Exhibit 10.1

DOUGLAS REIN

March 15, 2022

Tessco Technologies Incorporated

11126 McCormick Road

Hunt Valley, Maryland 21031

Attention: Board of Directors

Gentlemen:

As you know, I have served as an officer of the Company for over 22 years and my retirement age is fast approaching. The Company and I are each party to a Severance and Restricted Covenant Agreement dated as of February 2, 2009 (“Existing Agreement”) which addresses certain matters related to the term and termination of my employment with the Company, but is largely silent on the issue of retirement. The Company has expressed an interest in pursuing with me mutually agreeable terms pursuant to which I would transition out of my current position as Senior Vice President, Performance Systems and Operations, remain available to train or transition my responsibilities to a successor, and then retire.

To that end, I submit this letter (the “Letter”) to offer certain modifications to the Existing Agreement and to the terms of my employment going forward. Capitalized terms used herein but not otherwise defined will have the meaning assigned in the Existing Agreement.

1.            Overall Term. Although I will remain an “AT WILL” employee of the Company as provided for or contemplated by the Existing Agreement (as modified hereby), I expect to continue to remain employed by the Company until March 26, 2023. Assuming my employment is not terminated either by me or by the Company at or prior to March 26, 2023, my employment will in any event automatically terminate effective as of the close of business on March 26, 2023. The termination of my employment on March 26, 2023 as provided in the immediately preceding sentence will be both irrevocable and voluntary on my part, and even if for any reason my voluntary termination at that time is not effective and the Company instead then or thereafter terminates my employment, such termination, for any or no reason, will not give rise to any obligation on the part of the Company for the severance amount as might otherwise payable under Section 3.3(b) of the Existing Agreement.

TESSCO Technologies Incorporated

March 15, 2022

Page 2

2.            Transition. The Existing Agreement, will remain in full force and effect, as is, until March 26, 2022, on which date my employment, specifically (and only) in the capacity of Senior Vice President, Performance Systems and Operations will terminate. Notwithstanding, the term of my employment with the Company will continue uninterrupted, until March 26, 2023, unless otherwise terminated by me or by the Company (the period commencing March 27, 2022 and ending March 26, 2023, the “Transition Period”). During the Transition Period (which will consist of the Initial Transition Period and Final Transition Period, as detailed below), I will no longer serve as a Senior Vice President and will instead perform the duties, and will receive compensation, as described below. Effective as of the end of the day on March 26, 2022, I will be deemed, without further action, to have resigned from my position as Senior Vice President, Performance Systems and Operations, and from any other officer or director positions with the Company or any subsidiary (but, for the avoidance of doubt, not as an employee of the Company).

3.            Duties.     From the date hereof until just prior to the commencement of the Transition Period on March 27, 2022 (the “Pre-Transition Period”), and assuming that my employment does not otherwise terminate in the meantime (whether voluntarily or upon Good Reason by me, or upon my death or Disability or with or without Cause by the Company, in which case the terms of the Existing Agreement will continue to apply), I will continue to serve as an employee of the Company under substantially the same terms and conditions, and with the same duties and responsibilities, as I currently serve.

Following the commencement of the Transition Period on March 27, 2022, my salary will be adjusted as provided in Paragraph 5 of this letter and my duties and responsibilities, and title, will be adjusted as follows:

(a)            Initial Transition Period. Upon the commencement of the Transition Period and until September 30, 2022 (such period, the “Initial Transition Period”), I will no longer retain any officer or similar titles with the Company or any subsidiary, or serve in any such roles, but will instead continue to serve in an executive capacity, and initially be responsible for transition of the operational leadership of the Company to the person(s) selected by the Board (and who will report to the CEO, not me) to serve in my stead, and I will serve, as and to the extent from time to time specified by the Board or the CEO, as an advisor to the Company and such individual(s) to help support the Company’s business operations. It is anticipated and expected of me that, during the Initial Transition Period, I will devote approximately 75% of the time historically devoted by me to the continued performance of my duties for the Company, a significant portion of which will be by remote means. I will work on site from time to time as required by the CEO to attend meetings and similar group functions.

(b)            Final Transition Period. Upon the termination of the Initial Transition Period and until March 26, 2023 (such period the “Final Transition Period”), I will continue to serve in much the same manner as provided above in respect of the Initial Transition Period, except that it is anticipated and expected that, during the Final Transition Period, I will instead devote only approximately 50% of the time historically devoted by me to the continued performance of my duties for the Company, again, largely by remote means, and I will be “on call”.

