Document

This letter agreement (this “Agreement”) sets forth the terms of your employment as Chief Executive Officer and as a Non-Proxy Holder Director of Leonardo DRS, Inc. (the “Company”), both to be effective as of January 1, 2026 (the “Effective Date”). Should you accept and countersign this offer, this Agreement shall constitute your employment agreement with the Company in respect of your role as Chief Executive Officer, President and a Non-Proxy Holder Director. For the avoidance of doubt, from the date of this Agreement to January 1, 2026, you shall continue to serve in your current capacity as Executive Vice President, Chief Operating Officer of the Company, and you shall be entitled to the same compensation and benefits as immediately prior to your execution of this Agreement. In the event of your termination of employment prior to the Effective Date, this Agreement shall be void ab initio.

The Company shall employ you, and you shall serve, as Chief Executive Officer of the Company and in such capacity, have such authority, functions, duties, powers, and responsibilities typically associated with such position. You shall report to the Company’s Board of Directors (the “Board”). You shall devote substantially all of your working time and efforts relating to the performance of your duties hereunder. While employed, you shall not engage in any other occupation for gain, profit or pecuniary advantage without the consent of the Board; provided, however, that: (a) this limitation shall not be construed as preventing you from managing your passive investments or being involved in charitable, religious, and civic interests so long as they do not materially interfere with the performance of your duties hereunder; and (b) you may request to serve on one for-profit board of advisors or board of directors, provided that such for- profit organization is not a competing business and subject to the approval of the Board. In performing your duties under this Agreement, you shall comply with all written policies and procedures of the Company.

(a) You shall be eligible to participate in the Company’s annual Incentive Compensation Plan or any successor annual incentive program in effect from time to time (the “ICP”) in accordance with, and subject to, the terms of such plan. Your target award under the ICP for 2026 shall be 120% of your Base Salary (as determined in accordance with the ICP) (“Target Award”), and your maximum Earned Award (as defined in the ICP) shall be 200% of your Target Award. The actual amount, if any, of your ICP Earned Award will be determined in accordance with the ICP and related terms and conditions approved by the Company’s Compensation Committee (the “Committee”) or the Board, as applicable.

3.1 Health, Welfare and Retirement Benefits. The Company shall provide group health, dental, hospitalization, life and disability insurance benefits to you and your eligible dependents that are in effect as of the Effective Date in accordance with the terms of such plans as may be modified from time to time. You shall also be eligible to participate in such other welfare and retirement benefit plans or programs that are offered to senior executives of the Company generally to the extent you are eligible under the general provisions thereof as in effect from time to time.

3.2 Life Insurance. The Company shall provide you with term life insurance benefits under a company-sponsored individual policy that provides your beneficiary with a death benefit in the amount of $2,000,000.00. The Company shall also provide you with group life insurance benefits that provides your beneficiary with a death benefit of $500,000.00, subject to certain age-related reductions after you reach the age of 65 and 70. Such benefits are to be provided by group life insurance applicable to you and are subject to your eligibility for commercially available coverage and cooperation in obtaining same.

3.4 Directors’ and Officers’ Insurance. The Company shall provide you with coverage under the directors’ and officers’ insurance policy currently maintained by the Company or provide you with coverage under any successor or replacement policy that provides at least the same level and duration of coverage as the policy currently maintained by the Company. The Company shall maintain such coverage in full force and effect for a period of time after the termination of your employment which is reasonable and customary in the industry.

3.5 Perquisite Reimbursement Program. You shall participate in the Company’s executive perquisite reimbursement program, and for each calendar year of your employment you shall be entitled to an annual reimbursement up to $30,000.00, which allowance and reimbursements shall be made in accordance with and on the terms set forth in the applicable perquisite reimbursement program, as may be amended by the Company from time to time.

(a) The Company may terminate your employment and all of the Company’s obligations hereunder, other than its obligations set forth below in this Section 4.1, at any time for Cause. “Cause” shall mean (i) willful failure or refusal to perform your duties with the Company, including your obligations under this Agreement (other than any such failure resulting from your incapacity due to physical or mental impairment) and, after having been given written notice thereof by the Company, failure to correct such willful failure or refusal to perform within thirty (30) days after receipt of such notice; (ii) your engagement in dishonesty, illegal conduct or

intentional misconduct; (iii) your embezzlement, misappropriation or fraud, whether or not related to your employment with the Company; (iv) your conviction of, or plea of guilty or nolo contendere to, a crime that constitutes a felony (or state law equivalent) or crime that constitutes a misdemeanor involving moral turpitude; or (v) your violations of the Company’s Code of Ethics and Business Conduct, as amended from time to time, as determined in the Company’s sole discretion.

