EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

        AGREEMENT between Tracor, Inc., a Delaware corporation (the
"Corporation" or "Employer"), and ___________________ (the "Executive" or
"Employee"), dated this 22nd day of November, 1996.


                             W I T N E S S E T H :


WHEREAS,        Employee is currently employed by this Corporation;  and

WHEREAS,        the Corporation wishes to continue to attract and retain
                well-qualified executive key personnel who are an integral part
                of the management of the Corporation, such as the Executive,
                and to assure both itself of continuity of management and the
                Executive of continued employment,

NOW, THEREFORE, it is hereby agreed as follows:

1.      DEFINITIONS.

        (a)     "DISABILITY" means Employee's inability, because of his/her
                injury, illness, or other incapacity (physical or mental), to
                perform the services for Employer contemplated hereby for 120
                days out of any period of 150 days.  Such disability shall be
                deemed to have occurred on the 150th day of a given period.

        (b)     "TERMINATION DATE" means the date of receipt of a Notice of
                Termination or any later date specified therein, as the case
                may be.

        (c)     "AFFILIATED COMPANIES" means any company controlling,
                controlled by, or under common control with the Corporation.

2.      EMPLOYMENT PERIOD.  The Corporation hereby agrees to continue the
        Executive in its employ, and the Executive hereby agrees to remain in
        the employ of the Corporation, for the period commencing on the date
        hereof and ending on the earlier to occur of (i) December 31, 1999, or
        (ii) the first day of January following the year in which the Executive
        reaches age 65.  This Agreement shall automatically renew for
        additional three-year periods effective December 31 of each year,
        beginning December 31, 1997, unless otherwise determined by the Board
        of Directors, such determination to be evidenced by the transmittal of
        written notice to the Executive of the decision of the Board of
        Directors to not allow automatic renewal as herein provided which must
        notice

        be received by the Executive no later than 60 days prior to such date.
        In no event, however, shall this Agreement, as so renewed, extend
        beyond the year in which the Executive attains age 65 (the "Employment
        Period").

3.       POSITION AND DUTIES.

        (a)     During the Employment Period, the Executive's duties and
                responsibilities (outlined in Exhibit A to this Agreement),
                shall be commensurate in all material respects with those held,
                exercised, and assigned at any time during the 90-day period
                immediately preceding the date hereof excluding, however, any
                changes in the number of personnel reporting thereto or any
                other changes in Executive's organization which are reasonably
                mandated, in each case, by then current business conditions.

                Such duties and responsibilities shall be regarded as not
                commensurate unless (x) Section 11.(c) of this Agreement shall
                have been complied with and (y) the Executive's duties and
                responsibilities with any successor to the Corporation are at
                least commensurate in all material respects with those held by
                the Executive with the Corporation at any time during the
                90-day period immediately preceding the date hereof, as
                contemplated in the immediately preceding paragraph of this
                Section 3.(a).

        (b)     Excluding periods of vacation and sick leave to which the
                Executive is entitled, the Executive agrees to devote
                essentially all his/her business attention and time during
                normal business hours to the business and affairs of the
                Corporation and, to the extent necessary to discharge the
                responsibilities assigned to the Executive hereunder, to use
                Employee's best efforts to perform faithfully and efficiently
                such responsibilities.

4.      COMPENSATION.

        (a)     BASE SALARY.  As of the date hereof, the Executive is
                receiving, and shall receive a base salary equal to
                $_________________ per annum.  During the Employment Period,
                the base salary shall be reviewed at least annually and shall
                be increased at any time, and from time to time (but may not be
                decreased), as shall be merited by the Executive's performance
                hereunder ("Base Salary").  The Base Salary shall not be
                reduced after any such increase.  Any increase in the Base
                Salary shall not serve to limit or reduce any other obligation
                to the Executive under this Agreement.

        (b)     INCENTIVE COMPENSATION.  Provided that Executive shall not then
                be in default hereunder, the Executive shall participate, in
                each calendar year during the Employment Period, in the then
                current incentive plan or program of the Corporation.