The Company may in its discretion from time to time during the Transition Period relieve me from any or all duties, responsibilities, or authority, and may, for example, require that I be based or operate and pursue whatever duties I may continue to have, other than at the offices of the Company. I agree that during both the Pre-Transition Period and Initial Transition Period I will not commence employment elsewhere.

TESSCO Technologies Incorporated

March 15, 2022

Page 3

4.            Good Reason.     In order to allow for the transition of my employment as described above, without giving rise to or serving as a basis for a claim by me of Good Reason, I agree that nothing herein provided for or contemplated, including without limitation the seeking or hiring of my successor and transition or proposed or contemplated transition of my employment from Senior Vice President, Performance Systems and Operations, and any change in or elimination of my titles, duties, responsibilities or workplace, will not under any circumstances (including under the terms of the Existing Agreement, or any Performance Stock Unit Agreement or Stock Option held by me, or otherwise) be or give rise to or be grounds for a claim or assertion by me of Good Reason, or be or be treated as a termination of my employment by the Company without Cause, nor for the avoidance of doubt, constitute termination of my employment or entitle me to Severance. The use of the term “Good Reason” provided for in the Existing Agreement (and under the terms of any Stock Option, any Performance Stock Unit Agreement or Restricted Stock Award, or otherwise held by me) is to be construed, accordingly, and I waive, and agree not to assert, any right that I may have to claim that Good Reason exists on account of any such hiring, transition, elimination or other events or occurrences.

5.            Base Salary/ Benefit Continuation.

(a)            Pre Transition Period. During the Pre-Transition Period, the Company will continue to pay me my Base Salary and to provide me with those fringe benefits and perquisites as paid or provided to me, or in which I participated, immediately prior to the date hereof.

(b)            Initial Transition Period. During the Initial Transition Period, the Company will continue to pay me my Base Salary, but at a reduced amount equal to 75% of the amount in effect as of the end of the Pre-Transition Period, and to provide me with those fringe benefits and perquisites as paid or provided to me, or in which I participated, immediately prior to the start of the Initial Transition Period.

(c)            Final Transition Period. During the Final Transition Period, the Company will continue to pay me my Base Salary but at a reduced amount equal to 50% of the amount in effect as of the end of the Pre-Transition Period, and to provide me with those fringe benefits and perquisites as paid or provided to me, or in which I participated, immediately prior to the start of the Initial Transition Period.

6.            Equity Compensation/ Cash Bonus.

(a)     Fiscal 2022.     Any term or provision hereof or of the Existing Agreement, or other communications or prior understandings to the contrary notwithstanding, in no event will I be entitled to payment of any Cash Bonus or otherwise participate in the Company’s Annual Bonus Plan for fiscal year 2022. In lieu thereof, as of the effective date of this letter, the Company will make an award to me of Restricted Stock under the 2019 Stock and Incentive Plan (the “Plan”), with the number of shares determined by dividing $150,000 by the Fair Market Value (as determined by the Compensation Committee consistent with the Plan) on the grant date (on or about the effective date of this letter). The Restricted Stock will have a one year vesting period and provide for acceleration of the lapse of the restriction upon a Change in Control (as such term is to be defined for purposes of the Restricted Stock Award). I will be solely responsible for any corresponding Internal Revenue Code Section 83(b) election.

TESSCO Technologies Incorporated

March 15, 2022

Page 4

(b)            Fiscal 2023.     For fiscal 2023, and provided that my employment continues, I will once again be entitled to participate in the Company’s cash bonus program if then ongoing and on the same general terms as applicable to the Company’s then senior management (CEO and CFO), but instead based on a 50% (of my aggregate fiscal 2023 Base Salary) rate.

(c)            No other Equity Compensation   Except as expressly provided in clause (a) above, I will not be entitled to participate in any additional grants or awards under the Company’s equity incentive compensation programs or plans for (or having a measurement period commencing during) any fiscal year or any portion thereof after the close of the current fiscal year, fiscal year 2022.

(d)            Continued Vesting of Awards Held. For so long as I remain employed by the Company, and notwithstanding the commencement of the Transition Period, the Options and the PSUs currently held by me will continue to remain outstanding and will continue to be earned or vest, as applicable, in accordance with their respective terms.

