EXHIBIT 10.1**AGREEMENT**          THIS AGREEMENT, effective as of the 2nd day of June, 2006, by and between EMS TECHNOLOGIES,INC., a Georgia corporation (the “Company”), and Paul B. Domorski (”Domorski”)WITNESSETH:          WHEREAS, the Company wishes to assure both itself and its key employees of continuity ofmanagement and objective judgment in the event of any Change in Control (as defined below) of theCompany and to provide certain other benefits, and Domorski is a key employee of the Company and anintegral part of its management; ; and          WHEREAS, the Company and Domorski, in connection with the employment of Domorski as theCompany’s President and Chief Executive Officer, negotiated and agreed upon certain otherprovisions with respect to the consequences of a termination of Domorski’s employment under certaincircumstances.          NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereincontained, the parties hereby agree as follows:          I. TERM OF AGREEMENT.          This Agreement shall be effective immediately upon its execution by the parties hereto, andshall remain in effect during the term of Domorski’s employment with the Company, and thereafter asrequired to enforce Domorski’s right to receive benefits and payments as provided herein. ThisAgreement is not and shall not be deemed to be an employment agreement and in no way guaranteesDomorski the right to continue in the employment of the Company or its affiliates. Domorski’semployment is considered employment at will, subject to Domorski’s right to receive payments andbenefits upon certain terminations of employment as provided herein.          II. DEFINITIONS.          1. Board — The Board of Directors of the Company, or its successor.          2. Cause — The term “Cause” as used herein shall mean: (i) any act that constitutes,on the part of Domorski, (a) fraud, dishonesty, gross negligence, or willful misconduct, and (b)that directly results in material injury to the Company, or (ii) Domorski’s conviction of a felonyor crime involving moral turpitude. A termination of Domorski for “Cause” based on clause (i) ofthe preceding sentence shall take effect 30 days after the Company gives written notice of suchtermination to Domorski specifying the conduct deemed to qualify as Cause, unless Domorski shall,during such 30-day period, remedy the events or circumstances constituting Cause to the reasonablesatisfaction of the Company. A termination
 

 
for Cause based on clause (ii) above shall take effectimmediately upon giving of the termination notice.          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 acting in concert, whether or not any such shareholderor any shareholders included in such group were shareholders of the Company prior tothe Change in Control; or(iii) an election, or series of related elections, of members of the Board ofDirectors shall occur such that a majority of such members following suchelection(s) shall not have been nominated or recommended for election by a majorityof the members of the Board of Directors who were serving immediately prior to suchelection(s); 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.Constructive Termination — The term “Constructive Termination” shall meantermination of employment that is voluntary on the part of Domorski, and, in the judgment ofDomorski, is due to, and which occurs within six months of:(a) a material adverse change, without Domorski’s consent, in Domorski’s duties,responsibilities or title at the Company from those previously in effect, or amaterially adverse alteration in the nature or status of such duties orresponsibilities (other than any such alteration to the extent incidental to thefact that the Company may no longer be a public company);(b) a reduction by the Company of Domorski’s base salary from such salarypreviously in effect;(c) the relocation, without Domorski’s consent, of the Company’s principalexecutive offices to a location outside the Atlanta, Georgia metropolitan area, or
 