        (c)     WELFARE BENEFIT PLANS.  During the Employment Period, the
                Executive and/or the Executive's family, as the case may be,
                shall be eligible for participation in and shall receive all
                benefits under each applicable welfare benefit plan of the
                Corporation including, without limitation, all medical, dental,
                disability, group life, accidental death, and travel accident
                insurance plans and programs of the Corporation and its
                affiliated companies.

        (d)     EXPENSES.  During the Employment Period, the Executive shall be
                entitled to receive prompt reimbursement for all reasonable
                expenses incurred by the Executive in accordance with the
                policies and procedures of the Corporation, as in effect at any
                time during the 90-day period immediately preceding the date
                hereof or, if more favorable to the Executive, as in effect at
                any time hereafter with respect to other key executives.
                Employee will furnish Employer with evidence of having incurred
                all such expenses.

        (e)     VACATION.  During the Employment Period, the Executive shall be
                entitled to paid vacation in accordance with the policies of
                the Corporation as in effect at any time during the 90-day
                period immediately preceding the date hereof or, if more
                favorable to the Executive, as in effect at any time thereafter
                with respect to other key executives.

5.      TERMINATION.

        (a)     DEATH OR DISABILITY.  This Agreement shall terminate
                automatically upon the Executive's death.  The Corporation may
                terminate this Agreement after having established the
                Executive's Disability by giving the Executive written notice
                of its intention to terminate the Executive's employment. In
                such a case, the Executive's employment with the Corporation
                shall terminate effective on the 30th day after receipt of such
                notice (the "Disability Effective Date") provided that, within
                30 days after such receipt, the Executive shall have failed to
                return to full-time performance of the Executive's duties.

        (b)     CAUSE.  The Corporation may terminate the Executive's
                employment for cause.  For purposes of this Agreement, "cause"
                means (i) an act or acts of dishonesty or gross negligence
                taken by the Executive in connection with the performance of
                Executive's duties hereunder, or (ii) material violations by
                the Executive of the Executive's obligations under Section 3.
                of this Agreement, which violations have not either been
                remedied within five days after receipt of notice in regard
                thereto or, if not capable of being remedied in such period,
                substantial efforts towards such end have not, in the
                reasonable opinion of Employer, begun within such period.

        (c)     FAILURE TO PERFORM SATISFACTORILY.  The Executive's employment
                may be





                terminated by the Corporation in the event that the Board
                determines, in its sole discretion, that the Executive has
                unreasonably and repeatedly failed to satisfactorily perform
                his/her duties (as specified in Exhibit A to this Agreement) to
                the detriment of the Corporation.  Such failure shall be
                defined in detail in a preliminary notice to the executive by
                the Corporation, and the preliminary notice will give the
                Executive 30 days in which to demonstrate improved performance
                in the area(s) identified as deficient.  A review of the
                Executive's performance will occur at the end of 30 days and
                the Executive shall receive a written evaluation of noted
                improvements or continued deficiencies.  After the 30-day
                review, the Executive will have an additional 30 days in which
                to improve his/her performance in the identified deficient
                areas.  If at the completion of such additional 30 days the
                Corporation determines that the Executive's performance has not
                improved to the level required hereby, the Executive may, at
                the option of the company, be terminated.

        (d)     GOOD REASON.  The Executive's employment may be terminated by
                the Executive anytime during the Employment Period for good
                reason.  For purposes of this Agreement, "good reason" means:

                (i)      (A.     the assignment to the Executive of any duties
                                 inconsistent in any material respect with the
                                 Executive's duties or responsibilities as
                                 contemplated by Section 3. of this Agreement;
                                 or

