exv10w1






Exhibit 10.1




October 4, 2011



Mr. David F. Melcher

Chief Executive Officer and President

Exelis Inc.

1650 Tysons Blvd., Suite 1700

McLean, VA 22314




Dear Dave:




The purpose of this letter is to set forth the terms and conditions of your employment with Exelis
Inc. (the “Company”), effective as of the Distribution Date, (the Distribution Date has the meaning
set forth in the Distribution Agreement). The Company agrees to employ you as Chief Executive
Officer and President and you agree to discharge faithfully, diligently, and to the best of your
ability, your duties. You will report directly to the Board of Directors of the Company (the
“Board”). Your principal work location will be McLean, VA. You will be an at-will employee at all
times.





	 	1.	 	Compensation and Benefits.






	 	a.	 	Annual Base Salary. Your beginning annual base salary will be
$930,000. Your salary will be subject to review by the Compensation and Personnel
Committee of the Board from time to time for consideration of possible increases
based on your performance and other relevant circumstances.
	 
	 	b.	 	Target Annual Incentive. Beginning with performance year 2012,
your annual incentive target will be set at 100% of base salary (“Target Annual
Incentive”). The amount earned by you in respect of your Target Annual Incentive
is discretionary and subject to your individual and Company performance, as
determined by the Compensation and Personnel Committee of the Board.
	 
	 	c.	 	2012 Long-Term Incentive Awards. You are eligible to
participate in the Company’s long-term incentive program with an annual target
long-term incentive compensation opportunity. Your 2012 Long-Term Incentive Award
will be set at $3,800,000, valued using the same





 









 





	 	 	 	methodology used to value 2012 long-term incentive awards to other senior management
of the Company generally. The forms of award will be based on the 2012 Exelis Inc.
long-term incentive award program, subject to review and approval of the
Compensation and Personnel Committee of the Board. Such long-term incentive awards
will be granted under the terms of the 2011 Exelis Inc. Omnibus Incentive Plan (or a
successor plan).
	 
	 	d.	 	Founders’ Grant. Your Founder’s Grant will be granted shortly
following the spin-off of the Company from ITT Corporation and will have a
value of $5,700,000, such value determined by the Compensation and Personnel
Committee of the Board using the same methodology used to value founders’ grants to
other senior management of the Company generally. One half of the Founder’s Grant
award will be granted in the form of nonqualified stock options, with a per-share
exercise price equal to the fair market value of a share of the Company’s stock on
the date of grant and a ten-year term. The stock options will vest in equal annual
installments on the first, second and third anniversaries of the grant date subject
to your continued employment through each such vesting date. Should your
employment be terminated by the Company other than for Cause (as defined below)
before your stock options vest in full, they will continue to vest for the period
during which you are receiving Severance Pay (as defined below), notwithstanding
any provision of the applicable award agreement to the contrary. The remaining
half of the Founder’s Grant award will be granted in the form of restricted stock
units, which will cliff vest on the third anniversary of the grant date, subject to
your continued employment through such vesting date. Upon vesting, these units
will be settled immediately in shares of common stock of the Company, subject to
satisfaction of all taxes due. Should your employment be terminated by the Company
other than for Cause before such units vest, a prorated portion of such units will
vest and be settled immediately upon your termination date, with your termination
date considered to be the Scheduled Termination Date (as defined below), it being
understood that in determining the prorated portion of such units that will vest,
you shall be deemed to have continued your employment until the last day of the
Severance Pay Period (as defined below), notwithstanding any provision of the
applicable award agreement to the contrary. The Founder’s Grant equity award will
be granted under the terms of the 2011 Exelis Inc. Omnibus Incentive Plan.
	 
	 	e.	 	Benefits. You and your eligible dependants will be eligible to
participate in the benefit programs and plans of the Company and its subsidiaries
for which you are now eligible or for which you may become eligible in accordance
with their provisions during the term of this agreement as in effect from time to
time. Nothing in this letter





2









 





	 	 	 	agreement shall limit the Company’s ability to change, modify, cancel or amend any
such policies or plans.
	 
	 	f.	 	Vacation. You are entitled to 5 weeks of paid vacation
annually.






	 	2.	 	Termination of Employment.






	 	a.	 	Termination of Employment for Cause. You will not be eligible
for Severance Pay if your employment is terminated by the Company for Cause or if
you voluntarily terminate your employment for any reason (including as a result of
your retirement after reaching the Normal Retirement Date (as defined below) or
failing to return from an approved leave of absence, including a medical leave of
absence).






	 	i.	 	“Cause” shall mean action by you involving
willful malfeasance or gross negligence or your failure to act involving
material nonfeasance that would tend to have a materially adverse effect
on the Company. No act or omission on your part shall be considered
“willful” unless it is done or committed in bad faith or without
reasonable belief that the action or omission was in the best interests
of the Company.
	 
	 	ii.	 	“Normal Retirement Date” shall mean the
first day of the month which coincides with or follows your 65th
birthday.






