3. Change in Control — The term “Change in Control” as used herein shall mean theoccurrence of one of the following:(i) the Company consolidates or merges with or into another corporation, or isotherwise reorganized, if the Company is not the surviving corporation in suchtransaction or if after such transaction any other corporation, association or otherperson, entity or group or the shareholders thereof own, directly or indirectly,more than 50% of the then-outstanding shares of common stock or more than 50% of theassets of the Company; or(ii) more than 35% of the then-outstanding shares of common stock of the Companyare, in a single transaction or in a series of related transactions, sold orotherwise transferred to or are acquired by any other corporation, association orother person, entity or group, whether or not any such shareholder or anyshareholders included in such group were shareholders of the Company prior to theChange in Control; or(iii) an election, or series of related elections (including a series of contestedelections involving either one or more of the same nominees or nominees of the sameparty or of affiliated parties) of members of the Board of Directors shall occursuch that a majority of such members following such election(s) shall not have beennominated or recommended for election by a majority of the members of the Board ofDirectors who were serving immediately prior to such election (or the latest in suchseries of election); or(iv) the occurrence of any other event or circumstance which is not covered by (i)through (iii) above which the Board determines affects control of the Company andconstitutes a Change in Control for purposes of this Agreement.4. Disability — The term “Disability” shall mean the Executive’s inability as a resultof physical or mental incapacity to substantially perform his or her duties for the Company on afull-time basis for a period of six months.5. Excess Severance Payment — The term “Excess Severance Payment” shall have the samemeaning as the term “excess parachute payment” defined in Section 280G(b)(1) of the Code.6. Severance Payment — The term “Severance Payment” shall have the same meaning as theterm “parachute payment” defined in Section 280G(b)(2) of the Code.7. Present Value — The term “Present Value” shall have the same meaning as provided inSection 280G(d)(4) of the Code.8. Reasonable Compensation — The term “Reasonable Compensation” shall have the samemeaning as provided in Section 280G(b)(4) of the Code.
 
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III. BENEFITS UPON TERMINATION.1. Termination Upon Change in Control — If a Change in Control occurs during the termof this Agreement and the Executive’s employment is terminated either:(i) prior to a Change in Control and (x) at the request of a third party who has indicated anintention or taken steps reasonably calculated to effect a Change in Control, (y) otherwise inconnection with a Change in Control that in fact occurs, or (z) occurred in connection with aBoard-authorized plan for, or Board-authorized implementation efforts with respect to, aChange in Control (whether or not such Change in Control in fact occurs), or(ii) on or within 24 months after a Change in Control, and such termination is a result ofInvoluntary Termination or Voluntary Termination, as defined below,then the benefits described in Section 2 below shall, subject to Article IV of this Agreement, bepaid or provided to the Executive. The fact that Executive is eligible for early, normal ordelayed retirement under a Company retirement plan at the time of his or her termination shall notmake him or her ineligible to receive benefits hereunder. For the purposes of the followingdefinitions, the term “Company” shall include the Company’s subsidiaries and any successor as aresult of the Change in Control to the business and assets of the Company or its subsidiaries.(a) Involuntary Termination — For purposes hereof, “Involuntary Termination”shall mean termination of employment that is involuntary on the part of theExecutive and that occurs for reasons other than Cause, Disability or death.(b) Voluntary Termination — For purposes hereof, “Voluntary Termination”shall mean termination of employment that is voluntary on the part of the Executive,and, in the judgment of the Executive, is due to, and which occurs within six monthsof:(i) the assignment to the Executive of any duties inconsistent with theExecutive’s title and status in effect prior to the Change in Control, amaterial increase or decrease in the Executive’s responsibilities at theCompany from those in effect immediately prior to the Change in Control, oran adverse alteration in the nature or status of such responsibilities(other than any such alteration to the extent incidental to the fact thatthe Company may no longer be a public company);(ii) a reduction by the Company of the Executive’s base salary from suchsalary in effect prior to the Change in Control;(iii) the relocation of the Company’s principal executive offices to alocation outside the Atlanta, Georgia metropolitan area, or the Company’srequiring the Executive to be based anywhere other than the Company’sprincipal executive offices (or other office within the same metropolitanarea as any office principally used by the Executive during the yearpreceding the Change in Control), except for required travel on theCompany’s business to an extent substantially consistent with theExecutive’s business travel obligations prior to the Change in Control;(iv) the failure by the Company, without the Executive’s consent, to pay tothe Executive any portion of the Executive’s then-current compensation(including base salary and annual bonus to the extent payable under theterms of annual bonus programs in effect from time to time), or to pay tothe Executive any portion of an installment of deferred compensationunder any deferred compensation program of the Company, in each case withinseven days of the date such compensation is due;
 