                         (B.     any other action by the Corporation which
                                 results in a material diminishment in such
                                 duties or responsibilities, other than an
                                 inadvertent action which is remedied by the
                                 Corporation promptly after receipt of notice
                                 thereof given by the Executive, provided that
                                 the Company shall not be deemed to have
                                 breached this Section due to any reductions of
                                 the number of personnel reporting to
                                 Executive, nor due to any other changes in
                                 Executive's organization, in each case
                                 reasonably mandated by then current business
                                 conditions;

                (ii)     any failure by the Corporation to comply with any of
                         the provisions of this Agreement, other than an
                         insubstantial and inadvertent failure which is
                         remedied by such entity promptly after receipt of
                         notice thereof given by the Executive;

                (iii)    any purported termination of the Executive's
                         employment other than as permitted by this Agreement,
                         it being understood that any such purported
                         termination shall not be effective for any purpose of
                         this Agreement;  or

                (iv)     any failure by the Corporation or a Successor to
                         comply with and satisfy Section 11.(c) of this
                         Agreement.






        (e)     NOTICE OF TERMINATION.  Any termination by the Corporation for
                cause or by the Executive for good reason or by the Corporation
                for failure to perform satisfactorily shall be communicated by
                Notice of Termination to the other party in writing.  For
                purposes of this Agreement, a "Notice of Termination" is a
                written notice which (i) indicates the specific termination
                provision of this Agreement relied upon, (ii) sets forth in
                reasonable detail the facts and circumstances claimed to
                provide a basis for such termination, and (iii) specifies the
                Termination Date (which date shall be not less than 15 days
                after the giving of such notice).

6.      OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

        (a)     DEATH.  If the Executive's employment is terminated by reason
                of the Executive's death, this Agreement shall terminate
                without further obligations to the Executive's legal
                representatives under this Agreement other than those
                obligations accrued hereunder at the date of the Executive's
                death.  Anything in this Agreement to the contrary
                notwithstanding, the Executive's family shall be entitled to
                receive benefits at least equal to those provided by the
                Corporation to surviving families of executives of the
                Corporation under such plans, programs, and policies relating
                to family death benefits, if any, as in effect at any time
                during the 90-day period immediately preceding the date hereof
                or, if more favorable to the Executive and/or the Executive's
                family, as in effect at any time thereafter with respect to
                other key executives and their families.

        (b)     DISABILITY.  If the Executive's employment is terminated by
                reason of the Executive's Disability, the Executive shall be
                entitled after the Disability Effective Date to receive
                disability and other benefits at least equal to those provided
                by the Corporation to disabled employees and/or their families
                in accordance with such plans, programs, and policies relating
                to disability, if any, as in effect during the 90-day period
                immediately preceding the date hereof or, if more favorable to
                the Executive and/or the Executive's family, as in effect at
                any time thereafter with respect to other key executives and
                their families.

        (c)     UNSATISFACTORY PERFORMANCE OR FOR CAUSE.  If the Executive's
                employment shall be terminated for unsatisfactory performance
                or for cause, the Corporation shall pay the executive his/her
                Base Salary through the Date of Termination at the rate in
                effect at the time Notice of Termination is given, and shall
                also reimburse Executive for any amounts due and owing thereto
                pursuant to Section 4.(d) above, plus any accrued and unpaid
                vacation days, at the rate in effect on the Date of
                Termination, and thereafter shall have no further obligations
                to the Executive under this Agreement.

       (d)     GOOD REASON;  OTHER THAN FOR CAUSE OR DISABILITY.  If, during the





                Employment Period, the Corporation shall terminate the
                Executive's employment for other than cause or disability, or
                the employment of the Executive shall be Terminated by the
                Executive for good reason,

                (i)      the Corporation shall pay to the Executive, in a lump
                         sum in cash within 30 days after the Date of
                         Termination Date, the following amounts:

                         (A.     if not theretofore paid, the Executive's Base
                                 Salary through the Date of Termination, and
                                 any accrued and unpaid vacation days, at the
                                 rate in effect on the Date of Termination or,
                                 if higher, at the highest rate in effect at
                                 any time preceding the Termination Date;  and