7.            Termination Following Commencement of the Transition Period. If, following the commencement of the Transition Period on March 28, 2022 and prior to the expected expiration of the term of my employment on March 26, 2023, either (A) my employment is terminated on account of my death or Disability, or (B) my employment is terminated by the Company without Cause, or (C) I terminate my employment with Good Reason (as the term is then defined), then, agreeing that such payments and accommodations will be my sole and exclusive remedy for any such termination (and in lieu of any other amounts as might have otherwise become due and payable under the Exiting Agreement, which insofar as then in effect is hereby modified accordingly) and that I will not pursue any other remedies, the following terms will apply:

(a)            Accrued Compensation and Benefits. The Company will pay or provide to me (or my estate) my then applicable base compensation and bonus (if any amount has then been determined as is payable) as accrued and payable through the applicable Date of Termination, as otherwise contemplated under the terms of this Letter.

(b)            Continued Payments. The Company will continue to pay to me (or my estate) the amounts to which I would be entitled to be paid under the terms of this Letter had I remained employed hereunder for the remainder of the Transition Period, with such payments to be made as and when (and subject to the same conditions) provided for hereunder, assuming my employment had continued.

TESSCO Technologies Incorporated

March 15, 2022

Page 5

(c)            Benefits. Following the termination of my employment in March 2023, the Company will extend my participation in the Company’s self-insured group health program through December 31, 2023, provided that I will be responsible for and will continue to pay my share of the premium cost for the coverage option(s) I elect in the same amount as a similarly situated active employee, with the Company paying the remaining portion (the “subsidized portion”). Provided that I pay my share of the premiums to maintain my coverage through December 31, 2023, the Company will then provide me with the opportunity to continue my group health coverage after that date at my own expense by electing COBRA continuation coverage. I understand that the Company will report the subsidized portion of the value of my group health coverage for the period from my termination date through December 31, 2023 as additional taxable income to me if the Company determines in good faith that such reporting is appropriate to satisfy applicable nondiscrimination requirements under the Internal Revenue Code. Provided the Company determines it is contractually able to do so, the Company agrees to pay its share of the premiums to maintain the insurance coverages for life and long term care provided to me, or in which I participated, and my membership or access to Hayfields, as in effect or available to me immediately prior to the date of termination of my employment, through December 31, 2023. Notwithstanding the foregoing, if the terms or provisions of any benefit plan, program, or arrangement for which I would have otherwise been eligible or entitled pursuant to this subparagraph (c) limit or restrict my continued eligibility or participation the Company shall, in consultation with me use its best efforts to afford me the opportunity to obtain substantially the same benefits by means of some alternative arrangement that does not involve additional cost to me or, alternatively, at the Company’s discretion, make payment to me of an amount as necessary to put me in substantially the same economic position as I would have been in, but for such limitation or restriction.

(d)            Release Update. The payment to me of any amounts or the affording to me of any benefits under this Section 7, other than and excluding any payments or benefits (or rights in respect thereof) to which I am at the time entitled as a matter of law (e.g., accrued and unpaid base salary), shall be expressly conditioned upon my delivering a updated or a then current release as is initially required pursuant to Section 8 below, and written confirmation of my obligations thereunder.

For the avoidance of doubt, I acknowledge that should I terminate my employment voluntarily or without Good Reason (as the term is then defined) at any time, or if my employment terminates on account of my death or Disability prior to the commencement of the Transition Period, then in either case Section 3.2 of the Existing Agreement will continue to apply and I will be entitled to be paid only that which is provided for thereunder.

8.            Release and Continued Performance. Concurrent with the acceptance hereof by the Company, I will deliver a release as would have otherwise been required of me under the terms of Paragraph 7(d) of the Existing Agreement under the circumstance described there, which release will also include a non-disparagement obligation on my part and obtain an acknowledgement and agreement on my part that the terms of this Letter (and the Existing Agreement insofar as remaining in effect and any PSU or Option awards then held by me) supersede all other agreements between us and that the Company will be relieved of and released from any and all other obligations due to me, whether existing as of, of accruing or arising on or after, the date of such Release and related to my employment with the Company. In addition, I expressly acknowledge and agree that I will at all times comply with any other obligation I may have to the Company (including the Non-Compete Covenant and other covenants set forth in Paragraph 5 of the Existing Agreement).

