TeleCommunication Systems Deferred Compensation Plan

Exhibit 10-51

TeleCommunication Systems
Deferred Compensation Plan

(Plan Document)

ARTICLE I
PURPOSE AND EFFECTIVE DATE

The purpose of the TeleCommunication Systems Deferred Compensation Plan (“Plan”) is to aid TeleCommunication Systems and its subsidiaries in retaining and attracting executive employees by providing them with tax deferred savings opportunities. This voluntary nonqualified Plan provides a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA) of TeleCommunication Systems with the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified hypothetical investment benchmarks. The Plan is intended to conform to the requirements of Code §409A. The Plan shall be effective December 1, 2008, and deferral elections made hereunder shall be effective on or after December 1, 2008.

ARTICLE II
DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

     Section 2.01 Account . “Account” or “Accounts” means the fair market value of Deferred Amounts and Earnings and thereon as established under the terms of the Plan and reflected in the bookkeeping accounts maintained by the Company from time to time. As used in context, “Account” may refer to the Participant’s entire interest under the Plan or, if used in the context of a specific plan year ( e.g . “2010 Account” or “Plan Year Account”) may refer to the portion of the Participant’s interest under the Plan that reflect the Deferred Amount and Earnings thereon only for a Plan Year, or, if used in the context of a specific type of Deferred Amounts (e.g., “Plan Year Base Salary Account” or “Plan Year Discretionary Contribution Account”) those types of Deferred Amounts and Earnings thereon.

     Section 2.02 Administrative Committee . “Administrative Committee” means the committee appointed by the TeleCommunication Systems Deferred Compensation Plan Committee of the Board.

     Section 2.03 Base Salary . “Base Salary” means Eligible Compensation equal to the base rate of cash compensation paid by the Company to or for the benefit of a Participant for services rendered or labor performed while a Participant, including such amounts that would be payable to a Participant but for contributions made on the Participant’s behalf to any qualified plan maintained by the Company or to any cafeteria plan under Section 125 of the Internal Revenue Code maintained by the Company.

TeleCommunication Systems

     Section 2.04 Base Salary Deferral . “Base Salary Deferral” means the amount of a Participant’s Base Salary that the Participant elects to defer and that is credited to his or her Account pursuant to Section 4.02.

     Section 2.05 Beneficiary . “Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Article VIII.

     Section 2.06 Board . “Board” means the Board of Directors of TeleCommunication Systems.

     Section 2.07 Bonus Compensation . Bonus Compensation is defined under in Section 2.23 as Incentive Compensation.

     Section 2.08 Change of Control. For purposes of this Plan, a “Change of Control” shall be defined as any change of control within the meaning of Code section 409A(a)(2)(A)(v).

     Section 2.09 Code . “Code” shall mean the Internal Revenue Code of 1986, as amended, including regulations and guidance of general applicability issued thereunder.

     Section 2.10 Commissions “Commissions means compensation earned by a Participant in the form of commissions in connection with the sale of the Company’s products and services.

     Section 2.11 Company . “Company” means TeleCommunication Systems, Inc., its successors, any subsidiary or affiliated organizations authorized by the Board or the Plan Committee to participate in the Plan and any organization into which or with which TeleCommunication Systems merges or that assumes the liabilities of the Company.

     Section 2.12 Deferral Agreement . “Deferral Agreement” means an agreement filed by a Participant in accordance with Article IV.

     Section 2.13 Deferral Period . “Deferral Period” means the period of time after which payment of an Account is to be made or begin to be made as specified in Article IV. In the case of a Form of Payment that is substantially equal annual installments, the Deferral Period for each installment shall mean the period closing on the date that such installment payment is due under the terms of the Plan.

     Section 2.14 Deferred Amount . “Deferred Amount” means the amount of Eligible Compensation to which the Deferral Agreement relates that is to be deferred under the Plan, expressed as either a dollar amount or a percentage of the Base Salary, Incentive Compensation and/or Commissions for such Plan Year or performance period.

     Section 2.15 Designee . “Designee” shall mean the Company’s senior human resources officers or other individuals to whom the Plan Committee has delegated the authority to take action under the Plan. Wherever Plan Committee is referenced in the plan, it shall be deemed to also refer to Designee.

     Section 2.16 Disability . “Disability” means any injury, illness or condition that constitutes a disability within the meaning of Code section 409A(a)(2)(C).

     Section 2.17 Discretionary Contribution . “Discretionary Contribution,” if any, means the amount of any discretionary employer contribution, including any matching contribution that the Company agrees to make to the Plan from time to time.

TeleCommunication Systems

     Section 2.18 Earnings. “Earnings” shall mean shall mean the returns credited to a Participant’s Account on the basis of investment benchmarks specified by the Committee from time to time.