	 	b.	 	Severance Pay Upon Termination of Employment Not for Cause. If
the Company terminates your employment other than for Cause and other than as a
result of your death or disability, in any case prior to your Normal Retirement
Date, you shall be provided severance pay in an amount equal to two (2) times the
sum of (x) the annual base salary in effect on the effective date of the
termination of your employment (the “Scheduled Termination Date”), and (y) your
Target Annual Incentive as of your Scheduled Termination Date (the “Severance
Pay”).






	 	i.	 	Terms and Conditions Applicable to Severance Pay.
Severance Pay shall be paid in the form of periodic payments over a
period of 24 months after the Scheduled Termination Date according to the
regular payroll schedule (the “Severance Pay Period”).






	 	1.	 	Severance Pay will, subject to your
obligation to timely execute and deliver to the Company and not
revoke the Release (as defined herein), commence on the first
business day after the 60th day following the Scheduled Termination
Date, with any installments of Severance Pay that would otherwise
have been paid during the first 60 days after the Scheduled
Termination Date delayed and





3









 





	 	 	 	paid in a lump sum on such 60th day after the Scheduled Termination
Date.
	 
	 	2.	 	In the event of your death during the
Severance Pay Period, the amount of Severance Pay remaining shall
be paid in a discounted lump sum to your spouse or to such other
beneficiary or beneficiaries designated by you in writing, or, if
you are not married and failing such designation, to your estate.
	 
	 	3.	 	During the Severance Pay Period you
must continue to be available to render to the Company reasonable
assistance, consistent with the level of your prior position with
the Company, at times and locations that are mutually acceptable.
In requesting such services, the Company will take into account any
other commitments which you may have. After the Scheduled
Termination Date and normal wind-up of your former duties pursuant
to the prior two sentences, you will not be required to perform any
regular services for the Company.
	 
	 	4.	 	Severance Pay will cease if you are
rehired by the Company.






	 	ii.	 	Benefits During Severance Pay. During the
Severance Pay Period, except as provided herein, you will continue to be
eligible for participation in Company employee benefit plans in
accordance with the provisions of such plans as in effect from time to
time. You will not be eligible to participate in any Company tax
qualified retirement plans, non-qualified excess or supplemental benefit
plans, short-term or long-term disability plans, the Company business
travel accident plan or any new employee benefit plan or any improvement
to any existing employee benefit plan adopted by the Company after the
Scheduled Termination Date.
	 
	 	iii.	 	Excluded Executive Compensation Plans, Programs,
Arrangements, and Perquisites. During the Severance Pay Period, you will
not be eligible to accrue any vacation or participate in or receive
awards under any (i) bonus program, (ii) special termination programs,
(iii) tax or financial advisory services, (iv) stock option or stock
related plans for executives (provided that you will be eligible to
exercise any outstanding stock options in accordance with the terms of
any applicable stock option plan), (v) new or revised executive
compensation programs that may be introduced after the Scheduled
Termination Date or (vi) other executive compensation program, plan,
arrangement, practice, policy or perquisites (except as





4









 





	 	 	 	provided otherwise in clause (v) above), unless specifically authorized by
the Company in writing.






	 	c.	 	Disqualifying Conduct. If during the Severance Pay Period, you (i)
engage in any activity which is inimical to the best interests of the Company; (ii)
disparage the Company, its business, employees or directors; (iii) fail to comply
with any Company Covenant Against Disclosure and Assignment of Rights to
Intellectual Property; (iv) without the Company’s prior written consent, induce any
employee of the Company to leave his or her Company employment; (v) without the
Company’s prior written consent, engage in, become affiliated with, or become
employed by any business competitive with the Company; or (vi) fail to comply with
applicable provisions of the Company’s Code of Conduct or applicable Company
Corporate Policies or any applicable Company Subsidiary Code or policies, then the
Company will have no further obligation to provide Severance Pay.
	 
	 	d.	 	Release. The Company shall not be required to pay or continue any
installments of Severance Pay or provide any termination benefits in accordance
with this agreement unless you execute and deliver to the Company within 52 days
following the Scheduled Termination Date a release, in a form provided by the
Company, pursuant to which you discharge and release the Company, its affiliates,
and their respective directors, officers, employees and employee benefit plans from
all claims (other than for benefits to which you are entitled under any Company
employee benefit plans) arising out of your employment or termination of employment
(the “Release”), and such Release is not revoked by you within the seven-day
statutory revocation period. You will also be required to resign your officership
and any directorship upon your last day of active service with the Company.
	 
	 	e.	 	Treatment of Severance Pay and Other Compensation. Any Severance Pay
or other compensation, including but not limited to any equity awards provided to
you under this agreement, shall be treated in a manner consistent with the
provisions of Section 409A of the Code. Coordination of Severance Pay with any pay
or benefits provided by any applicable Company short-term or long-term disability
plan shall be in accordance with the provisions of those plans.
	 
	 	f.	 	Miscellaneous. Except as provided in this agreement, you shall not be
entitled to any notice of termination or pay in lieu thereof.






	 	i.	 	In cases where Severance Pay is provided under this
agreement, pay in lieu of any unused current year vacation entitlement
will be paid to you in a lump sum.
	 
	 	ii.	 	Benefits under this agreement are paid for entirely
by the Company from its general assets.