                         (B.     the Executive's pro rata portion of any Bonus
                                 (as defined below) payable to him/her for the
                                 fiscal year in which such termination occurs;
                                 and

                (ii)     the Corporation shall pay to the Executive an amount
                         equal to two times the Base Salary of the executive in
                         effect at the time Notice of Termination was given or,
                         if higher, at the highest rate in effect at any time
                         within the 90-day period preceding the Effective Date,
                         plus an amount equal to two times any Bonus payable to
                         him/her, such amount being payable to the Executive in
                         24 equal installments, beginning on the first day of
                         the month following such Termination;  and

                (iii)    in respect of any then outstanding awards to the
                         Executive under the Stock Plan for Employees of
                         Tracor, Inc. and Subsidiaries (the "Plan") or any
                         successor or supplement thereto, to the extent
                         permitted by law (any contrary provisions of the plan
                         or any then outstanding options, rights, or grants
                         thereunder notwithstanding), effective upon the date
                         of the Notice of Termination, all stock options or
                         rights of Executive shall become immediately
                         exercisable in full, and for 90 days thereafter;  and
                         all restrictions shall lapse or terminate with respect
                         to restricted shares or units and the employee shall
                         be deemed vested therein;  and

                (iv)     the Corporation shall, promptly upon submission by the
                         Executive of supporting documentation, pay or
                         reimburse to the Executive any costs and expenses
                         (including moving and relocation expenses) paid or
                         incurred by the Executive which would have been
                         payable under Section 4.(d) if the Executive's
                         employment had not terminated;  and

                (v)      the Executive shall be eligible to continue as a
                         participant in the Company's medical benefit plan for
                         24 months thereafter, under the same terms and
                         conditions as existed prior to such Termination.






        If such termination should occur prior to December 1 of any year, the
        amount of bonus payable pursuant to the provisions of subsections
        (d)(i)B. and (d)(ii) shall be calculated based upon the average bonus
        actually earned by the executive during the two calendar years
        immediately preceding the year of Executive's Termination or, if such
        termination should occur thereafter, such bonus shall be based upon the
        average bonus actually earned by the Executive for the year in which
        such Termination occurs, and the bonus earned in the immediately
        preceding year ("Bonus").

        Any provisions in such Sections to the contrary notwithstanding, the
        monthly payments provided for in Section 6.(d)(ii) and the Executive's
        participation in the Company's medical benefit plan provided for in
        Section 6.(d)(v) shall cease on January 1 of the year following the
        year in which the Executive attains age 65, or on the date of his/her
        death, whichever first occurs.

7.      NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent or
        limit the Executive's continuing or future participation in any
        benefit, bonus, incentive, or other plan or program provided by the
        Corporation or any of its affiliated companies and for which the
        Executive may qualify nor, except to the extent specifically provided
        herein, shall anything herein limit or otherwise affect such rights as
        the Executive may have under any stock option or other agreements with
        the Corporation or any of its affiliated companies.  Amounts which are
        vested benefits or which the Executive is otherwise entitled to receive
        under any plan or program of the Corporation or any of its affiliated
        companies at or subsequent to the Date of Termination shall be payable
        in accordance with such plan or program.

8.      FULL SETTLEMENT.  The Corporation's obligation to make the payments
        provided for in this Agreement and otherwise to perform its obligations
        hereunder shall not be affected by any circumstances including, without
        limitation, any unliquidated set off, counterclaim, or recoupment, or
        any defense or other right which the Corporation may have against
        Executive or others.  The payment by the Corporation of the amount set
        forth in Section 6. above shall constitute payment in full of all of
        Corporation's liabilities to Executive resulting from the Termination
        of Executive's employment with the Corporation.  In no event shall the
        Executive be obligated to seek other employment by way of mitigation of
        the amounts payable to the Executive under any of the provisions of
        this Agreement.