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(v) the failure by the Company to continue in effect any compensation planin which the Executive participates immediately prior to the Change inControl, which is material to the Executive’s total compensation, includingbut not limited to the Company’s annual bonus plan, stock option plan, orany similar or substitute plans adopted prior to the Change in Control,unless an equitable arrangement (embodied in an ongoing substitute oralternative plan) has been made with respect to such plan, or the failure bythe Company to continue the Executive’s participation in such plan (or insuch substitute or alternative plan) on a basis not materially lessfavorable, both in terms of the amount of benefits provided (or potentiallyavailable under incentive compensation programs) and the level of theExecutive’s participation relative to other participants, as existedimmediately prior to the Change in Control;(vi) the failure by the Company to continue to provide the Executive withbenefits substantially similar to those enjoyed by the Executive under anyof the Company’s life insurance, medical, health and accident or disabilityplans in which the Executive was participating immediately prior to theChange in Control, or the taking of any action by the Company which woulddirectly or indirectly materially reduce any of such benefits or woulddeprive the Executive of any material fringe benefit otherwise enjoyed bythe Executive immediately prior to the Change in Control; or(v) the failure of any successor to assume this Agreement as provided inSection V.2 below.A termination shall not be considered voluntary within the meaning of this Agreement if suchtermination is the result of Cause, Disability or death of the Executive. The Executive’scontinued employment shall not constitute consent to, or a waiver of rights with respect to, anyact or failure to act relating to Voluntary Termination hereunder.2. Benefits to be Provided — If the Executive becomes eligible for benefits underSection 1 above, the Company shall pay or provide to the Executive the compensation and benefitsset forth in this Section 2.(a) Salary — The Executive will continue to receive his or her currentsalary (subject to withholding of all applicable taxes and any amounts referred toin Section 2(b) below) for the period specified below following his date oftermination in the same manner as it was being paid as of the date of termination;provided, however, that the salary payments provided for hereundershall be paid in a single lump sum payment, to be paid not earlier than six monthsand one day, and not later than seven months, after his or her termination ofemployment; provided, further, that the amount of such lump sumpayment shall be determined by taking the salary payments to be made and discountingthem to their Present Value on the date the Executive’s employment is terminated,increased by interest on such amount for each day from the 31st day aftertermination of employment until the date of payment, calculated on a daily basis ata rate per annum equal tothe rate used to determine such Present Value. For purposes hereof, the Executive’s“current salary” shall be the highest rate in effect during the six-month periodprior to the Executive’s termination. The period for which such salary paymentsshall be so made shall be as follows:(i) 36 months in the case of a Change in Control occurring without the priorapproval of the Board of Directors; or
 
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(ii) 24 months in the case of a Change in Control occurring with the priorapproval of the Board of Directors.(b) Health and Life Insurance Coverage — The health and life insurancebenefits coverage (including any executive medical plan or split dollar insuranceplan) provided to the Executive at his or her date of termination (or, if greater,within six months prior to such date of termination), shall be provided by theCompany (no less frequently than monthly) at its expense at the same level and inthe same manner as if his or her employment had not terminated (and, if applicable,such coverage had not been terminated or modified within six months prior to suchdate of termination), but subject to the customary changes in such coverages if theExecutive reaches age 65 or has similar changes in personal or family circumstances,beginning on the date of such termination and ending on the date 12 months from thedate of such termination. Any additional coverages the Executive had attermination, including dependent coverage, will also be continued for such period onthe same terms, to the extent permitted by the applicable policies or contracts.Any costs the Executive was paying for such coverages at the time of terminationshall be paid by the Executive by separate check payable to the Company each monthin