5









 






	 	iii.	 	Any outstanding long-term incentive awards will be
treated in accordance with the applicable plans and award agreements.






	 	3.	 	Termination due to an Acceleration Event. If your employment is terminated due
to a severance-qualifying termination under the terms of the Special Senior Executive
Severance Pay Plan attached to this letter as Exhibit A, you will be entitled to receive
the severance benefits provided under the terms of the Special Senior Executive Severance
Pay Plan to the extent set forth in Section 10 of such plan.
	 
	 	4.	 	Compliance with Section 409A of the Code. This agreement is intended to comply
with Section 409A of the Code and will be interpreted in a manner intended to comply with
Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) any
payments that qualify for the “short-term deferral” exception or another exception under
Section 409A of the Code shall be paid under the applicable exception, (ii) to the extent
necessary in order to prevent any accelerated or additional tax under Section 409A of the
Code, all payments made and benefits provided upon your termination of employment shall
only be made and provided upon a “separation from service” within the meaning of Section
409A of the Code, (iii) if at the time of your termination of employment with the Company
you are a “specified employee” as defined in Section 409A of the Code and the deferral of
the commencement of any payments or benefits otherwise payable hereunder as a result of
such termination of employment is necessary in order to prevent any accelerated or
additional tax under Section 409A of the Code, then the Company will defer the commencement
of the payment of any such payments or benefits hereunder (without any reduction in such
payments or benefits ultimately paid or provided to you) until the date that is six months
following your termination of employment with the Company (or the earliest date as is
permitted under Section 409A of the Code without any accelerated or additional tax under
Section 409A of the Code), at which point all payments deferred pursuant to such six-month
delay shall be paid to you in a lump sum, and (iv) if any other payments of money or other
benefits due hereunder could cause the application of an accelerated or additional tax
under Section 409A of the Code, such payments or other benefits shall be deferred if
deferral would avoid such accelerated or additional tax under Section 409A of the Code, or
otherwise such payment or other benefits shall be restructured, to the extent possible, in
a manner, determined by the Company, that does not cause such an accelerated or additional
tax. To the extent any reimbursements or in-kind benefits due under this Plan constitute
“deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind
benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).
Each payment made under this Plan shall be designated as a “separate payment” within the
meaning of Section 409A of the Code. The Company shall consult with you in good faith
regarding the implementation of the provisions of this




6









 






	 	 	 	section; provided that neither the Company nor any of its employees or representatives shall
have any liability to you with respect thereto.
	 
	 	5.	 	Miscellaneous. 






	 	a.	 	Notices. Notices given pursuant to this letter agreement shall
be in writing and shall be deemed received when personally delivered, or on the
date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy,
(iii) registered or certified mail, return receipt requested, postage paid, or (iv)
such other method of deliver as provides a written confirmation of delivery.
Notice to the Company shall be directed to:




SVP, Chief Human Resources Officer

Exelis Inc.

1650 Tysons Blvd., Suite 1700

McLean, VA 22102




	 	 	 	Notices to or with respect to you will be directed to you, or in the event of your
death, your executors, personal representatives or distributes, at your home address
as set forth in the records of the Company.






	 	b.	 	Assignment of this Letter Agreement. This letter agreement is
personal to you and shall not be assignable by you without the prior written
consent of the Company. This letter agreement shall inure to the benefit of and be
binding upon the Company and its respective successors and assigns. The Company
may assign this letter agreement, without your consent, to any successor (whether
directly or indirectly, by agreement, purchase, merger, consolidation, operation of
law or otherwise) to all, substantially all or a substantial portion of the
business and/or assets of the Company, as applicable. If and to the extent that
this letter agreement is so assigned, the “Company” as used throughout this letter
agreement shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid. In the event of your death, all amounts and
benefits then payable or otherwise due to you will be paid or provided to your
estate except to the extent you have appointed a beneficiary in writing pursuant to
the terms of any particular plan, policy or arrangement.




7









 












	 	c.	 	Merger of Terms. Except as expressly provided herein, this
letter agreement supersedes all prior discussions and agreements between you and
the Company with respect to the subject matters covered herein.





	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Linda S. Sanford
 	 
	 	Linda S. Sanford, Chair 	 
	 	ITT Compensation & Personnel
Committee 	 
	 



Accepted:




	 	 	 

	/s/ David F. Melcher
	 	October 14, 2011
	David F. Melcher

	 	Date
	Chief Executive Officer and President
	 	 
	Exelis Inc.
	 	 







8