X0306 4 2014-01-03 0 0001069258 KRATOS DEFENSE & SECURITY SOLUTIONS, INC. KTOS 0001509409 Carrai Phillip D 4820 EASTGATE MALL SAN DIEGO CA 92121 0 1 0 0 President, KTTS Division Restricted Stock Unit 2014-01-03 4 A 0 60000 0 A Common Stock 60000 60000 D Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer's common stock. 30,000 of the RSUs vest 100% on the five year anniversary of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement. 30,000 of the RSUs vest 20% upon each 10% increase in the closing market price of the Issuer's common stock measured from the RSU grant date through the 10-year anniversary of the RSU grant date, unless earlier vested or terminated pursuant to the terms of the RSU agreement, provided that the first vesting shall not occur until the first anniversary of the RSU grant date, at which time that percentage of RSUs shall vest based on increases in the closing market price measured from the RSU grant date through the first anniversary. Phillip D. Carrai, by Eva Yee, Attorney-In-Fact 2014-01-07