(b) In the event your employment is terminated by the Company for Cause, the Company shall have no further obligations to you under this Agreement other than to: (i) pay Base Salary and unused vacation accrued through the effective date of termination; and (ii) comply with obligations owed under the Company’s benefit plans in accordance with their terms as in effect as of the effective date of termination ((i) through (ii) collectively, the “Termination Entitlement”).

(a) This Agreement shall terminate (i) upon your death or (ii) upon written notice to you by the Company if you become physically or mentally disabled, whether totally or partially, so that you are unable to perform the regular duties of your employment with the Company on a full time continuous basis for six (6) consecutive months, with or without reasonable accommodation, or which can be expected to prevent you from performing such duties in the opinion of a qualified physician, selected by agreement of you and the Company, with such notice given at any time thereafter during which you are still disabled. In the event your employment is terminated under this Section 4.2(a), the Company shall not have any further obligations hereunder, except that you or your estate shall be entitled to receive, in addition to any regular life insurance benefits paid by the Company or any disability benefits paid by insurance plans, the Termination Entitlement.

(b) In the event this Agreement is terminated by reason of your death or Disability (as defined in the ICP), (i) you shall be entitled to a lump sum payment equal to any unpaid cash incentive compensation bonus earned by you for the last full fiscal year prior to the termination of your employment, and (ii) the Administrator (as defined in the ICP), in its sole discretion, may authorize a Pro-rated Award Payment (as defined in the ICP) to you or your beneficiary reflecting your participation for a portion of the Plan Year (as defined in the ICP) in which your employment terminated, payable in accordance with the terms of the ICP.

4.3 Termination in Connection with a Change in Control. In the event of a Change in Control (as defined in the Company’s Executive Severance Plan), the provisions of the Company’s Executive Severance Plan shall apply in addition to (but without duplication with) the terms and conditions set forth herein. In the event that a provision of this Agreement is inconsistent with the Company’s Executive Severance Plan, the provision of this Agreement shall apply.

(a) The Company may terminate your employment, other than a termination under Section 4.1, 4.2 or 4.3, upon thirty (30) days’ written notice to you. In the event this Agreement is so terminated, you shall be entitled to a lump sum payment equal to (i) two (2.0) times your Base Salary; (ii) any unpaid cash incentive compensation bonus earned by you for the last full fiscal year prior to the termination of your employment, if any; and (iii) your cash incentive compensation bonus based on your Target Award for the fiscal year in which your termination of employment occurs, pro-rated for the period of employment with the Company during the fiscal year in which the termination occurs.

(b) If the Company terminates your Employment (as defined in the Omnibus Plan) pursuant to this Section 4.4 prior to the vesting of any awards granted to you under the Omnibus Plan, then subject to Committee approval and not withstanding anything to the contrary in the Omnibus Plan or applicable award agreement, (i) any unvested time-based restricted stock unit, granted to you under the Omnibus Plan shall continue to vest in accordance with its vesting schedule set forth in the applicable award agreement and (ii) a pro rata portion of any performance- based restricted stock units granted to you under the Omnibus Plan shall remain eligible to vest, subject to satisfaction of the performance goals set forth in the applicable award agreement, as determined by the Committee, with such pro rata portion determined based on the portion of the applicable performance period in which you were employed.

