Exhibit 10.22**EMS TECHNOLOGIES, INC.****Supplemental Retirement Income Agreement****with****Don T. Scartz**          THIS SUPPLEMENTAL RETIREMENT INCOME AGREEMENT made and entered into as of this 16th day ofNovember, 2007, by and between EMS Technologies, Inc., a Georgia corporation (“EMS” or the“Company”), and Don T. Scartz (the “Employee”).          WHEREAS, Employee is a long-term senior management employee of EMS, whose compensation hasfrom time to time exceeded the amounts with respect to which the Company could, under applicableInternal Revenue Service rules, set aside amounts for Employee’s retirement through its qualifiedRetirement Program; and          WHEREAS, the Company wishes to provide additional amounts for Employee’s retirement, to bepaid to him as provided below; and          WHEREAS, the Company and Employee desire to enter into this Supplemental Retirement IncomeAgreement (the “Agreement”) to evidence the Company’s obligations to make such future payments toEmployee.          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinset forth, the parties hereto agree as follows:ARTICLE IBENEFITS          1.1 Supplemental Retirement Income Account. (a) By not later than December 31, 2007,the Company shall establish, and shall thereafter maintain, a supplemental retirement incomeaccount (“Account”) in the Employee’s name on its records. Effective December 31, 2007, theAccount shall be credited with the amount of $100,000. The Company shall thereafter credit to theAccount interest at the rate per annum published from time to time by SunTrust Bank, Atlanta,Georgia as its prime rate for commercial customers, compounded quarterly, on the daily balance inthe Account. The balance of the account at any time, after crediting with interest and subtractingpayments as provided herein, is referred to herein as the “Account Balance.” The Employee’sinterest in the Account Balance shall at all times be 100% vested and nonforfeitable.          (b) Subject to Section 1.3, the Company shall pay the Employee his Account Balance in paymentsof $35,000 each (or the remaining Account Balance if less) commencing on January 10, 2009 and oneach anniversary of such date, until his Account Balance has been paid in full.
 

 
          (c) Notwithstanding paragraph (b) above, in the event of a Change in Control of the Company,as defined in the Employee’s Officer’s Protection Agreement with the Company, then the Employeeshall be entitled to receive a lump sum payment of his Account Balance within ten (10) days of thedate of the Change in Control.          1.2 Death Benefit. If Employee dies prior to the full payment of his Account Balance,his Account Balance shall thereafter be paid, on the schedule specified in paragraph (b) (or inthe event a Change in Control has occurred, paragraph (c)), to such person(s) as Employee shalldesignate by written instrument in the form of Schedule “A” attached hereto. Employee shall havethe right to change the designated recipient(s) of this payment by delivering to the Company priorto his death an amended and updated designation in the form of Schedule “A.” In the event Employeeshall fail to designate a recipient prior to his death in the manner described above, or if allsuch designations previously received by the Company have been revoked by Employee under a writtenrevocation delivered to the Company prior to Employee’s death, the payment shall be made toEmployee’s surviving spouse, or if Employee dies without a spouse surviving him, then to the dulyqualified executor or administrator of Employee’s estate. Any person other than Employee who is toreceive or who receives benefits under this Agreement is herein referred to as a “designatedrecipient(s).”          1.3 Conformance with Section 409A.          The Company shall have the authority to delay the commencement of all or a part of thepayments to Employee under this Agreement if Employee is a “key employee” of the Company (asdetermined by the Company in accordance with procedures established by the Company that areconsistent with Section 409A) to a date which is six months after the date of separation fromservice (and on such date the payments that would otherwise have been made during such six-monthperiod shall be made) to the extent (but only to the extent) such delay is required under theprovisions of Section 409A to avoid imposition of additional income and other taxes, provided thatthe Company and Employee agree to take into account any transitional rules and exemption rulesavailable under Section 409A.          This Agreement shall be operated in accordance with the requirements of Section 409A of theInternal Revenue Code of 1986, as amended. Any action that may be taken (and, to the extentpossible, any action actually taken) by the Administrator or the Company shall not be taken (orshall be void and without effect), if such action violates the requirements of such Section 409A.Any provision in this Agreement that is determined to violate the requirements of such Section 409Ashall be void and without effect. In addition, any provision that is required to appear in thisAgreement in accordance with such Section 409A that is not expressly set forth shall be deemed tobe set forth herein, and the Agreement shall be administered in all respects as if such provisionwere expressly set forth.ARTICLE IIUNFUNDED OBLIGATIONS          The Company’s obligations under this Agreement shall be unfunded and unsecured promises to paythe benefits provided for hereunder. The Company shall not be obligated to set aside the AccountBalance in a “rabbi trust,” nor shall it establish any other trust
 

