EX-10.1






September 28, 2007



Melvin L. Keating


18 Driftwood Drive


Livingston, New Jersey



Dear Mel:



On behalf of LCC International, Inc. (the “Company”), I am pleased to formally invite you to join
our Board of Directors. We expect you will serve a vital role as one of the Company’s “outside”
directors. We also expect you will serve on one or more of the Board’s Committees, following the
recommendations of the Board’s Nominating & Corporate Governance Committee.



I intend to submit your candidacy to the Board for approval promptly after receiving your
acceptance of this invitation to join the Board. This will be an interim appointment commencing on
the date the Board approves your election and continuing until the Company’s next Annual
Shareholders’ Meeting in December 2007. We expect the Board will concurrently approve your
inclusion in Company’s 2007 Proxy Statement for election as a member of the Board. The Company’s
Directors are elected for one-year term(s) at each Annual Shareholders’ Meeting.



Historically, the Board holds four regular meetings each year and one Annual Meeting immediately
following the Annual Shareholders’ Meeting. Although the Annual Meeting has been delayed in 2007,
the Annual Meeting is normally held during the third week of May, and the regular meetings are
normally scheduled in the third or fourth week following the close of each fiscal quarter.



The Board also holds special meetings as needed during the year to consider matters that demand
more immediate attention given the needs of the business.



In consideration of your services, we are offering you the following compensation package:




	 	•	 	An annual retainer of $30,000 paid in four equal quarterly installments, in arrears, at
each regular meeting of the Board.






	 	•	 	An annual retainer of $2,000 for each Committee that you serve on with an additional
$3,000 in the event you serve as Chair of the Committee.





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Melvin L. Keating Letter


September 28, 2007




	 	•	 	A fee of $1,000 for each Board and Board Committee meeting that you attend, together
with reimbursement of all reasonable out-of-pocket expenses you incur in connection with
your service.





You are also eligible to receive options to purchase shares of the Company’s Class “A” Common Stock
under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”). Directors of the
Company are eligible to receive an annual grant at each Annual Board Meeting of options to purchase
10,000 shares, and a grant upon joining the Board equal to a pro rata portion of 10,000 based on
the portion of a year remaining until the next Annual Board Meeting. Assuming you accept on or
before October 1, and given that the next Annual Meeting will be in mid-December, this amounts to
an initial grant of 2,050 shares.



The options are granted at the fair market value of the Company’s Class “A” Common Stock on the
date of grant (i.e., the date approved by the Board), which is defined as the closing price
reported on NASDAQ on the date prior to the date of grant. The options normally have a three-year
vesting schedule with one third vesting on each anniversary of the date of grant. The options are
subject to the terms and conditions of the Plan and the form of Non-Qualified Stock Option
Agreement adopted by the Board for grants under the Plan.



You will also be entitled to indemnification from the Company for certain claims that you may be
subject to in connection with your service to the Company. You will be provided an indemnification
agreement in the form adopted by the Board for its members. A copy of the form agreement is
attached for your reference. The Company maintains standard D&O Liability coverage that provides
coverage for certain risks under the terms of the policy.



You will be subject to the normal SEC and NASDAQ rules applicable to directors of public companies
including restrictions on your ability to execute transactions involving Company securities and
certain disclosure obligations with respect to your trading activities. The Company has adopted
certain policies applicable to its officers and directors, including trading windows and
pre-clearance procedures, which will assist in your compliance with these requirements.



I have also enclosed a Questionnaire for Directors and Executive Officers, which I would greatly
appreciate you completing and returning to LCC’s General Counsel, Peter Deliso, at your earliest
possible convenience. The D&O Questionnaire ensures that the Company has certain information
regarding its directors and officers necessary for periodic SEC reporting purposes.



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Melvin L. Keating Letter


September 28, 2007



Again, we are very pleased to offer you this position and look forward to a long and mutually
beneficial relationship. If you wish to accept this offer, please sign this letter in the space
provided below and return one fully executed copy to me. This offer is contingent upon approval by
the Board of Directors, your submission of the attached Questionnaire, as well as satisfactory
completion of the Board’s due diligence with respect to your background, your qualification as an
“independent” director, and the information provided in your Questionnaire.



If you have any questions, please feel free to call me.



Best regards,



/s/ Susan Ness



Susan Ness


Chair, Nominating & Corporate Governance Committee


LCC International, Inc.





Board of Directors



ACCEPTED AND AGREED


As of the 29th day of September 2007



/s/ Melvin L. Keating     


Melvin L. Keating