EX-10.2












Exhibit 10.2




Compensation Arrangements with Certain Executive Officers




     The following table sets forth the 2008 salary for the Company’s current executive officers
identified by name pursuant to Item 11 of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008, and the compensation disclosures in the Company’s Proxy Statement for its
2009 Annual Meeting of Shareholders that is incorporated by reference into such Item 11. The table
also sets forth each such officer’s 2009 incentive compensation target under the Company’s
Executive Annual Incentive Compensation Plan (the “EICP”), as a percentage of salary, and his
actual incentive compensation award for 2008 (whether under the EICP or based on other
considerations).



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2009	 
	 	 	2008	 	 	2009	 	 	Incentive	 
	 	 	Incentive	 	 	Base	 	 	Compensation	 
	 	 	Compensation	 	 	Salary	 	 	Target(1)	 
	Paul B. Domorksi
	 	$	296,202	 	 	$	458,400	 	 	 	80	%
	President and CEO
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Neilson A. Mackay
	 	$	150,000	 	 	$	330,000	 	 	 	55	%
	Executive Vice President and COO
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gary B. Shell
	 	$	89,860	 	 	$	252,000	 	 	 	50	%
	Senior Vice President, Chief Financial Officer and Treasurer
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	David A. Smith
	 	$	144,058	 	 	$	244,100	 	 	 	50	%
	Vice President and General Manager, Defense & Space
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gary M. Hebb (2)
	 	$	114,447	 	 	$	209,200	 	 	 	50	%
	Vice President, Innovation & Strategy
	 	 	 	 	 	 	 	 	 	 	 	 









 




			
	(1).	 	Actual incentive compensation payment under the EICP is determined based on
Company or divisional performance during 2009, primarily with reference to actual
operating income and EPS compared with targets approved by the Compensation
Committee in February 2009. For the CEO, COO, CFO, and VP, Innovation & Strategy,
the determination is weighted 40% based on performance against a corporate operating
income target and 40% based on performance against an EPS target. In each case, the
target is consistent with the Company’s 2009 annual earnings guidance released in
January 2009. The remaining 20% is based on achievement against individual
objectives as set and evaluated by the CEO (the Board in the case of the CEO). In
the cases of corporate officers other than the CEO, awards are subject to reduction
by up to 10% based on the CEO’s evaluation of individual performance. For Mr.
Smith, the determination is weighted 70% based on performance of the Defense & Space
division, 15% based on corporate performance against the operating income target,
and 15% based on performance against individual objectives as specified and
evaluated by the CEO.














 









			
	 	 	In general, divisional performance will be measured against
operating income targets that are believed to require excellent execution of
divisional business plans but are reasonably likely to be achieved.
	 
	 	 	In general, no incentive compensation based on financial targets is paid under the
EICP if actual performance is at 80% or less of targeted performance. Performance
above target would normally result in a 2-for-1 percentage increase in incentive
compensation, except that the maximum payment based on divisional performance is
150% of target. The Committee retains the right to
modify, either up or down, the incentive compensation otherwise payable based on the
factoring process, or to make separate discretionary bonus payments of up to
$100,000 in the aggregate, to take into account individual or Company/division
performance on non-financial or supplemental financial objectives. The Committee
and Board also have the right to make other discretionary awards, outside the EICP,
based on factors they believe to be appropriate in the circumstances.
	 
	(2).	 	Mr. Hebb’s compensation is fixed and paid in Canadian dollars. The 2008
Incentive Compensation amount paid has been converted into US dollars at the average
of the exchange rates in effect during 2008. The 2009 Base Salary amount has been
converted based on the exchange rate at the time the revised salary was approved.






 






Each officer participates in the Company’s Employee Performance Bonus Plan on the same terms
as all other full-time employees. Under this Plan, which was initiated in 2008 and
partially replaces funding previously devoted to the Company’s qualified Retirement Benefit
Plan, each employee receives a cash bonus equal to 4% (3% in 2008) of his or her base
compensation if the Company (for corporate employees) or division (for divisional employees)
achieves operating income targets, with proportional reductions for actual results less than
the target and two-for-one increases for results in excess of the target. For 2008,
payments were made to each corporate employee, including the CEO, COO and CFO, equal to
2.65% of base salary, based on achieving 88% of the $22,642,000 corporate operating income
target. Messrs. Smith and Hebb received payments of 4% and 3.3%, respectively, based on
performance of the Defense & Space and SATCOM divisions, respectively.



Each officer other than Mr. Hebb also participates in the Company’s 401(k) and Retirement
Benefit Plans on the same terms as all other full-time employees, but Company contributions
to the Retirement Benefit Plan for 2008 and later years is substantially below those in
earlier years due to the implementation of the Employee Performance Bonus Plan. Mr. Hebb
participates on the same terms as other employees in the Company’s Canadian retirement
program, which is similar to the 401(k) plan for US employees. The Company does not
currently provide a supplemental retirement plan for its executive officers.