EX-10.8






Exhibit 10.8




Page 1 of 10




PROFESSIONAL SERVICES AGREEMENT



WHEREAS, L-3 Communications Corporation and its direct and indirect Subsidiaries (hereinafter “L-3”
or “Buyer”) desire to secure professional services, as identified herein; and



WHEREAS, Robert W. Drewes (hereinafter “Supplier”), desires to perform these professional services:



NOW THEREFORE, in consideration for these premises, the parties agree as follows:





	1.	 	DEFINITIONS AND ATTACHMENTS.






	 	1.1.	 	Any Attachments to this Professional Services Agreement referenced herein are fully
incorporated and form a part of this agreement (hereinafter, “Agreement”).
	 
	 	1.2.	 	“Subsidiary” means a corporation, company, or other entity: (i) at least fifty percent
(50%) of whose outstanding shares or securities (representing the right to vote for the
election of directors or other managing authority); or (ii) which does not have outstanding
            shares or securities, as may be the case in a partnership, joint venture or unincorporated
association, but at least fifty percent (50%) of the ownership interest representing the
right to make the decisions for such operations, company, or other entity is now or
hereinafter, owned or controlled, directly or indirectly, by a party hereto, but such
corporation, company, or other entity shall be deemed to be a Subsidiary only so long as
such ownership or control exists.






	2.	 	SCOPE OF WORK. This Agreement is not a Purchase Order and does not authorize
Supplier to provide any services. Services shall be identified by L-3 in written Statements of
Work (“SOW”). L-3 may issue Purchase Orders to Supplier from time to time during the term of
this Agreement for payment of services set forth in specific SOW executed by both parties
hereto. Supplier’s sole authorization to perform any services for L-3 is receipt of an
executed SOW and a written Purchase Order.
	 
	3.	 	TERM OF AGREEMENT. This Agreement is intended to be a master set of terms and
conditions between L-3 and Supplier. This Agreement shall be effective upon execution hereof,
and shall continue until terminated by either party as provided for herein. Termination or
expiration of a specific SOW shall not affect termination of this Agreement or other SOW then
in effect.
	 
	4.	 	COMPENSATION.






	 	4.1.	 	Supplier shall invoice L-3 at the address specified in the SOW and L-3 shall pay
Supplier at the rate set forth in each SOW referencing this Agreement.
	 
	 	4.2.	 	Payments made under this Agreement shall be at a rate commensurate with the value of
the services described in the applicable SOW. These payments shall not include any amount
which will be used improperly by Supplier to influence the actions of another person on
L-3’s behalf. L-3 shall be responsible for the payment of all taxes based upon the
services and/or materials provided by Supplier except for taxes based upon Supplier’s
income, the income of Supplier’s personnel, agents or subcontractors, or any Federal,
State or local employment taxes assessed to Supplier. All undisputed invoices will be paid
thirty (30) days from the date of receipt unless otherwise agreed upon in writing.






	5.	 	REIMBURSABLE EXPENSES.
	 
	 	 	L-3 shall reimburse Supplier for reasonable expenses incurred for meals, lodging, and travel
(air coach rates), as set forth in Attachment A and for which funding has been previously
authorized in a L-3 Purchase Order. Supplier shall invoice L-3 for actual, substantiated
expenses and L-3 shall pay Supplier net thirty (30) days after receipt of an undisputed invoice.
Such expense of this clause shall not exceed the amount set forth in the applicable SOW or
Purchase Order for the period of this Agreement without the prior written authorization by L-3.
	 
	6.	 	SUPPLIES AND EQUIPMENT. L-3 shall provide to Supplier samples, materials, supplies,
equipment, services, or the like, as deemed necessary by L-3 in order for Supplier to perform
Supplier’s services according to this Agreement. If it is not appropriate or convenient for
L-3 to supply materials to Supplier directly, Supplier may, with the prior written
authorization of L-3, obtain these items from other sources, whereupon L-3 shall reimburse
Supplier. Upon request by L-3, samples, materials, supplies, and equipment provided or paid
for by L-3 shall be returned to L-3 by




 









 


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PROFESSIONAL SERVICES AGREEMENT






	 	 	Supplier within ten (10) working days of one of the following events: (i) termination of the
Agreement or SOW; (ii) completion of work in support of a SOW; or (iii) upon L-3’s request.
Supplier shall reimburse L-3 for any lost or damaged equipment.
	 
