TSYS (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TeleCommunication Systems, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2015, the Board of Directors of TeleCommunication Systems, Inc. (the "Company" or "TCS") approved resolutions authorizing the amendment of employment agreements between the Company and certain named executive officers to provide for a reduction in severance amounts to six months from the existing contract terms that provided for the greater of six months or such longer period remaining in the term of each executive’s employment agreement.

On December 23, 2015, Richard A. Young, the Company's Executive Vice President and Chief Operating Officer, Thomas M. Brandt, Jr., the Company's Senior Vice President and Chief Financial Officer, and Timothy J. Lorello, the Company's Senior Vice President and Chief Marketing Officer each agreed to amendments to their respective employment agreements to incorporate the changes authorized by the Board of Directors. The form of amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Form of Amendment to Employment Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
TELECOMMUNICATION SYSTEMS, INC. AND EMPLOYEE

WHEREAS, TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (the “Company”) and [NAME] (“Employee” or “Executive” under the Employment Agreement, hereinafter, “Employee”) have entered into an employment agreement, effective as of [EFFECTIVE DATE], as amended (the “Employment Agreement”);

WHEREAS, the Company and Employee now desire to further amend the Employment Agreement to change the severance pay upon dismissal without Good Cause or resignation for Good Reason, as defined therein; and

WHEREAS, Section 12 of the Employment Agreement provides that all amendments must be in writing signed by both parties.

NOW, THEREFORE, the Company and the Employee, for good and valuable consideration received and intending to be legally bound, agree that the Employment Agreement is hereby amended effective as of December 22, 2015, as follows:

1. Section 5.1.3(A) is amended by deleting the entire paragraph and replacing it with the following paragraph:

(A) Base Salary, at the rate in effect immediately before the date of termination, for six months; and

2. In all other respects, the Employment Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the Company and Employee have duly executed this Amendment to Employment Agreement, which document may be executed in two or more counterparts, each being an original and all of which, when taken together, shall be deemed one instrument.

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