 
the Company’s requiring Domorski to be based anywhere other than the Company’sprincipal executive offices, except for required travel on the Company’sbusiness to an extent substantially consistent with Domorski’s position as Presidentand Chief Executive Officer;(d) the failure by the Company, without Domorski’s consent, to pay to Domorski anyportion of Domorski’s then-current compensation (including base salary and annualbonus), or to pay to Domorski any portion of an installment of deferred compensationunder any deferred compensation program of the Company, in each case within sevendays of the date such compensation is due;(e) the failure by the Company to continue in effect any compensation plan in whichDomorski previously participated, which is material to Domorski’s totalcompensation, including but not limited to the Company’s annual bonus plan, stockoption plan, or any similar or substitute plans, unless an equitable arrangement(embodied in an ongoing substitute or alternative plan) has been made with respectto such plan, or the failure by the Company to continue Domorski’s participation insuch plan (or in such substitute or alternative plan) on a basis not materially lessfavorable, both in terms of the amount of benefits provided and the level ofDomorski’s participation relative to other participants, as previously existed,except, in all such cases not involving a Change in Control, to the extent suchfailure is attributable to and consistent with a termination or modification of suchplans as in effect and as applied generally to a group of employees comprising notless than all of the Company’s officers; or(f) the failure by the Company to continue to provide Domorski with benefitssubstantially similar to those enjoyed by Domorski under any of the Company’s lifeinsurance, medical, health and accident or disability plans in which Domorski waspreviously participating, or the taking of any action by the Company which woulddirectly or indirectly materially reduce any of such benefits or would depriveDomorski of any material fringe benefit otherwise previously enjoyed by Domorski,except, in all such cases not involving a Change in Control, to the extent suchfailure or action is attributable to and consistent with a termination ormodification of such plans as in effect and as applied generally to a group ofemployees comprising not less than all of the Company’s officers.A termination shall not be considered a Constructive Termination within the meaning of thisAgreement if such termination is the result of Cause, Disability or death of Domorski. Domorski’scontinued employment shall not constitute consent to, or a waiver of rights with respect to, anyact or failure to act relating to or supporting a Constructive Termination hereunder.          5. Disability — The term “Disability” shall mean Domorski’s inability as a result ofphysical or mental incapacity to substantially perform his duties for the Company on a full-timebasis for a period of six months.
 

 
          6. 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.          7.Involuntary Termination — The term “Involuntary Termination” shall mean terminationof employment that is involuntary on the part of Domorski and that occurs for reasons other thanCause, Disability or death.          8. Present Value — The term “Present Value” shall have the same meaning as provided inSection 280G(d) (4) of the Code.          9. Reasonable Compensation — The term “Reasonable Compensation” shall have the samemeaning as provided in Section 280G(b) (4) of the Code.          10. Severance Payment — The term “Severance Payment” shall have the same meaning asthe term “parachute payment” defined in Section 280G(b) (2) of the Code.          III. BENEFITS UPON TERMINATION.          1. The benefits described in Section 2 below shall, subject to Article IV of this Agreement,be paid or provided to Domorski in the following circumstances:(a) Termination Upon Change in Control — If a Change in Control occursduring the term of this Agreement and Domorski’s employment is terminated within 24months thereafter, and such termination is an Involuntary Termination or aConstructive Termination; or.(b) Other Eligible Terminations — If Domorski’s employment is terminatedat any time during the term of this Agreement and such termination is an InvoluntaryTermination or a Constructive Termination.          2. Benefits to be Provided — If Domorski becomes eligible for benefits under Section 1above, the Company shall pay or provide to Domorski the compensation and benefits set forth in thisSection 2.(a) Salary — Domorski will continue to receive his current salary (subjectto withholding of all applicable taxes and any amounts referred to in Section 2(b)below) for a period of: (i) 36 months from his date of termination in theevent the termination follows a Change in Control occurring withoutthe prior approval of the Board of Directors;  (ii) 24 months from his date of termination in theevent the termination follows a Change in Control occurring with theprior approval of the Board of Directors; and
 