4.5 Termination Due to Material Breach by Company. Notwithstanding anything in this Agreement to the contrary, you shall have the right, exercisable by written notice to the Company, to terminate your employment, effective thirty (30) days after the giving of notice, if at the time of such notice: (a) the Company shall be in material breach of its obligations hereunder, or (b) the Company has materially diminished your duties, authority or reporting lines (each, a “Material Breach”); provided, however, this Agreement and your employment will not so terminate if within such thirty (30)-day period the Company has cured all such Material Breaches; and provided further, that such notice is provided to the Company within one hundred twenty (120) days after the occurrence of such Material Breach. If written notice has not been provided or such Material Breach has not been so cured, you may elect to terminate your employment and to treat such termination as a termination of your employment by the Company

(b) Subject to Section 4.8(a), the payment provided for in Section 4.4(a) (subject to the specific terms therein) shall be made no later than sixty (60) days following the date on which your termination of employment occurs, provided, that if the release consideration and revocation period spans two calendar years, then such payment shall be made in the second calendar year. The Termination Entitlement will be paid on the payroll date next following the date on which your termination of employment occurs.

(a) Except as otherwise provided herein, upon termination employment, your rights to benefits and payments under the Company’s incentive compensation and other benefit plans (including the ICP, the Omnibus Plan and any related award agreements) shall be determined in accordance with the then current terms and provisions of such plans and any agreements under which such benefits or payments were granted, except as specifically set forth herein.

(i) Payment or reimbursement by the Company for COBRA premiums payable by you for health, dental and hospitalization insurance for you and any dependents who are enrolled in such plans on the date of termination for the eighteen (18) month period following such date (or until the date you cease to have a valid COBRA election in effect, if sooner). Such coverage shall in all events qualify as an “accident or health plan” under Sections 105 or 106 of the Code and shall be secondary to: (y) benefits of the same type received by or made available to you by a subsequent employer (if any), and (z) Medicare coverage upon you becoming eligible for Medicare. Notwithstanding the foregoing, in the event the Company determines, in its reasonable judgment, that payment or reimbursement of your COBRA premiums may result in a violation of applicable law, the imposition of any penalties under applicable law, or other adverse consequences to the Company, the Company may instead pay to you a lump sum amount, in cash, that on an after-tax basis is equal to the premiums (or remaining premiums) that would otherwise have been paid or reimbursed by the Company.

(ii) Continued participation in, and payment of premiums by the Company for, life insurance and other welfare benefits (other than health, dental, and hospitalization benefits) that you would otherwise be entitled to receive had you remained employed by the Company during the eighteen (18) month period following the date of termination; provided, however, that if such participation by you after termination of employment is not permitted under any such plan, the Company may provide you with substantially equivalent alternative coverage through one or more individual insurance policies

(a) You shall not disclose or use at any time, either during or subsequent to your service with the Company, any trade secrets or other proprietary or confidential information, whether patentable or not, of the Company or any of its Affiliates (defined below), including, but not limited to, technical or non-technical data, software programs and enhancement equipment, hardware and enhancements, business strategies, marketing data and plans, current and potential customer data and contract arrangements, plans for growth and acquisition, financial information,

facilities, personnel information and operating methods and procedures or suppliers, of which you are or become informed or aware during your service with the Company, whether or not developed by you. “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. Confidential information does not include information which (i) is or becomes available to the public generally (other than as a result of disclosure by you) or (ii) becomes available to you on a non-confidential basis from a source other than the Company.

(b) This covenant shall survive the termination of your service with the Company and shall remain in effect and be enforceable against you for so long as any such Company and/or Affiliate secret, proprietary or confidential information retains economic value, whether actual or potential (to be determined at the discretion of the Company and/or the Affiliate, as applicable), from not being generally known to other persons who can obtain economic value from its disclosure or use. You shall execute such reasonable further agreements and confirmations of your obligations to the Company and its Affiliates concerning non-disclosure of trade secrets and proprietary and confidential information of the Company and its Affiliates as the Company and its Affiliates may require from time to time.

(c) Upon termination of your service with the Company, you shall promptly deliver to the Company all of the Company’s property, wherever it is located, including, but not limited to, keys, equipment, all customer lists, specifications, drawings, listings, documentation, manuals, letters, notes, note books, reports, computer discs, and all copies thereof, and all other materials of a secret, proprietary, or confidential nature relating to the Company’s business, which are in your possession or under your control.