9.      NON-COMPETITION.  During the Employment Period and for a period of six
        months thereafter, Employee agrees not to, directly or indirectly,
        engage in any business, whether as an owner, officer, agent,
        contractor, or employee, which would unfairly benefit from the
        confidential information or trade secrets which Employee learned during
        the course of his/her employment with Employer (which Employee
        acknowledges are the sole property of Employer), and Employee agrees
        not to use or disclose such information or trade secrets to third
        parties except as contemplated hereby.





        Employee also agrees that he/she will not now or in the future disrupt,
        damage, interfere with, or otherwise impair Employer's business whether
        by way of interfering with or raiding its employees, or disrupting its
        relationship with customers, agents, representatives, or vendors.

10.     CONFIDENTIALITY.  Employer and Employee agree not to divulge the terms
        of this Agreement to anyone except that (i) Employer may divulge the
        terms of this Agreement to officers and personnel of Employer, may
        disclose the existence and contents of this Agreement, to the extent
        required by state and federal law, including, but not limited to, the
        federal securities laws, and may disclose the existence and contents of
        this Agreement to Employer's parent corporations, government auditors,
        or contractors of Employer who have a need to know in order to perform
        their duties or obtain appropriate approvals, and (ii) Employee may
        divulge the terms of this Agreement to his/her attorney or his/her
        immediate family (spouse, children, brothers, sisters, parents).  To
        the extent that Employer or Employee is permitted to disclose the terms
        of this Agreement, they will each advise anyone to whom disclosure is
        permitted that such persons must not divulge the terms of this
        Agreement to any other person or persons.

11.     SUCCESSORS.

        (a)     This Agreement is personal to the Executive and without the
                prior written consent of the Corporation, shall not be
                assignable by the Executive. This Agreement shall inure to the
                benefit of and be enforceable by the Executive's legal
                representatives.

        (b)     This Agreement shall inure to the benefit of and be binding
                upon the Corporation and its successors.

        (c)     In the event of the assignment or transfer by the Corporation
                of substantially all of its business and assets to another
                corporation, the Corporation shall cause such other
                corporation, by an agreement in form and substance satisfactory
                to the Executive, to expressly assume and agree to perform this
                Agreement in the same manner and to the same extent as the
                Corporation would be required to perform if no such assignment
                or transfer had taken place.

12.      MISCELLANEOUS.

        (a)     This Agreement shall be governed by and construed in accordance
                with the laws of the State of Texas without reference to
                principles of conflict of laws.

        (b)     The captions of this Agreement are not part of the provisions
                hereof and shall have no force or effect.

        (c)     This Agreement may not be amended or modified otherwise than
                by a written





                agreement executed by the parties hereto or their respective
                successors and legal representatives.

        (d)     All notices and other communications hereunder shall be in
                writing and shall be given by hand delivery to the other party
                or sent by registered or certified mail, return receipt
                requested, postage prepaid, addressed as follows:


                If to Corporation:                  If to Executive:
                         Legal Department
                         Tracor, Inc.                     ----------------
                         6500 Tracor Lane                 ----------------
                         Austin, Texas 78725              ----------------

                or to such other address as such party shall have furnished to
                the other in writing in accordance herewith.  Notice and
                communications shall be effective when actually received by the
                addressee.

        (e)     The invalidity or enforceability or any provision of this
                Agreement shall not affect the validity or enforceability of
                any other provision of this Agreement.

        (f)     The Corporation may withhold from any amounts payable under
                this Agreement such federal, state, or local taxes as shall be
                required to be withheld pursuant to any applicable law or
                regulation.

        (g)     This Agreement contains the entire understanding of the
                Corporation and the Executive with respect to the subject
                matter hereof, and supersedes any prior or contemporaneous
                agreements between the parties regarding Executive's employment
                with the Corporation.

        IN WITNESS WHEREOF, the Executive has hereunder set his/her hand and,
pursuant to authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf, all as of the
date and year first above written.


EXECUTIVE                                  TRACOR, INC.



                                           By:
----------------------------------            ----------------------------------
                                              James B. Skaggs, President