Eligibility for Participation. Plan Participants shall be limited to those Employees that are currently participants in the Company’s Phantom Stock Plan.

Eligibility and Participation. All common-law employees of Telos ID who are classified as executives are eligible to participate in this Plan. However, participation in this Plan is limited to the President of Telos ID (the "President") and such other eligible executives selected to participate by the President immediately before the consummation of a transaction described in Section 3.1 (each, a "Participant").

Eligibility to Participate. All Employees are eligible to be selected to participate in the Plan. The Committee shall, in its sole discretion, designate which Employees will be Participants for the applicable Performance Period. The Committee may, in its sole discretion, designate an employee of a Joint Venture a Participant for the applicable Performance Period, and such employee will be treated as an Employee of the Company or a Subsidiary solely for purposes of this Plan.

Eligibility for Awards. An Award with respect to a Performance Period may be made pursuant to Section 11 of the Plan to # Participants for such Performance Period who shall have been an Employee at any time during such Performance Period, or to # the beneficiary or beneficiaries or legal representatives, as the Committee in its sole discretion shall determine, of any such person whose employment shall have been terminated by reason of his or her death during such Performance Period.

General Eligibility Requirements. The Participants for the Performance Period consist of employees who are # not in a Covered Management Position; # not eligible to participate in any other annual incentive plan; and # classified by the Company as # Grade [[Unknown Identifier]] or higher or # Grade T09, [[Unknown Identifier]] or [[Unknown Identifier]]. The Committee may designate additional Participants. Participants are separately notified of their eligibility to participate in the Plan. If an individual is in a Covered Management Position at any point during the Performance Period, then such individual will not be eligible for an award or payment under this Plan. The Committee’s eligibility determination shall be final and binding for all purposes.

RSUs will be granted only to selected employees and to nonemployee directors of the Company or to selected employees of a Designated Employer. Frequency and level of awards to individual participants will be determined by the administrative authority. Individual awards under this Plan will not necessarily be granted annually. The entitlement to receive amounts and Common Shares pursuant to clause 2 and clause 6 arises from past services rendered from the Grant Date to the date of vesting of the RSU.

Eligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.

Eligibility for Awards. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.

Eligibility and Participation. Participants in the Plan shall be selected by the Committee from among those Eligible Employees who, in the opinion of the Committee, are Eligible Employees in a position to contribute to the Company’s continued growth and development and to its long-term financial success.

Eligibility of Committee Members. No person while a member of the Committee shall be eligible to participate under the Plan or receive an Award.