(d) Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall (i) preclude you from disclosing or discussing information lawfully acquired about wages, hours or other terms and conditions of employment if used for purposes protected by Section 7 of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining or engaging in other concerted activity for the mutual aid or protection of employees, or (ii) limit your rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or

regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and you do not need the Company’s or any of its Affiliates’ permission to do so. In addition, it is understood that this Agreement shall not require you to notify the Company or any of its Affiliates of a request for information from any governmental entity or self-regulatory authority that is not directed to the Company or any of its Affiliates (or to you in your capacity as an officer or director of the Company or any of its Affiliates) or of your decision to file a charge or complaint with or participate in an investigation conducted by any governmental entity or self-regulatory authority; provided, that otherwise, you shall promptly notify the Company upon receipt of any such requests or requirements. Notwithstanding the foregoing, you recognize that, in connection with the provision of information to any governmental entity or self-regulatory authority, you must inform such governmental entity or self-regulatory authority that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information you come to learn during your service to the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. Each of the Company and its Affiliates does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

(e) Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in connection with any charge, complaint or lawsuit filed by you or anyone else on your behalf (whether involving a governmental entity or not); provided, that you are not agreeing to waive, and this Agreement shall not be read as requiring you to waive, any right you may have to receive an award for information provided to any governmental entity. You are hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

5.2 Intellectual Property. You hereby irrevocably assign and agree to assign to the Company all rights, title, and interest worldwide you may have or acquire in and to any and all Company Intellectual Property, together with the right to prosecute or sue for infringements or violations of the same. The term “Intellectual Property” means inventions, discoveries; developments; trade secrets; processes; formulas; data; lists; plans, software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registerable under any intellectual property laws or industrial property laws in the United States or any foreign country. The term “Company Intellectual Property” means all Intellectual

Property that: (a) relate to the actual or proposed business, work, research or investigation of the Company, any of its Affiliates or any predecessors thereto or that are discovered, developed, created, conceived, reduced to practice, made, completed, learned or written by you, either alone or jointly with others, in the course of your employment; (b) utilize, incorporate or otherwise relate to Company or Affiliate secret, proprietary or confidential information; or (c) are discovered, developed, created, conceived, reduced to practice, made, completed, learned or written by you using property or equipment of the Company or any of its predecessors. You agree to communicate in writing promptly and fully to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Intellectual Property. You acknowledge and agree that any work of authorship by you or others comprising Company Intellectual Property shall be deemed to be a “work made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, you hereby irrevocably assigns and agrees to assign any ownership rights you have or acquire in and to such work to the Company. You agree to perform, whether during or after your employment with the Company, all acts deemed necessary or desirable by the Company to permit and assist the Company in protecting, registering, recording, obtaining, maintaining, defending, enforcing and perfecting the Company’s rights in and to the Company Intellectual Property, including executing applications for registration, therefore. This Agreement does not apply to any Intellectual Property you made before your employment by the Company.

5.3 Non-Disparagement. You agree, other than with regard to employees in the good faith performance of your duties with the Company while employed by the Company, both during and after your employment with the Company terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be materially harmful to it or them or its or their business, business reputation or personal reputation. This Section 5.3 shall not be violated by statements from you which are truthful, complete and made in good faith in required response to legal process or governmental inquiry.

Likewise, the Company agrees not to disparage you in any manner likely to be materially harmful to you or your business, business reputation or personal reputation, provided, this Section shall not be violated by statements from the Company which are truthful, complete, and made in good faith in required response to legal process or governmental inquiry. The Company’s obligation of non-disparagement shall be limited to its then-current Board of Directors and Named Executive Officers (as defined by Item 402(a) of Regulation S-K). The Company’s obligations under this Section shall not apply to:

5.4 Non-Competition. You agree that so long as you are employed by the Company and for a period of two (2) years after your employment with the Company is terminated for any reason or no reason, you will not be employed by, manage, operate, control or participate in the ownership, management, operation or control of any company, business, organization, entity or person doing business in the United States that provides products or services competitive with those of the Company if that company, business, organization, entity or person is providing services under a program for which the Company provided services during the two (2) years immediately preceding the date on which your employment with the Company terminated and if your job duties or function for that company, business, organization, entity or person are substantially similar to the job duties or function that you performed while employed by the Company. For the avoidance of doubt, neither this Non-Competition provision nor any other provision of this Agreement prohibits you from serving on the Board of Directors of another company after your employment with the Company is terminated.

