiality provision and a non-solicitation and non-hire covenant beginning on the first payment date of the retention bonus and ending on the date that is 12 months after the last payment date of the retention bonus.

The foregoing summary of the terms of the Existing Employment Agreement, the Amendment, and the Retention Agreement is subject to the full and complete terms of the Existing Employment Agreement, the Amendment, and the Retention Agreement which we expect to file as exhibits to our periodic report covering the effective date of the Amendment and the Retention Agreement.

Securities Trading Plans of Directors and Officers

During the three months ended October 31, 2024, none of our directors or officers adopted orterminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S-K).

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