TESSCO Technologies Incorporated

March 15, 2022

Page 6

9.            Acceptance/ Existing Agreement Ratified, as Modified. This Letter is intended to constitute a legal offer to the Company on my part to modify the Existing Agreement as herein provided (the “Offer”). However, not until acceptance by the Company of this Letter (and the Offer), by execution on behalf of the Company and return to me of a fully executed counterpart of this Letter, will this Letter or the agreements on my part set forth herein be effective, legally binding or enforceable. Upon such acceptance by the Company, this Letter and the agreements on my part set forth herein, will become effective, legally binding and enforceable obligations of the parties, and the Existing Agreement will be modified accordingly, and as so modified, will thereafter be construed in a manner consistent with this Letter.

Should you want to discuss these terms further, please let me know.

Acceptance:

TESSCO Technologies Incorporated, a Delaware corporation,
does on and as of this 22nd day of March 2022,
accept the Offer and agrees to the terms of the forgoing Letter.

TESSCO Technologies Incorporated

Exhibit 10.2

TESSCO TECHNOLOGIES INCORPORATED

RESTRICTED STOCK AWARD

THIS RESTRICTED STOCK AWARD (this “Award”) is made as of the 22nd day of March 2022 (the “Grant Date”), by and between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), and DOUGLAS REIN (“Grantee”).

EXPLANATORY STATEMENT

Grantee has served as an Officer of the Company and entered into a letter agreement of even date herewith (the “Letter Agreement”) in connection with his orderly transition into retirement. The Letter Agreement modifies and amends that certain Severance and Restricted Covenant Agreement dated as of February 2, 2009 (“Original Agreement”) by and between the Company and Grantee. Pursuant to the Letter Agreement, the Company agreed to grant and issue to Grantee, pursuant to the Company’s 2019 Stock and Incentive Plan, as amended from time to time (the “Plan”), twenty-four thousand six hundred seventy-one (24,671) shares of the Company’s common stock, par value $0.01 per share, which is being issued subject to the restrictions and conditions set forth in this Award.

This Award is granted pursuant to the Plan, which is incorporated herein by reference for all purposes. The Grantee acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof, and all applicable laws and regulations. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Plan.

NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and to evidence the grant of and to set forth the terms and conditions governing the grant and ownership of the Award Shares (as defined below) and the parties’ other agreements related thereto, Grantee and the Company agree as follows:

AGREEMENTS

SECTION 1. GRANT

The Company hereby grants to Grantee as of the Grant Date, and Grantee hereby accepts from the Company, twenty-four thousand six hundred seventy-one (24,671) shares of Common Stock (the “Award Shares”), subject to the terms and conditions set forth in this Award. All Award Shares shall be deemed fully paid and nonassessable. The Shares of Restricted Stock granted pursuant to this Award shall be issued in the form of book entry shares in the name of the Grantee as soon as reasonably practicable after the Grant Date and shall be subject to the execution and return of this Agreement by the Grantee to the Company. Any Award Shares in respect of which, as of any given time, the risk of forfeiture provided for hereunder shall have lapsed are referred to in this Award as, and as of such time constitute, “Vested Shares.” Award Shares that have not yet vested in accordance with this Award as of any given time are referred to in this Award as, and as of such time constitute, “Nonvested Shares.”

SECTION 2. DEFINED TERMS

The following capitalized terms have the meanings set forth below:

“Cause” shall have the meaning ascribed thereto in the Original Agreement as modified by the Letter Agreement.

“Disability” means a physical or mental disease, injury, or infirmity that prevents Grantee (despite the provision of reasonable accommodations as required by law) from performing the substantial duties as a Director for a period of one hundred eighty (180) consecutive days as certified by a physician designated by or acceptable to the Company.

“Good Reason” shall have the meaning ascribed thereto in the Original Agreement as modified by the Letter Agreement.

“Transfer” means (i) to sell, assign, transfer, convey, pledge, hypothecate, or otherwise encumber or dispose of, either voluntarily or by operation of law (whether by virtue of execution, attachment, or similar process) or (ii) a sale, assignment, transfer, conveyance, pledge, hypothecation, or other encumbrance or disposition, either voluntarily or by operation of law (whether by virtue of execution, attachment, or similar process).

