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作爲康姆泰克通訊公司（以下簡稱「公司」）的非僱員董事，根據康姆泰克通訊公司2023年股權激勵計劃（以下簡稱「計劃」）第3.1節的規定，您於###GRANT_DATE###（以下簡稱「授予日期」）根據計劃的條款和本受限股票獎勵協議（以下簡稱「協議」）被授予下文規定的受限股票數量。

1. 授予限制性股票在所有板塊的情況下，根據計劃和此處和其中規定的條款和條件，在授予日期，您被授予###TOTAL_AWARDS###股受限股票（"獎勵"）。

2. 兌現股票獎勵將在授予日期的一週年當天完全實現；前提是在此歸屬日期之前您尚未發生董事終止（如下定義）。儘管前述規定，股票獎勵將在您的董事終止前（i）您的死亡或（ii）控股權變更時完全實現。一份受限制股票的股份實現後的日期將在此處稱爲「歸屬日期」。

3. 分紅相等物任何限制股份股息將在解除限制日期之前的股息放入分紅記賬帳戶（任何已存入金額稱爲「分紅等值物」）。任何現金分紅等值物不視爲再投資普通股，將保持未投資狀態，不帶利息或收益。您有權領取任何現金股息等值物，僅在相關限制股份解除限制時生效，且相當於此類現金股息的金額將於解除限制日期支付給您。您有權領取任何普通股股息等值物，僅在相關限制股份解除限制時生效，且在適用的解除限制日期您將收到額外的普通股股份，其數量等於此類股息等值物，任何碎股均四捨五入至整股。在支付之前，任何股息等值物將被視爲涉及限制股份的「獎勵」內。

4. 終止除非本協議第2部分另有規定外，在您董事任期終止時未獲得的受限股（包括任何隨之產生的股息等同權益）應在您董事任期終止時全部終止並被取消。本協議中，「董事任期終止」指您已不再擔任公司的董事；但在您停止擔任董事但同時開始擔任公司或其關聯公司之一的僱員、顧問、獨立承包商或代理商的情況下，「董事任期終止」將不視爲發生，直到您不再是公司或其關聯公司之一的僱員、顧問、獨立承包商或代理商爲止。

5. 有害活動如果您在董事職務終止之前或之後的一年內從事有害活動，董事會可能在其後一年內的任何時間指示，根據本協議交付給您的所有普通股（無論是否已獲得行使權或尚未獲得）應立即歸還給公司，並要求您向公司支付受限制股票或與之相關的任何支付的股息等價物所實現的金額。

6. 轉讓限制除非委員會另行批准，獎勵（包括潛在的限制性股票和任何相關的股利等值部分）在解禁之前不得轉讓，除非通過遺囑或適用的繼承和分配法律。此外，除非委員會另行批准，該獎勵不得被賣出，轉讓，轉讓，抵押，質押或以其他方式處置（無論是否根據法律或其他方式），該獎勵不得受執行，附加或類似程序的影響。如果試圖出售，轉讓，轉讓，抵押，質押或以其他方式處置獎勵的全部或部分，或者由於任何與本規定相違背的執行、附加或類似程序對獎勵徵收，否則未經委員會批准，獎勵及其所有權利將立即變爲無效。

7. 股東的權利根據此處規定，關於您的受限制股份，您將享有公司普通股股東的所有權利，包括但不限於行使投票權、獲得分紅派息的權利以及參與適用於所有普通股股東的任何資本調整的權利；但前提是，除非您的受限制股份獲得解禁，否則您無權收取任何分紅派息。一旦您的受限制股份獲得解禁，該股份的股權證書將交付給您。除非適用法律另有要求，在交付股權證書給您時，所有標籤都將被移除。