	7.	 	COMMUNICATION AND ADMINISTRATION. For and on behalf of L-3, the person designated in
the SOW or applicable Purchase Order shall have cognizance of the services provided pursuant
to this Agreement, and liaison and general administration of the Agreement for L-3 shall be
through the designated person. All invoices, statements, reports, loaned supplies, and
equipment shall be sent directly to this individual. Supplier understands and agrees all
commitments or changes affecting price, quantity, or other terms of the Agreement must be
coordinated with the L-3 buyer designated on the applicable SOW.
	 
	8.	 	RIGHTS IN WORK PRODUCT.






	 	8.1.	 	The work product of Supplier’s services, including results, and all ideas,
developments, and inventions which Supplier conceives or reduces to practice during the
course of its performance under this Agreement (“Deliverable Work”) shall be the exclusive
property of L-3. This information, material, and any such inventions shall be deemed L-3
PROPRIETARY INFORMATION and shall not be disclosed to anyone outside of L-3 or used by
Supplier or others without the prior written consent of L-3. Any article, paper, treatise,
computer program, or report prepared by Supplier pursuant to this Agreement or which
discusses the services performed hereunder, or the results thereof (written data), and
which qualifies as a “work for hire” under the copyright laws of the United States, shall
be the exclusive property of L-3 as “work for hire.” All right, title, and interest,
including any copyright in, and to any written data which does not qualify as a
“work-for-hire,” shall be deemed to have been automatically transferred to L-3 from the
date of inception thereof. Upon L-3’s request, Supplier shall execute any document and
render such other assistance as reasonably necessary to perfect full right, title, and
interest worldwide in the written data, including formal conveyance of copyright. Written
data shall not be published or submitted for publication by Supplier without the prior
written approval of L-3. Further, if any such articles, paper, treatise, computer program,
or report includes work previously copyrighted by Supplier or a third party, Supplier
shall provide L-3 a nonexclusive, worldwide, irrevocable, paid-up license under such
copyrights to reproduce, distribute, and use the works in any manner.
	 
	 	8.2.	 	During the period of this Agreement and thereafter, at any reasonable time when
called upon to do so by L-3, Supplier shall execute patent applications, assignments to
L-3, and other papers, and to render such other assistance that L-3 believes necessary to
secure for L-3 the full protection and ownership of all rights in, and to the work product
of the services performed by Supplier. The filing of patent applications on inventions
made by Supplier shall be decided by L-3 and shall be for such countries as L-3 shall
elect. L-3 shall bear all expense in connection with preparation, filing, and prosecution
of applications for patents, and for all matters provided in this paragraph requiring the
time and/or assistance of Supplier as to inventions.






	9.	 	SAFETY. It is not possible nor is it our intention to delineate every safety
requirement in this section. The Supplier is expected to adhere to all applicable Federal,
State laws and requirements including the Occupational Safety and Health Act (OSHA) and other
pertinent site access security policies, regulations, codes and safety standards of L-3. This
section is not a supplement or substitute to OSHA or L-3’s Safety Standards. Supplier shall
adhere to all L-3 Standard Policies, Procedures and Safety Standards.






	 	9.1	 	The Supplier shall, at L-3’s request, provide any safety records including proof of
safety training, Worker’s Compensation Insurance experience modification rate and other
OSHA total recordable injury rates. The Supplier will report all work related injuries
immediately to the authorized L-3 representative, Facilities Coordinator, and L-3 Health
Center.






	10.	 	WARRANTIES AND INDEMNITY.






	 	10.1.	 	Supplier warrants the services provided to L-3 will be performed in a professional
and competent manner. Furthermore, Supplier warrants that services and Deliverable Work
will conform to the specifications of each SOW.
	 
	 	10.2	 	Supplier warrants that the services and Deliverable Work provided under this
Agreement will be compliant with and comprehend the year 2000 century date change.
Supplier’s obligations under this warranty include,




 









 




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PROFESSIONAL SERVICES AGREEMENT




	 	 	 	but are not limited to, the duty to ensure that the services and Deliverable Work will
not (i) have any operational impediments; (ii) malfunction; (iii) cease to perform; (iv)
generate incorrect or ambiguous data; and/or results, with respect to same-century and
multi-century formulas, functions, data; and/or (v) produce incorrect or ambiguous
results, with respect to same-century and multi-century formulas, functions, date values
and date-data interfaces. L-3 reserves all remedies for any breach of this warranty by
Supplier.
	 
	 	10.3.	 	Supplier shall indemnify and hold harmless L-3, its employees and agents, from and
against any claims, demands, loss, damage, or expense relating to bodily injury or death
of any person, or damage to real and/or tangible personal property incurred while Supplier
is performing services, and to the extent proximately caused by the negligent or willful
acts or omissions of Supplier, its personnel, agents, or subcontractors in the performance
of services hereunder.
	 