SECTION 3. VESTING AND FORFEITURE OF AWARD SHARES

3.1.          In General. As of the Grant Date, all of the Award Shares shall be Nonvested Shares. Except as otherwise provided in Section 3.2 with respect to accelerated vesting and in Section 3.3 with respect to forfeiture of Nonvested Shares, one hundred percent (100%) of the original number of Award Shares (or such number of Award Shares as shall take into account any adjustment made pursuant to SECTION 4) shall vest on March 22, 2023 (the “Vesting Date”) if the Grantee continues to be employed by or affiliated with the Company on such Vesting Date, or if prior to such Vesting Date, Grantee terminates his employment with Good Reason or his employment terminates on account of Disability. For the avoidance of doubt, any vesting of Award Shares pursuant to the foregoing sentence will occur on a one time basis on the Vesting Date (except as vesting may be accelerated under the terms hereof) rather than on a daily basis.

3.2.          Accelerated Vesting. Notwithstanding any other provision of this Award, any and all Nonvested Shares not previously forfeited in accordance herewith (including pursuant to Section 3.3) shall vest immediately upon the death of Grantee or upon the occurrence of a Change in Control.

3.3.          Forfeiture of Nonvested Shares. If, prior to the Nonvested Shares otherwise becoming Vested Shares for any reason, Grantee’s employment terminates (other than on account of death or Disability or with Good Reason), including for the avoidance of doubt and without limitation in the event of termination by the Company for Cause, any and all Nonvested Shares shall immediately be forfeited and returned to the Company without compensation to Grantee, and this Award shall terminate and be of no further force and effect.

SECTION 4.  ADJUSTMENT OF NUMBER OF SHARES

In the event of any change in the outstanding Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitalization, share split, reverse share split, share distribution, or combination of shares or the payment of a share dividend, the Award Shares, whether Vested Shares or Nonvested Shares, shall be treated in the same manner in any such transaction as other outstanding shares of Common Stock. Any shares of Common Stock or other securities received by Grantee with respect to any Nonvested Shares in any such transaction shall be subject to the same restrictions and conditions as the Nonvested Shares with respect to which such Common Stock or other securities were received and, in the case of shares of Common Stock, such shares shall constitute Nonvested Shares for purposes of this Award.

SECTION 5.  RESTRICTIONS ON TRANSFER

Grantee may not Transfer any Nonvested Shares, and any purported Transfer of Nonvested Shares shall be ineffective. Grantee shall have the full and unencumbered ownership of and right to Transfer and otherwise deal with all Vested Shares as Grantee deems fit, subject only to such restrictions as may be imposed by federal and state securities laws.

SECTION 6.  RIGHTS AS STOCKHOLDER

Grantee shall be entitled to all of the rights of a stockholder with respect to Award Shares (except in respect of Award Shares that have been forfeited), including the right to vote such shares and to receive dividends and other distributions payable with respect to such Award Shares after the Grant Date, provided, however, that any dividends (subject to Section 4) that may accrue and be payable in respect of Nonvested Shares shall not be paid or delivered to Grantee at the time of payment, but will instead be held by the Company in escrow for the account of the Grantee and paid and delivered to Grantee only when and if and insofar as the corresponding Nonvested Shares become Vested Shares in accordance with the terms hereof. Any such dividends accruing and placed in such escrow in respect of Nonvested Shares later forfeited by Grantee will revert to the Company.

SECTION 7.  EXECUTION BY GRANTEE

The Shares of Restricted Stock granted to the Grantee pursuant to the Award shall be subject to the Grantee’s execution and return of this Agreement to the Company or its designee (including by electronic means or by electronic means confirming acceptance of the terms hereof) no later than April 15, 2022 (the “Grantee Return Date”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of the Grantee’s estate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). If this Agreement is not so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, the Shares of Restricted Stock evidenced by this Agreement shall be forfeited unless otherwise determined by the Committee, and neither the Grantee nor the Grantee’s heirs, executors, administrators and successors shall have any rights with respect thereto. If this Agreement is so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, all dividends and other distributions paid or made with respect to the Shares of Restricted Stock granted hereunder prior to such Grantee Return Date or Executor Return Date shall be treated in the manner provided in Section 6 hereof.

