X0306 4 2014-03-20 0 0001487101 KEYW HOLDING CORP KEYW 0001435520 Krobath John Erwin II 7740 MILESTONE PARKWAY SUITE 400 HANOVER MD 21076 0 1 0 0 CFO/Treasurer Performance-based non-qualified stock options 17.11 2014-03-20 4 A 0 37500 0 A 2015-02-07 2024-02-06 Common stock, par value $0.001 37500 37500 D On February 7, 2014 the reporting person was granted a performance-based non-qualified stock option. Per Mr. Krobath's departure and an amendment to his Employment Agreement on 3/20/14, the reported transaction is no longer subject to performance criteria and 50% will vest on the first anniversary of the grant date and 25% will vest on the second anniversary of the grant date. The remaining 25% will not vest since the amendment states that all outstanding equity awards that would have vested before February 28, 2016 will continue to vest. /s/ Sarah E. Roberts as Attorney-in-Fact for John E. Krobath 2014-03-21