5.5 Program Non-Solicitation. You agree that you will not, while employed by the Company and for a period of two (2) years after your employment with the Company is terminated for any reason or no reason, participate in or assist with the submission of any proposal or bid submitted on behalf of an entity other than the Company for a program or prospective program that is competitive with a proposal or bid of the Company by: (i) disclosing, providing or using information about the Company’s work on a program or prospective program, (ii) disclosing, providing or using information about a proposal or bid for a program and prospective program prepared or made by the Company, (iii) reviewing, advising or assisting with the preparation of a proposal or bid for a program or prospective program, or (iv) reviewing, advising, assisting with or making a presentation to a program customer or prospective program customer.

5.7 Remedies for Breach. The parties hereby declare that the rights of the Company contained in Sections 5.1 through 5.6 are of a unique nature, the loss of which may cause irreparable harm, and that it may be impossible to measure in money the damages which will accrue to the Company by reason of the loss of such rights or a failure by you to perform or adhere to any of the obligations under Sections 5.1 through 5.6 herein. You expressly acknowledge that remedies at law alone will be inadequate to compensate the Company and its Affiliates for any breach or violation of any of the provisions of Sections 5.1 through 5.6 herein, and that the Company, in addition to all other remedies hereunder or thereunder, shall be entitled, as a matter of right, to seek injunctive relief, including specific performance, with respect to any such breach or violation, in any court of competent jurisdiction and you waive the requirement of the posting of any bond in connection with such injunctive relief. You further acknowledge and agree that the promises and covenants contained in Sections 5.1 through 5.6 are ancillary to the otherwise enforceable promises contained herein and are reasonable and valid.

6. Indemnification. The Company hereby agrees to indemnify and hold you harmless for any damages, costs, charges, fees, judgments, penalties, fines, settlements, or other expenses, including without limitation, reasonable attorneys’ fees, that you incur or may incur as a result of any claims, disputes, suits or other proceedings or investigations arising out of or relating to the authorized performance of your duties under this Agreement, to the maximum extent permitted by the Company’s bylaws and applicable law. You shall be entitled to advancement of expenses in the event an indemnifiable event occurs or is threatened upon written notice to the Company of such event. Notwithstanding the foregoing or anything to the contrary in the Company’s bylaws, you will not be indemnified against any liability arising: by reason of your gross negligence, willful misconduct or bad faith; in connection with an internal investigation; or in connection with a proceeding to which you are not a party. You may be represented in any such matter by counsel of your choice if you shall reasonably determine that there exists a conflict of interest between the Company and you. The Company’s obligations under this Section 6 shall be subject to you executing and delivering to the Company an undertaking agreement containing customary provisions for the repayment of any amounts paid, advanced, or reimbursed by the Company to the extent that it is ultimately determined that you are not entitled to indemnification pursuant to this Section 6. For purposes of this Section 6, excise taxes assessed on you with respect to an employee benefit plan, pursuant to applicable law, shall be deemed fines.

7.1 Notices. All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally or mailed first-class, postage prepaid, by registered or certified mail, as follows (or to such other or additional address as either party shall designate by notice in writing to the other in accordance herewith): If to the Company, to the Company’s principal HR official in the United States and, if to you, to the address set forth on the records of the Company.

7.3 Resolution of Conflict. Except as provided in Section 5.7, any and all disputes, claims and controversies between the parties hereto concerning the validity, interpretation, performance, termination or breach of this Agreement, which cannot be resolved by the parties within ninety (90) days after such dispute, claim or controversy arises shall, at the option of either party, be referred to and finally settled by arbitration. Such arbitration shall be initiated by the initiating party giving notice (the “Arbitration Notice”) to the other party (the “Respondent”) that it intends to submit such dispute, claim or controversy to arbitration. Each party shall, within thirty (30) days of the date the Arbitration Notice is received by the Respondent, designate a person to act as an arbitrator; if either party fails to designate a person to Act as an arbitrator within the time specified herein the arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation appoint a third arbitrator who shall act as presiding arbitrator (the

“Presiding Arbitrator”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according to the rules of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). Such arbitration shall be held in Virginia in accordance with the Rules except as otherwise expressly provided herein. The arbitrators shall, by majority vote, render a written decision stating reasons therefore in reasonable detail within three (3) months after the appointment of all the arbitrators. The award of the arbitrators shall be made in United States currency and shall be final and binding, and judgment thereon may be rendered by any court having jurisdiction thereof, or application may be made to such court for the judicial acceptance of the award and an order of enforcement as the case may be.