 
or payment mechanism that would result in taxable income to the Employee prior to the actualpayment to him or his designated recipient.          The rights of Employee, any designated recipient of Employee or any other person claimingthrough Employee under this Agreement, shall be solely those of an unsecured general creditor ofthe Company. Employee, any designated recipient of Employee or any other person claiming throughEmployee, shall only have the right to receive from the Company those payments that are specifiedunder this Agreement. Employee agrees that he, his designated recipient(s) or any other personclaiming through him shall have no rights or interests whatsoever in any asset of the Company.ARTICLE IIIINDEPENDENCE OF BENEFITS          The benefits payable under this Agreement shall be independent of, and in addition to, anyother benefits or compensation payable by the Company to Employee, whether as salary, bonus orotherwise. This Agreement does not involve a reduction in salary or a foregoing of an increase infuture salary by Employee and does not in any way affect or reduce the existing and futurecompensation and other benefits of Employee.ARTICLE IVEMPLOYMENT RIGHTS          This Agreement shall not be deemed to constitute a contract of employment between the Companyand Employee and shall not create any rights in Employee to continue in the Company’s employ forany specific period of time or any other rights in Employee or obligations on the part of theCompany, except as are expressly set forth herein. No provision of this Agreement shall restrictthe right of the Company to discharge Employee, with or without cause, or restrict the right ofEmployee to terminate his employment with the Company.ARTICLE VNONALIENATION OF BENEFITS          No right or benefit under this Agreement shall be subject to anticipation, alienation, sale,assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in anymanner be liable for or subject to the debts, contracts, liabilities or torts of Employee or hisdesignated recipient(s). If Employee or any such recipient shall become bankrupt or attempt toanticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit hereunder, thensuch right or benefit shall, in the discretion of the Board of Directors of the Company, cease andterminate, and in such event, the Company may hold or apply same or any part thereof for thebenefit of Employee or his designated recipient(s), his spouse, children or other dependents, orany of them, in such manner and in such proportion as the Board of Directors of the Company maydeem proper under the then existing circumstances.
 

 
ARTICLE VIAGREEMENT BINDING ON SUCCESSORS          This Agreement is solely between the Company and Employee, and Employee and his designatedrecipient(s) shall have recourse only against the Company and its successors and assigns forenforcement hereof. This Agreement will be binding upon Employee’s designated recipient(s), heirsand personal representatives and upon the successors and assigns of the Company.ARTICLE VIIADMINISTRATOR AND CLAIMS PROCEDURE          7.1 Administrator. The Administrator under this Agreement is the Company. Thebusiness address and telephone number of the Administrator under this Agreement are: EMSTechnologies, Inc., ATTN: General Counsel, telephone number: 770-263-9200.          7.2 Claims Procedure. Benefits shall be paid in accordance with the provisions ofthis Agreement. The Administrator shall make all determinations as to the right of Employee or anyother person to a benefit under this Agreement, and any requests for such a benefit must be made inwriting mailed or delivered to the Administrator. If such a request is wholly or partially denied,notice of the decision shall be mailed to the claiming person no later than 60 days after thereceipt of the request by the Administrator. The claim review procedure is available upon writtenrequest by the claimant to the Administrator within 30 days after receipt by the claimant ofwritten notice of the denial of the claim and includes the right to examine pertinent documents andsubmit issues and comments in writing to the Administrator. The decision on review will be inwriting and will be made within 60 days after receipt of the request for review, unlesscircumstances warrant an extension of time not to exceed an additional 60 days. The Administratorshall have the exclusive discretionary authority to make all determinations relating to theEmployee’s rights to benefits hereunder, but such authority shall not affect or reduce Employee’sright to receive such benefits or to enforce such rights by judicial action in a court ofappropriate jurisdiction.ARTICLE VIIIGENERAL PROVISIONS          8.1 Any and all notices or any other communication provided for herein shall be given inwriting personally or by registered or certified mail, postage prepaid, which shall be addressed inthe case of the Company to the Administrator at the address specified in Section 7.1 hereof, and inthe case of Employee or his designated recipient(s), to the business or residence address of suchperson last known to the Company (if mailed, the second business day after the date of mailingshall constitute the date such notice or other communication is given).          8.2 This Agreement contains the entire agreement between the parties hereto relating to thematters provided herein, and no agreement not expressly contained herein shall be of any force oreffect. This Agreement shall not be modified or amended in any manner
 

 
except by an instrument in writing executed by the parties. This Agreement shall be governed,construed and enforced in accordance with applicable Federal law and, where such law is notapplicable, by Georgia law. Its provisions are severable, and the validity of one or more of theprovisions herein shall not have any effect upon the validity or enforceability of any otherprovision.          8.3 For purposes of this Agreement, Employee shall be considered as being employed by theCompany if he is employed by any corporation controlled by the Company (such as a subsidiary or asubsidiary of a subsidiary) or a corporation which is a successor of the Company.          8.4 If all or any part of any payment to Employee (or his beneficiaries) becomes liable forthe payment of any income, estate, inheritance or other tax which the Company shall be required topay or withhold, the Company shall have the full power and authority to withhold and pay such taxout of any amounts due hereunder.          IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Agreement to beduly executed the day and year first above written.               EMS TECHNOLOGIES, INC.             Attest:                     /s/ William S. Jacobs   By: /s/ Paul B. Domorski           Secretary