     Section 2.19 Eligible Compensation . “Eligible Compensation” means any Base Salary, Incentive Compensation and Commissions that are earned for services performed during a Plan Year. Eligible Compensation does not include expense reimbursements, any form of noncash compensation or transfer of property, or compensation paid under a stock-based plan.

     Section 2.20 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     Section 2.21 Form of Payment . “Form of Payment” means either a single sum distribution or substantially equal annual installments over a period of at least two (2) but not more than ten (10) years as specified under Article IV. If the Form of Payment is substantially equal annual installments, each installment shall constitute a separate payment for purposes of Code section 409A.

     Section 2.22 Hardship Withdrawal . “Hardship Withdrawal” means a payment on account of an unforeseeable emergency, as defined in Code section 409A(a)(2)(B)(ii), pursuant to Section 6.06.

     Section 2.22 Hypothetical Investment Benchmark . “Hypothetical Investment Benchmark” shall mean the phantom investment benchmarks which are used to measure the return credited to a Participant’s Deferral Account.

     Section 2.23 Incentive Compensation . “Incentive Compensation” means Eligible Compensation awarded to a Participant for a Plan Year under any incentive plan maintained by the Company.

     Section 2.24 Incentive Compensation Deferral . “Incentive Compensation Deferral” means the amount of a Participant’s Incentive Compensation that the Participant elects to defer and that is credited to his Account.

     Section 2.25 Modification Agreement . “Modification Agreement” means the form filed by a Participant to change the Deferral Period or the Form of Payment with respect to an Account under rules established by the Plan Committee from time to time and pursuant to Section 4.03(b).

     Section 2.26 Participant . “Participant” means any individual who is eligible to participate in this Plan and who elects to participate by filing a Participation Agreement as provided in Article IV.

     Section 2.27 Plan Committee . “Plan Committee” is the “TeleCommunication Systems Deferred Compensation Plan Committee” and means the compensation committee of the Board.

     Section 2.28 Plan Year . “Plan Year” means a twelve-month period beginning January 1 and ending the following December 31.

TeleCommunication Systems

     Section 2.29 TeleCommunication Systems Deferred Compensation Plan Committee . “TeleCommunication Systems Deferred Compensation Plan Committee” or “Plan Committee” means the compensation committee of the Board.

     Section 2.30 Separation from Service . “Separation from Service” means a reduction in an employee’s services (regardless whether performed as an employee or independent contractor) to a rate that is reasonably anticipated to be a permanent reduction in services to 20 percent or less of the average rate of services performed prior to such reduction. If an employee ceases or reduces services under a bona fide leave of absence, a Separation from Service occurs after the close of the 6-month anniversary of such leave, provided however that the Separation from Service shall be delayed to the extent that the employee has a statutory or contractual right to reemployment. Determination of whether a Separation from Service occurs shall be made in a manner that is consistent with the principles in Reg. 1.409A-1(h). A Separation from Service also shall refer to “Separate from Service” as used herein.

     Section 2.31 Specified Employee . “Specified Employee” means a “specified employee” within the meaning of Code section 409A(2)(B).

     Section 2.32 Valuation Date . “Valuation Date” means the last calendar date when the New York Stock Exchange was open, or such other date as the Administrative Committee in its sole discretion may determine.

ARTICLE III
ADMINISTRATION

     Section 3.01 TeleCommunication Systems Deferred Compensation Plan Committee and Administrative Committee Duties . This Plan shall be administered by the TeleCommunication Systems Deferred Compensation Plan Committee, or Plan Committee. A majority of the members of the Plan Committee shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Plan Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by an instrument in writing signed by all its members. Members of the Plan Committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting and waiver of notice of such meeting.

The Plan Committee shall be responsible for the administration of this Plan and shall have all powers necessary to administer this Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of this Plan, except to the extent that any such powers are vested in any other person administering this Plan by the Plan Committee. The Plan Committee may from time to time establish rules for the administration of this Plan, and it shall have the exclusive right to interpret this Plan and to decide any matters arising in connection with the administration and operation of this Plan. All rules, interpretations and decisions of the Plan Committee shall be conclusive and binding on the Company, Participants and Beneficiaries.

The Plan Committee has delegated to the Administrative Committee responsibility for performing certain administrative and ministerial functions under this Plan. The Administrative Committee shall be responsible for determining in the first instance issues related to eligibility, Hypothetical Investment Benchmarks, distribution of Deferred Amounts, determination of account balances, crediting of hypothetical earnings and debiting of hypothetical losses and of distributions, in-service withdrawals, deferral elections and any other duties concerning the day-to-day operation of this Plan. The Plan Committee shall have discretion to delegate to the Administrative

TeleCommunication Systems

Committee such additional duties as it may determine. The Administrative Committee may designate one of its members as a chairperson and may retain and supervise outside providers, third party administrators, record keepers and professionals (including in-house professionals) to perform any or all of the duties delegated to it hereunder.

Neither the Plan Committee nor a member of the Board nor any member of the Administrative Committee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duti