8. 作爲參與者的權利除非另有專門規定，一旦您不再符合計劃參與人資格，您將沒有權利收到任何新獎勵或涉及的普通股份的任何新獎勵。

9. 計劃控制的規定此授予受制於計劃的所有條款、條件和規定，包括但不限於計劃的修訂條款，並受委員會或董事會制定的與計劃相關的規則、法規和解讀的約束，這些規則、法規和解讀可能隨時生效。此處使用但未在本文內定義的任何大寫術語應具有計劃中所賦予該術語的含義。計劃應適用於本文。如果本授予與計劃的條款、條件和規定存在衝突或不一致，應以計劃爲準，本授予將相應修改。

10. 通知任何通知或溝通應以書面形式進行，視爲已在適當時間送達，當面遞交或通過美國郵政寄出，發送至以下地址的適當方（或一方不時指定的其他地址）：

11. Securities Representations. The grant of the Award and the issuance of shares of Restricted Stock pursuant hereto shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Restricted Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the grant of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

The shares of Restricted Stock are being issued to you and this Agreement is being made by the Company in reliance upon the following express representations and warranties. By accepting this Award, you acknowledge, represent and warrant that:

(a) You have been advised that you may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on your representations set forth in this section.

(b) If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock issued to you must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”).

(c) If you are deemed to be an affiliate within the meaning of Rule 144 of the Act, you understand that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

12. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of you for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for you, may in your name and stead, make and execute all conveyances, assignments and transfers of Common Stock and property provided for herein, and you hereby ratify and confirm that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, you shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate to which you are rendering services to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, you may not assign this Agreement.

(b) This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The shares of Restricted Stock granted hereunder shall be subject to adjustment in accordance with Section 5.7 of the Plan.

(c) This Agreement and the Plan constitute the entire agreement of the parties with respect to the shares of Restricted Stock subject to this Award and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to such Restricted Stock. No modification or waiver of any of the provisions of this Agreement that is material and adverse to you shall be effective unless in writing and signed by both parties.

(d) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(e) The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(g) This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.

14. Right to Terminate Directorship. Neither the Plan nor the grant of the Award hereunder shall impose any obligations on the Company or an Affiliate and/or the stockholders of the Company to retain you as a director or other service provider, nor shall it impose any obligation on your part to remain as a director or other service provider of the Company or an Affiliate.

15. Legend. You shall be issued your shares of Restricted Stock as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Any such book entry shares shall be registered in your name, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

"The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance, disposal or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the "Plan") and a Restricted Stock Award Agreement (the "Agreement") entered into between the registered owner and the Company dated ###GRANT_DATE###. Copies of such Plan and Agreement are on file at the principal office of the Company."

16. Agreement and Grant Not Effective Unless Accepted. By selecting the “Accept" button below you (i) agree to enter into this Agreement electronically, (ii) agree to the terms and conditions of the Agreement and (iii) acknowledge receipt of a copy of the Plan. Until you select the "Accept" button below and accept the corresponding Irrevocable Stock Power (the “Stock Power”), this Award shall not be effective, and if you do not select the “Accept" button and accept the corresponding Stock Power within 90 days from the date the Agreement is made available to you electronically, this Award is subject to cancellation, in which case, the Award shall be null and void upon such cancellation.

KNOW ALL PERSONS BY THESE PRESENTS, that ###PARTICIPANT_NAME### (the “Transferor”), for value received, has assigned and transferred, and by these presents does assign and transfer unto Comtech Telecommunications Corp., a Delaware corporation, (the “Company”) ###TOTAL_AWARDS### shares of the common stock, par value $0.10 per share, of the Company standing in the Transferor’s name on the books of the Company, and does hereby constitute and appoint the Secretary of the Company, his true and lawful attorney, irrevocable for him and in his name and stead, to assign, transfer and set over said stock, and for that purpose, to make and execute all necessary acts of assignment and transfer, and one or more persons to substitute with like full power, hereby ratifying and confirming all that his said attorney, or the substitute or substitutes, shall lawfully do by virtue hereof.

By selecting the “Accept” button below you, ###PARTICIPANT_NAME###, agree (i) to execute this Irrevocable Stock Power (the “Stock Power”) electronically, and (ii) to the terms and conditions of the Stock Power.