SECTION 8.  WITHHOLDING AND TAXES

8.1.          In General. The Company shall have the right to require Grantee to remit to the Company, or to withhold from other amounts payable to Grantee (as compensation, fees, or otherwise), an amount sufficient to satisfy any and all federal, state, and local withholding tax requirements when such amounts become due, if applicable.

8.2.          Notice to Grantee. The Company shall endeavor to give written notice to Grantee no later than ten (10) days before the date by which the Company must collect or withhold any taxes relating to this Award of the date any such taxes must be received by the Company and an estimate of the amount of such taxes.

8.3.          Surrender of Award Shares to Pay Taxes. Grantee may elect, by written notice to the Company at least five (5) days before the date on which such taxes must be received by the Company, to surrender a whole number of Vested Shares having a Fair Market Value that equals the amount of the taxes that the Company is required to withhold or the Grantee desires to have withheld (in either case as determined by the Company with reference to applicable statutory rates and without regard to circumstances particular to the Grantee). To the extent that the whole number of Vested Shares so surrendered would result in excess withholding the Company shall, in lieu of issuing any fractional shares, apply such excess to the amount withheld (so long as so doing would not cause the amount withheld to exceed the maximum statutory rate) or remit to Grantee in cash the difference between the value of the Award Shares surrendered and the withheld amount as soon as administratively feasible after Grantee surrenders the Award Shares. The Board of Directors, in the exercise of its sole discretion, or the Chief Financial Officer, shall determine the date as of which such valuation occurs.

8.4          Section 83(b) Election. Grantee acknowledges that the tax consequences associated with this Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state, and local tax consequences of this Award. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the Award. Grantee understands further that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the fair market value of the Award Shares as of the date such Award Shares become Vested Shares. Grantee also understands that Grantee may elect to be taxed at Grant Date rather than at the date the Award Shares vest by filing an election under Section 83(b) of the Code with the Internal Revenue Service and by providing a copy of the election to the Company (an “83(b) Election”). GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN 83(b) ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE CODE; THAT SUCH 83(b) ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY OF THE 83(b) ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARD SHARES TO GRANTEE; AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH 83(b) ELECTION.

SECTION 9.  CERTIFICATES

No certificates evidencing Nonvested Shares shall be issued in Grantee’s name. As and when Nonvested Shares from time to time vest, Grantee shall be entitled to receive possession of certificates evidencing such Vested Shares, subject only to such restrictions as may be imposed by federal and state securities laws.

SECTION 10.  MISCELLANEOUS

10.1.          Notices. Any notice or communication required or permitted by this Award will be deemed to be received by the party to whom the notice or communication is addressed if delivered in person or by commercial courier service or sent by first class mail, postage prepaid: if to the Company, addressed to the attention of the Company’s Chief Financial Officer at the Company’s principal office in the State of Maryland and, if to Grantee, addressed to Grantee to the address set forth below Grantee’s signature to this Award or at the address reflected in the Company’s records; or in either case to such other address as either party notifies the other in accordance with this Section.

10.2.          Entire Agreement. This Award (together with the Plan) contains the entire agreement between the parties, and supersedes any prior agreements or understandings between them, relating to the subject of this Award.

10.3.          Governing Law. The validity, construction and effect of this Award, and any rules and regulations relating thereto, shall be determined in accordance with federal law and the laws of the State of Delaware (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).

10.4.          Severability. If any provision of this Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Board of Directors, materially altering the intent of this Award, such provision shall be stricken as to such jurisdiction and the remainder of this Award shall remain in full force and effect.

10.5.          Amendment of Award. This Award may not be amended except in writing and executed by both parties hereto, and no course of conduct by either party or between the parties will be deemed to amend the terms and conditions of this Award, unless such amendment is reduced to writing and executed by both parties.

10.6.          Waiver. The waiver of any breach of any provision of this Award by either of the parties shall not constitute or operate as a waiver of any other breach of any provision of this Award, and any failure to enforce any provision of this Award in any particular instance shall not operate as a waiver of any existing or future rights, duties, or obligations arising out of this Award.

10.7.          No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Award, and the Board of Directors shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

10.8.          Headings. The headings and subheadings in this Award are for convenience of reference only and shall not be given any effect in the interpretation of this Award.

10.9.          Counterparts. This Award may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. A counterpart signature page delivered by fax or other electronic means shall be effective to the same extent as an original thereof.

[BALANCE OF THIS PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have caused this Restricted Stock Award to be executed as of the Grant Date.