Attached files
| file | filename |
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| EX-99 - EXHIBIT 99.1 - TELOS CORP | ex99-1.htm |
| 8-K - FORM 8-K - TELOS CORP | 8k_11122020.htm |
Exhibit 99.2
Telos Corporation
Annual Cash Incentive Plan for 2021
ARTICLE I
OBJECTIVE OF THE PLAN
The purpose of the Telos Corporation (“Company”) Annual Cash Incentive Plan (the "Plan") is to recognize and reward management employees (“Participant(s)”) for
contributing to the annual success of the Company and achieving annual predetermined performance objectives.
ARTICLE II
PLAN ADMINISTRATION
The Compensation Committee of the Board (“Committee”) will have authority to:
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(i)
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establish and administer the Plan;
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(ii)
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interpret all Plan terms and conditions;
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(iii)
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determine eligibility for Plan participation;
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| (iv) |
establish annual performance objectives for Participants;
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| (v) |
review award calculations and approve Participant payments;
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| (vi) |
amend or terminate the Plan with reasonable notice to Participants; and
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| (vii) |
modify Plan awards with reasonable notice to Participants.
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The Committee’s Plan-related determinations are final and binding on the Company and all Participants. Members of the Committee are not personally liable for
any Plan-related determination made on behalf of the Company or any mistake of judgment made in good faith.
The Plan Year begins January 1, 2021 and concludes on December 31, 2021. A new Plan Year will begin each calendar year thereafter until the Committee
determines otherwise.
ARTICLE III
PARTICIPATION
An employee selected to participate in this Plan must sign an award certificate or agreement in order to become a Participant. If a Participant is not
actively employed by the Company on the last day of the Plan Year, except in the case of death or permanent disability, he or she will forfeit the right to receive a Plan Year award. Unless prohibited by law, if a Participant breaches any obligation
under any agreement containing restrictive covenants between the Company and the Participant, either existing on the effective date of this Plan or entered into afterwards, he or she will forfeit the right to receive a Plan Year award.
If a Participant dies or is permanently disabled, as defined by the Company, during the Plan Year, his or her earned award, if any, will be pro-rated by
taking the number of full months of participation in the Plan during the Plan Year and dividing those months by twelve (12). The prorated award will be distributed to Participant or, in the event of death, the decedent’s surviving spouse. If there is
no surviving spouse, the prorated award will be distributed pursuant to the decedent’s will. In the event the decedent has no will, then in accordance with the intestacy statute of the decedent’s last know State of residence.
Participant Award Targets and Performance Criteria, Goals and Weights
Prior to or at the beginning of the Plan Year, the Committee will communicate to Participants:
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◾
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Plan performance criteria, goals and weights, and
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the award formula or matrix by which Plan awards will be calculated.
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See Appendix A on page 3 for an expanded description of the following:
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Participant award targets,
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annual performance criteria, goals and weights,
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◾
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award leverage schedule, and an
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award calculation example.
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ARTICLE IV
ADMINISTRATIVE MATTERS
Plan awards will be calculated on audited financials and paid in a lump sum as soon as practical following the Plan Year, but in all events during the next
Plan Year. By participating in this Plan, the Participant authorizes the Company to withhold applicable taxes from any award payment.
Any amount due under this Plan is payable from the Company’s general assets. This Plan does not create any interests in any specific assets of the Company.
The terms of this Plan are confidential. By electing to participate in this Plan, the Participant agrees not to disclose the terms of this Plan to anyone
other than the Participant’s spouse, legal counsel, and tax advisor, unless required by court order or other legal process.
This Plan is intended to provide “short-term deferrals” as described in Treasury Regulation § 1.409A-1(b)(4) under Section 409A of the Internal Revenue Code
of 1986, as amended (or successor guidance thereto) (collectively, “Section 409A”), and not to be a “nonqualified deferred compensation plan” for purposes of Section 409A. The Plan shall be administrated and interpreted consistent with that intent.
The Committee may amend or terminate the Plan in whole or in part at any time. In the event of a Plan termination, for any reason, Participants will receive
a pro-rated award, if earned, based on performance results up to the Plan termination date. Plan awards, if any, will be multiplied by a proration percentage, which is calculated by taking the number of full months, including the month in which the
Plan termination occurred and dividing those months by twelve (12). Prorated awards will be as soon as practical following Plan termination, but in all events during the short-term deferral period under Section 409A. The performance criteria are
subject to equitable adjustment, in the discretion of the Committee, in the event of a material corporate transaction such as an acquisition or disposition.
In the event there is a material restatement of Company financials after the payment of a Plan Year award, the Committee will determine the amount of
overpayment, if any, using restated financial information and request repayment of the overpaid portion of Plan awards. Repayment of the excess portion of the award will occur within a reasonable period determined by the Committee, but in no event
will the overpayment remain outstanding more than twelve months from the date the overpayment is identified by the Company.
A Participant’s rights under this Plan are not transferrable, except by will or the laws of descent and distribution. Any unauthorized transfer or attempted
transfer of any right under this Plan is void. If a Participant attempts to transfer a right under this Plan, the Committee may terminate that right.
ARTICLE V
GOVERNING LAW
The laws of the Commonwealth of Virginia, regardless of any choice-of-law rules that might direct the application of the laws of any other jurisdiction,
shall govern the validity, construction, performance and effect of the Plan.