7.5 Amendments; Waivers. This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived only by written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect such party’s right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

7.6 Severability. If any provision of this Agreement is held to be unenforceable by a court, the remaining provisions shall be enforced to the maximum extent possible. If a court should determine that any provision of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

7.8 Compliance with Section 409A of the Code. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent applicable and will be interpreted in a manner intended to comply with or be exempt from Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of your termination of employment with the Company you are a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder or under the LTI Plans as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the expiration of the six-month period measured from the date of

your separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code). On the first day of the seventh month following the date of your separation from service, or if earlier, the date of your death, all payments delayed pursuant to this paragraph (whether they would have otherwise been paid or reimbursed to you in a single sum or in installments) shall be paid or reimbursed to you in a single sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal dates specified for them in this Agreement. In addition, if any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treas. Reg. Section 1.409A-3(i)(l)(iv) or (v), as applicable. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. The Company shall consult with you in good faith regarding the implementation of the provisions of this Section 7.8.

(a) In the event that any payments or benefits provided for in this Agreement or otherwise payable to you (collectively, the “280G Payments”) (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 7.9, would be subject to the excise tax imposed by Section 4999 of the Code, then the 280G Payments will be either (x) delivered in full or (y) delivered as to such lesser extent that would result in no portion of the 280G Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in your receipt, on an after-tax basis, of the greatest amount of 280G Payments, notwithstanding that all or some portion of such 280G Payments may be taxable under Section 4999 of the Code. Any reduction in the 280G Payments required by this Section 7.9 will occur in the following order, as applicable: (i) reduction of cash payments that are not subject to Section 409A of the code; (ii) reduction of cash payments that are subject to the Section 409A (beginning with amounts payable last in time) (iii) reduction of any other taxable benefits (other than equity); and (iv) reduction of vesting acceleration of equity awards and equity compensation (including without limitation accelerated vesting of RSUs and PRSUs), but only after all other payments have been reduced to zero. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two (2) or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. Under no circumstances shall any reduction be applied to equity-based compensation unless and until all other payments have been reduced to zero (the “Equity Floor”).

with expertise in Section 280G. The Tax Counsel shall provide a detailed written calculation of (i) the Safe Harbor Amount, (ii) the Total Parachute Payments, (iii) the amount and form of any reduction required under this Section, and (iv) the after-tax economic result to you. You shall be entitled to review all calculations and supporting data upon request and may provide input to the Tax Counsel regarding reasonable assumptions used in the analysis.

(c) For purposes of making the calculations and determinations required by this Section, the Tax Counsel shall apply reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. You and the Company will furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 7.9. The Company will bear all costs the Tax Counsel incur in connection with its services.

7.12 Compliance Proxy Agreement. The parties agree that the terms of this Agreement and the performance of the parties’ obligations contemplated herein are intended to be subject to any Proxy Agreement entered into between the Company and the Department of Defense, each as may be modified from time to time. To the extent that any provision of this Agreement is prohibited or invalid under the terms of any Proxy Agreement, (a) such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, and (b) the Company and you agree to negotiate in good faith such changes as may be necessary to comply with the terms of any Proxy Agreement and to preserve to the maximum extent possible, the rights and obligations of the parties hereto.

7.13 Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had occurred. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to all or substantially all of its business or assets which becomes bound by all of the terms and conditions of this Agreement.

7.16 Entire Agreement. This Agreement and the documents and agreements referenced herein constitute the entire agreement between you and the Company with respect to the subject matter hereof and as of the Effective Date will supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between you and the Company concerning those subject matters. The terms set forth in this Agreement shall not be changed, altered, modified or amended, except by a written agreement that

7.17 No Mitigation. The Company agrees that, if your employment with the Company terminates, you shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to you by the Company pursuant to Section 4. Further, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by you as the result of retirement benefits or as a result of you providing services to another person.


LEONARDO DRS, INC.


By:			/s/ Frances F. Townsend
Name:			Frances F. Townsend
Title:			Compensation Committee Chair

			JOHN BAYLOUNY

			/s/ John Baylouny