 
 (iii) 12 months from his date of termination inthe event the termination is not associated with a Change in Controlbut is an other eligible termination as specified in paragraph 1(b)above.provided, however, that the salary payments provided forhereunder shall be paid in a single lump sum payment, to be paid not later than 30days after his termination of employment; provided, further, thatthe amount of such lump sum payment shall be determined by taking the salarypayments to be made and discounting them to their Present Value on the dateDomorski’s employment is terminated. For purposes hereof, Domorski’s “currentsalary” shall be the highest rate in effect during the six-month period prior toDomorski’s termination.(b) Health and Life Insurance Coverage — The health and life insurancebenefits coverage (including any executive medical plan or split dollar insuranceplan) provided to Domorski at his date of termination (or within six months prior tosuch date of termination), shall be provided by the Company at its expense at thesame level and in the same manner as if his employment had not terminated (and, ifapplicable, such coverage had not been terminated or modified within six monthsprior to such date of termination), but subject to the customary changes in suchcoverages if Domorski reaches age 65 or has similar changes in personal or familycircumstances, beginning on the date of such termination and ending on the date 12months from the date of such termination (the “Continuation Period”). Anyadditional coverages Domorski had at termination, including dependent coverage, willalso be continued for such period on the same terms, to the extent permitted by theapplicable policies or contracts. Any costs Domorski was paying for such coveragesat the time of termination shall be paid by Domorski by separate check payable tothe Company each month in advance. If the terms of any healthcare plan referred toin this subsection do not permit continued participation by Domorski as required bythis subsection, or if the healthcare benefits to be provided to Domorski and hisdependents pursuant to this subsection cannot be provided in a manner such that thebenefit will be tax-free to them, then the Company shall (A) pay to Domorski monthlyduring the Continuation Period an amount equal to the monthly rate for comparableCOBRA coverage under such healthcare plan for former active employees, minus theamount active employees are then paying for such coverage, , plus an additionalamount as necessary to reimburse Domorski for the additional taxes payable on bothsuch additional compensation and such additional amount at a combined tax rate of45%, and (B) permit Domorski and his dependents to elect to participate in suchhealthcare plan for the Continuation Period upon payment of the applicable rate forCOBRA coverage. The coverages provided for in this subsection shall be appliedagainst and reduce the period for which COBRA coverage would otherwise be providedIf the terms of any other benefit plan referred to in this Section do not permitcontinued participation by Domorski, then the Company will arrange at its expensefor other coverage providing substantially similar benefits.
 

 
(c) Stock Options — As of Domorski’s date of termination, all outstandingstock options granted to Domorski under any stock option plan or program maintainedby the Company shall become 100% vested and immediately exercisable, and shallthereafter remain exercisable until the expiration dates otherwise in effect hadDomorski remained continuously employed by the Company.(d) Effect of Death — In the event of Domorski’s death after he becomesentitled to benefits hereunder, the benefits shall be continued to his spouse forthe remainder of the applicable 36, 24 or 12-month period. If Domorski is notmarried, the benefits shall cease on his date of death.(e) Effect of Retirement Eligibility — The fact that Domorski is eligiblefor early, normal or delayed retirement under a Company retirement plan at the timeof his termination shall not make him ineligible to receive benefits hereunder.          3. Conformance with Section 409A. To the extent applicable, this Agreement shall atall times be operated in accordance with the requirements of Section 409A of the Internal RevenueCode of 1986, as amended, and the regulations and rulings thereunder (“Section 409A”), includingany applicable transition rules. The Company shall have authority to take action, or refrain fromtaking any action, with respect to the payments and benefits under this Agreement that isreasonably necessary to comply with Section 409A. Specifically, the Company shall have theauthority to delay the commencement of payments under Article III to “key employees” of the Companyto the extent such delay is mandated by the provisions of Section 409A; provided that the Companyand Domorski may agree to take into account any transitional rule available under Section 409A.          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 Domorski by the Company underthis Agreement are treated as Excess Severance Payments (whether alone or in conjunction withpayments or benefits outside of this Agreement), the compensation and benefits provided under thisAgreement shall be modified or reduced in the manner provided in Section 2 below to the extentnecessary so that the compensation and benefits payable or to be provided to Domorski under thisAgreement that are treated as Severance Payments, as well as any compensation or benefits providedoutside of this Agreement that are so treated, shall not cause the Company to have paid an ExcessSeverance Payment. In computing such amount, the parties shall take into account all provisions ofCode Section 280G, and the regulations thereunder, including making appropriate adjustments to suchcalculation for amounts established to be Reasonable Compensation. The determinations under thisSection IV.1 with regard to Excess Severance Payments shall be made by an independent accountingfirm selected by the Company and reasonably acceptable to Domorski, which shall provide detailedsupporting 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 Domorski under this Agreement must be modified orreduced to comply with this Article, Domorski shall direct which Severance Payments are to bemodified or reduced; provided, however, that no increase in the amount of any payment shall be madewithout the consent of the Company.          3. Avoidance of Penalty Taxes — This Article shall be interpreted so as to avoid theimposition of excise taxes on Domorski 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. In connection with any Internal Revenue Service examination, audit or otherinquiry, the Company and Domorski agree to take action to provide, and to cooperate in providing,evidence to the Internal Revenue Service that the compensation and benefits provided under thisAgreement do not result in the payment of Excess Severance Payments.          4. Additional Limitation — In addition to the limits otherwise provided in thisArticle, to the extent permitted by law Domorski may in his sole discretion elect to reduce (orchange the timing of) any payments he may be eligible to receive under this Agreement to preventthe imposition of excise taxes on Domorski under Section 4999 of the Code or to otherwise reduce ordelay liability for taxes owed under 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 30092      Attention: General Counsel            If to Domorski, to his last address provided to the Company by Domorski, and if none asotherwise 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 Domorski, his beneficiary or any other person. Notwithstandingthe foregoing, any person or business entity succeeding to substantially all of the business of theCompany by purchase, merger, consolidation, sale of assets or
 