advance. If the terms of any benefit plan referred to in this subsection do notpermit continued participation by the Executive, then the Company will arrange forother coverage at its expense providing substantially similar benefits with theExecutive to pay for such coverage no more than the Executive was paying at the timeof termination under the terms of any benefit plan as described above. The coveragesprovided for in this subsection shall be applied against and reduce the period forwhich COBRA will be provided, and may at the Company’s election be provided as COBRAcoverage, subject to payment by the Company to the Executive (monthly in advance) ofadditional compensation equal to the excess of the COBRA premium over the costsotherwise payable by the Executive as provided above, in each case as in effect fromtime to time, plus an additional amount as necessary to reimburse the Executive foradditional taxes payable on both such additional compensation and such additionalamount at a combined tax rate of 45%; provided, however, that thefirst of any such payments by the Company shall be made no earlier than six monthsand one day, and not later than seven months, after the Executive’s termination ofemployment and shall include all amounts so payable with respect to the first sevenmonths following such termination.(c) Stock Options — As of the Executive’s date of termination, alloutstanding stock options granted to the Executive under any stock option plan orprogram maintained by the Company shall become 100% vested and immediatelyexercisable, and shall thereafter remain exercisable until the expiration datesotherwise in effect had the Executive remained continuously employed by the Company.
 
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(d) Annual Bonus for the Year Preceding Termination — If not previouslypaid, the Company shall pay to the Executive cash incentive compensation for theyear preceding the year in which the termination occurs, in an amount determined inaccordance with, and payable as provided in, the Company’s Executive AnnualIncentive Compensation Plan (or successor or replacement plan) as in effect for suchpreceding year.(e) Annual Bonus for the Year of Termination — In the case of a Change inControl occurring with the prior approval of the Board of Directors, the Companyshall pay to the Executive cash incentive compensation for the year in which thetermination occurs in the amount determined in accordance with, and payable asprovided in, the Company’s Executive Annual Incentive Compensation Plan (orsuccessor or replacement plan) as in effect for such year.(f) Effect of Death — In the event of the Executive’s death after he becomesentitled to payments or benefits hereunder, the payments and benefits shall becontinued to his or her spouse for the remainder of the applicable 36-, 24- or12-month period. If the Executive is not married, the payments and benefits shallcease on his or her date of death.IV. LIMITATION OF BENEFITS.1. Limitation of Amount — Notwithstanding anything in this Agreement to the contrary,if any of the compensation or benefits payable, or to be provided, to the Executive by the Companyunder this Agreement or otherwise are treated as Excess Severance Payments (whether alone or inconjunction with payments or benefits outside of this Agreement), the compensation and benefitsprovided under this Agreement or otherwise shall be modified or reduced in the manner provided inSection 2 below to the extent necessary so that the compensation and benefits payable or to beprovided to the Executive under this Agreement that are treated as Severance Payments, as well asany compensation or benefits provided outside of this Agreement that are so treated, shall notcause the Company to have paid an Excess Severance Payment. In computing such amount, the partiesshall take into account all provisions of Code Section 280G, and the regulations thereunder,including making appropriate adjustments to such calculation for amounts established to beReasonable Compensation. The determinations under this Section IV.1 with regard to ExcessSeverance Payments shall be made by an independent accounting firm selected by the Company and theExecutive, which shall provide detailed supporting calculations to the parties.2. Modification of Amount — In the event that the amount of any Severance Paymentswhich would be payable to or for the benefit of the Executive under this Agreement must be modifiedor reduced to comply with this Article, the Executive shall direct which Severance Payments are tobe modified or reduced but only to the extent that the right to direct, and the actual directionof, which Severance Payments are to be modified or reduced does not result in any failure of thisAgreement to comply with Section 409A of the Code. If the right to direct, or the actual directionof, which Severance Payments are to be modified or reduced would result in any failure of thisAgreement or any other arrangement to comply with Section 409A ofthe Code, then, in lieu of the Executive’s right to direct which Severance Payments are to bereduced or modified, the order of reduction, on a pro rata basis within each category, shall befirst any such cash payments, next any equity compensation, then any medical or life insurance andlastly any other remaining payments or benefits. No increase in the amount of any payment shall bemade without the consent of the Company.
