What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-05-17 compared with 2020-11-13 · 23 added, 4 removed, 20 unchanged (57% of the section changed)

Other Information

On May 14, 2021, our Board of Directors terminated the Telos ID Sale Bonus Plan (“Telos ID Plan”).

purpose of the Telos ID Plan was to provide a long-term incentive program to motivate key executives of Telos ID to participate in the value creation of Telos ID and enjoy the benefits of participation in future increases in the value of Telos ID and

its underlying assets.

Prior to the IPO, we had a 50% ownership interest in Telos ID.

Participants in the Telos ID Plan were

entitled to a payment upon the transfer for value of all of the Company’s ownership interest in Telos ID or upon the occurrence of a “Sale” (as defined in the Telos ID Plan) of Telos ID if the value of Telos ID at the time of such transaction was at

least $50 million.

Upon a transfer of our ownership interest, the bonuses payable under the Telos ID Plan would have equaled 2.5% of the value of Telos ID (as defined by the Telos ID Plan) up to $85 million, plus 4% of the of the value of Telos ID in

excess of $85 million.

Upon a Sale, the bonuses payable would have amounted to 5% of the proceeds up to $85 million, plus 8% of the proceeds in excess of $85 million.

If the Sale occurred after the transfer of ownership, the bonuses payable would

have been 5% of the proceeds up to $85 million, plus 8% of the proceeds in excess of $85 million, less any bonuses already paid as part of any prior transfer of Telos’ ownership interests.

The total bonuses payable upon a transfer of interest or Sale

would have been allocated as follows:

(i) 50% of the total to the President of Telos ID;

and (ii) 50% to other participants as determined by the President of Telos ID.

Both of these allocations would have been subject to approval by the Chairman of

our Board of Directors.

In connection with the IPO, we purchased the 50% ownership interest in Telos ID that we did not already

As a result of our ownership of 100% of Telos ID, the Board of Directors decided to terminate the Telos ID Plan.

Employees of Telos ID who would have been eligible to participate in the Telos ID Plan, including the President of Telos ID,

participate in the Telos Corporation 2016 Omnibus Long-Term Incentive Plan.

Description of Exhibit

Membership Interest Purchase Agreement, dated October 5, 2020 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on October 6, 2020)

Amended Voting

and Support Agreement, dated October 19, 2020

Forms of Indemnification Agreement between the Company and 16 of its directors and executive officers

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

11 unchanged sentences

signed on its behalf by the undersigned thereunto duly authorized.

November 13, 2020

TELOS CORPORATION

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information