Exhibit 10.3
 As amended and restated
March 7, 2011
 EMS TECHNOLOGIES, INC.
Executive Annual Incentive Compensation Plan
 1. PURPOSE
  2. DEFINITIONS
  (a)
    
    Plan  This Annual Incentive Compensation Plan for executives.(b)
    
    Business Unit  A principal subsidiary, business division or group of the
Company as identified for the purposes of the Plan by the Committee.(c)
    
    Board  The Board of Directors of the Company.(d)
    
    Company  EMS Technologies, Inc.(e)
    
    Committee  The Compensation Committee of the Board, which has the exclusive
authority to interpret and make awards under the Plan.(f)
    
    Plan Year  A fiscal year of the Company.(g)
    
    Base Compensation  A Participants annual salary compensation, before
reduction for Cafeteria Plan, Savings Incentive Plan, Stock Purchase Plan or other
elective reductions or deductions, and before deduction of any taxes.(h)
    
    Participant  A person selected in accordance with Section 4 to be eligible to
receive a bonus in accordance with this Plan.(i)
    
    Target Incentive  The bonus payable under the Plan in the event 100% of
financial and individual performance objectives are met.
 3. ADMINISTRATION AND INTERPRETATION OF THE PLAN




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4. ELIGIBLE PARTICIPANTS
    5. DETERMINATION OF INCENTIVE COMPENSATION AWARDS
  (a) Determination of Targets
 (b) Determination of Company and Business Unit Financial Targets
 (c) Determination of Participant Individual Performance Goals, and of Related Award or
Evaluation Factor.




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Or, in the alternative
  (d) Determination of Award Based on Financial Objectives
 (e) Preliminary Determination of Each Participants Award
 (f) Final Approval
 6. PAYMENT OF INCENTIVE COMPENSATION AWARDS




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7. CHANGE IN CONTROL OF THE COMPANY
 (a) Contrary Provisions
 (b) Change in Control
      (c) Payments Upon a Change in Control
 (1)
    
    For any year in which a Change in Control shall occur, the
award payable to each Participant for that year shall be the greater of (i) the
Participants Target Incentive for such year, and (ii) the amount determined in
accordance with the procedures specified in paragraphs 5(a) through 5(f),
except that no adjustment pursuant to paragraph 5(f) shall reduce the amount
otherwise determined for such Participant under paragraphs 5(a) through 5(e).
 (2)
    
    Any Participant whose employment, following a Change in Control
that was previously approved by the Incumbent Board, terminates under
circumstances entitling such Participant to receive payments for salary and
benefits under an Executive Protection Agreement in effect between the Company
and that Participant, shall receive for the year in which such termination
occurs payment of an award
equal to that Participants Target Incentive for such year, such payment to be
made on the schedule governing post-employment payments as provided in such
Executive Protection Agreement.




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(3)
    
    Notwithstanding any conflicting requirement of clause (ii) of
the second paragraph of Section 4, if, within two years following a Change in
Control, a Participants employment is the subject of Involuntary Termination
or Voluntary Termination (in each case as defined in an Executive Protection
Agreement in effect between the Company and that Participant) occurring
subsequent to the end of a Plan Year, that Participant shall receive the full
amount of the award determined for such prior Plan Year as determined in
accordance with the procedures specified in paragraphs 5(a) through 5(f),
except that no adjustment pursuant to paragraph 5(f) shall reduce the amount
otherwise determined for such Participant under paragraphs 5(a) through 5(e).
 (d) Amendment or Termination
 (e) Trust Arrangement
 8. NON-ASSIGNABILITY
  9. NO RIGHT TO EMPLOYMENT
  10. AMENDMENT OR TERMINATION