 
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3. Avoidance of Penalty Taxes — This Article shall be interpreted so as to avoid theimposition of excise taxes on the Executive under Section 4999 of the Code or the disallowance of adeduction to the Company pursuant to Section 280G(a) of the Code with respect to amounts payableunder this Agreement or otherwise. In connection with any Internal Revenue Service examination,audit or other inquiry, the Company and the Executive agree to take action to provide, and tocooperate in providing, evidence to the Internal Revenue Service that the compensation and benefitsprovided under this Agreement or otherwise do not result in the payment of Excess SeverancePayments.4. Additional Limitation — In addition to the limits otherwise provided in thisArticle, to the extent permitted by law the Executive may in his or her sole discretion elect toreduce (or change the timing of) any payments he may be eligible to receive under this Agreement orotherwise to prevent the imposition of excise taxes on the Executive under Section 4999 of the Codeor to otherwise reduce or delay liability for taxes owed under the Code; but, only if the right ofthe Executive to elect to reduce (or change the timing of) any payments he or she may be eligibleto receive under this Agreement or otherwise, or any actual election to reduce (or change thetiming of) any payments he or she may be eligible to receive under this Agreement or otherwise,will not result in any failure of this Agreement or other arrangement to comply with Section 409Aof the Code.V. MISCELLANEOUS.1. Notices — Any notice to a party required or permitted to be given hereunder shallbe in writing and shall be deemed given when delivered and shall be hand delivered, sent byfacsimile transmission with request for confirmation of receipt, or mailed registered or certifiedmail (return receipt requested), to such party at such party’s address as specified below, or atsuch other address as such party shall specify by notice to the other.       If to the Company: EMS Technologies, Inc.660 Engineering Dr.Norcross, GA 30092Attention: General CounselIf to the Executive, to his or her last address provided to the Company by the Executive, andif none as otherwise shown on the records of the Company.2. Assignment — This Agreement shall inure to the benefit of and shall be binding uponthe parties hereto and their respective executors, administrators, heirs, personal representativesand successors, but, except as hereinafter provided, neither this Agreement nor any right hereundermay be assigned or transferred by either party thereto, or by any beneficiary or any other person,nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or otherlegal process of any kind against the Executive, his or her beneficiary or any other person.Notwithstanding the foregoing, any person or business entity succeeding tosubstantially all of the business of the Company by purchase, merger, consolidation, sale of assetsor otherwise, shall be bound by this Agreement and must assume all obligations of the Company setforth in this Agreement, and the Company shall use its reasonable best efforts to obtain suchassumption prior to the effective date of any such succession.