 
otherwise,shall be bound by and shall adopt and assume this Agreement and the Company shall obtain theassumption of this Agreement by such successor. Failure by the Company to obtain such assumptionand agreement prior to the effective date of any such succession shall be a breach of thisAgreement and shall entitle Executive to the same compensation and benefits upon InvoluntaryTermination or Voluntary Termination as if a Change in Control had occurred.          3. No Obligation to Fund — The agreement of the Company (or its successor) to makepayments to Domorski hereunder shall represent solely the unsecured obligation of the Company (andits successor), except to the extent the Company (or its successor) in its sole discretion electsin whole or in part to fund its obligations under this Agreement pursuant to a trust arrangement orotherwise.          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 Domorski for compensation andbenefits 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 Domorski in writing within 20 days following the submission of such claim, and shall set forththe specific reasons for the denial and the specific provisions of this Agreement relied upon. Anyfurther dispute or controversy arising under or in connection with this Agreement shall be settledexclusively by arbitration in Atlanta, Georgia, in accordance with the commercial arbitration rulesof the American Arbitration Association then in effect. The arbitration award shall be final andbinding upon the parties, and judgment upon the award may be entered on the arbitrator’s award inany court having jurisdiction. Any arbitration award in favor of Domorski, in whole or in part,shall include interest, at the rate of 10% per annum, on the amount awarded from the date it wasdue for payment as provided in this Agreement. In the event Domorski incurs legal fees and otherexpenses in seeking to obtain or enforce any rights or benefits provided by this Agreement and issuccessful, in whole or in part, in obtaining or enforcing any such rights or benefits throughsettlement, arbitration or otherwise, the Company shall promptly pay, and any arbitration awardshall include, Domorski’s reasonable legal fees and expenses incurred in enforcing this Agreementand Domorski’s share of the fees of the arbitrator. Except to the extent provided in the precedingsentence, each party shall pay its own legal fees and other expenses associated with any dispute,provided, that the fee for the arbitrator 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 Domorski, or otherwise adversely affect Domorski’s rights, under any otherbenefit plan, program or agreement to which Domorski is a party.
 

 
          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by itsduly authorized officers and Domorski has hereunder set his hand, as of the date first abovewritten.         EMS TECHNOLOGIES, INC.             /s/           By: John B. Mowell    Title: Chairman of the Board  (Corporate Seal)       Attest:       /s/ William S. Jacobs      Secretary                    /s/             Paul B. Domorski