 
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3. No Obligation to Fund — The agreement of the Company (or its successor) to makepayments to the Executive hereunder shall represent solely the unsecured obligation of the Company(and its successor), except to the extent the Company (or its successor) in its sole discretionelects in whole or in part to fund its obligations under this Agreement pursuant to a trustarrangement or otherwise.4. Applicable Law — This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Georgia.5. Arbitration of Disputes; Expenses — All claims by the Executive for compensationand benefits under this Agreement shall be directed to and determined by the Board and shall be inwriting. Any denial by the Board of a claim for benefits under this Agreement shall be deliveredto the Executive in writing within 20 days following the submission of such claim, and shall setforth the specific reasons for the denial and the specific provisions of this Agreement reliedupon. Any further dispute or controversy arising under or in connection with this Agreement shallbe settled exclusively by arbitration in Atlanta, Georgia, in accordance with the commercialarbitration rules of the American Arbitration Association then in effect. The arbitration awardshall be final and binding upon the parties, and judgment upon the award may be entered on thearbitrator’s award in any court having jurisdiction. Any arbitration award in favor of theExecutive, in whole or in part, shall include interest, at the rate of 10% per annum, on the amountawarded from the date it was due for payment as provided in this Agreement. In the event theExecutive incurs legal fees and other expenses in seeking to obtain or enforce any rights orbenefits provided by this Agreement and is successful, in whole or in part, in obtaining orenforcing any such rights or benefits through settlement, arbitration or otherwise, the Companyshall pay, and any arbitration award shall include, the Executive’s reasonable legal fees andexpenses incurred in enforcing this Agreement and the Executive’s share of the fees of thearbitrator, such fees and expenses to be paid by the Company promptly but in any event within 30days after any final settlement, arbitration or adjudication of any denial of claim for benefitshereunder. Except to the extent provided in the preceding sentence, each party shall pay its ownlegal fees and other expenses associated with any dispute, provided, that the fee for thearbitrator shall be shared equally.6. Amendment — This Agreement may only be amended by a written instrument signed bythe parties hereto, which makes specific reference to this Agreement.7. Severability — If any provision of this Agreement shall be held invalid orunenforceable by any court of competent jurisdiction, such holding shall not invalidate or renderunenforceable any other provisions hereof.8. Other Benefits — Nothing in this Agreement shall limit or replace the compensationor benefits payable to the Executive, or otherwise adversely affect the Executive’s rights, underany other benefit plan, program or agreement to which the Executive is a party.
 
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VI. SECTION 409A COMPLIANCE.Notwithstanding any other provision of this Agreement to the contrary, it is intended that anypayment or benefit provided pursuant to or in connection with this Agreement that is considered tobe nonqualified deferred compensation subject to Section 409A of the Code shall be provided andpaid in a manner, and at such time, including without limitation payment and provision of benefitsonly in connection with the occurrence of a permissible payment event contained in Section 409A,that complies with the applicable requirements of Section 409A of the Code, to avoid theunfavorable tax consequences provided therein for non-compliance. For purposes of this Agreement,all rights to payments and benefits hereunder shall be treated as rights to receive a series ofseparate payments and benefits to the fullest extent allowed by Section 409A of the Code. If theExecutive is a key employee (as defined in Section 416(i) of the Code without regard to Paragraph(5) thereof) and any of the Company’s stock is publicly traded on an established securities marketor otherwise, then payment of any amount or provision of any benefit under this Agreement which isconsidered nonqualified deferred compensation subject to Section 409A of the Code shall be deferredfor six (6) months and one (1) day after termination of the Executive’s employment or, if earlier,the Executive’s death, to the extent required by Section 409A of the Code (the “409A deferralperiod”). In the event such payments are otherwise due to be made during the 409A deferral period,the payments which would otherwise have been made in the 409A deferral period shall be accumulatedand paid in a lump sum as soon as the 409A deferral period ends, and the balance of the paymentsshall be made as otherwise scheduled. In the event benefits are required to be deferred, any suchbenefit may be provided during the 409A deferral period at the Executive’s expense, with theExecutive having the right to reimbursement from the Company once the 409A deferral period ends,and the balance of the benefits shall be provided as otherwise scheduled. For purposes of thisAgreement, termination or cessation of employment shall mean a “separation from service” within themeaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive wouldperform after that date (whether as an employee or independent contractor) would permanentlydecrease to no more than 20% of the average level of bona fide services performed over theimmediately preceding 36-month period (or, if lesser, Executive’s period of service).IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by itsduly authorized officers and the Executive has hereunder set his or her hand, as of the date firstabove written.         EMS TECHNOLOGIES, INC.                By: Neil A. Mackay    Title: President and CEO  (Corporate Seal)    Attest:  Assistant Secretary         EXECUTIVE            
 
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