	 	10.4.	 	Supplier hereby represents that it has, or will have, prior to commencement of work
by any individual, valid and sufficient arrangements or agreements with its employees
and/or third parties, such that (i) the ownership of any and all inventions made by an
employee and/or third party vests in Supplier; and (ii) they agree to be bound by the
confidentiality requirements in this Agreement and subsequent nondisclosure agreement(s)
executed by the parties. Further, Supplier warrants that it will not deliver to L-3
Deliverable Work which would infringe any duly issued patent or copyright or any trade
secret or other intellectual property rights or other proprietary rights of a third party.
	 
	 	10.5	 	Supplier shall defend, at its expense, any action brought against L-3 to the
extent that it is based on a claim that Deliverable Work performed under this Agreement,
provided by Supplier and its personnel or agents or subcontractors, constitutes an
infringement of any duly issued patent or copyright or of any trade secrets or other
intellectual property rights or other proprietary rights of a third party, and Supplier will
pay all damages and costs awarded against L-3, including any settlement amount agreed to be
paid, and related expenses in such action that are attributable to such claim, provided
Supplier is promptly informed in writing and furnished a copy of each communication, notice,
or other action related to the alleged infringement and is given authority, information, and
reasonable assistance at Supplier’s expense, necessary to defend or settle such claim.
Supplier will not be obligated to defend or be liable for costs and damages to the extent that
the infringement arises out of or relates to (i) L-3’s misuse or modification of such
Deliverable Work; (ii) L-3’s failure to use corrections or enhancements delivered to L-3, if
such materials would have prevented the infringement; (iii) infringement that results from the
combination by L-3 of the Deliverable Work with any product or technology not owned,
developed, or provided by Supplier, unless Supplier knowingly contributes to the infringement
caused by such combination, in providing the Deliverable Work to L-3 for L-3’s intended use or
application; or (iv) compliance with information, directions, specifications, or materials
provided by L-3. If any such Deliverable Work is, or in Supplier’s opinion is likely to be
held to constitute an infringing product, Supplier shall at its expense and option either (a)
procure the right for L-3 to continue using it; (b) replace it with a non-infringing
equivalent; or (c) modify it to make it non-infringing.






	11.	 	LIMITATION OF LIABILITY.
	 
	 	 	Neither party’s liability hereunder for damages, except for (i) Supplier’s liability under
Section 10.2; (ii) liability for infringement of a third party intellectual property right
defined in Section 10.4; or (iii) Supplier’s breach of Section 8 or 12 herein, shall not exceed
the charges paid by L-3 for the particular work performed and/or related services involved.
Except for Supplier’s breach of Section 8 or 12, no action, regardless of form, arising out of
the transactions under this Agreement, may be brought by either party more than one (1) year
after the cause of action has accrued, except that an action for non-payment by L-3 may be
brought within one (1) year after the date of last payment.
	 
	 	 	EXCEPT FOR SUPPLIER’S LIABILITY AS PROVIDED IN SECTION 10.2, 10.4, OR SUPPLIER’S BREACH OF
SECTION 8 OR 12, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
OR INCIDENTAL DAMAGES EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
	 
	12.	 	CONFIDENTIAL INFORMATION; NON-COMPETITION UNDERTAKING.






	 	12.1.	 	Supplier shall maintain proprietary, confidential and secret all L-3 information
which may be disclosed to Supplier as being proprietary, confidential and secret in
nature, and Supplier shall not disclose this information to any other person (including
L-3 employees in any other division, group, or entity), firm, or




 









 




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PROFESSIONAL SERVICES AGREEMENT




	 	 	 	corporation. Supplier shall also maintain as confidential the “know-how” and future plans
of L-3 relating to the fields of endeavor in which Supplier performs investigations,
evaluations, and services for L-3, as well as the nature of certain work projects to
which Supplier is exposed, and the identity of persons working on those projects.
	 
	 	12.2.	 	During Supplier’s performance of services to L-3, Supplier may be granted access to
and use of software programs and other forms of intellectual property that are licensed to
L-3 from third parties for L-3’s use (hereinafter “Third Party Intellectual Property”).
Supplier’s use of Third Party Intellectual Property is strictly limited to supporting L-3
during Supplier’s performance of services. Supplier is not granted a license to Third
Party Intellectual Property, and shall not (i) use, copy, or modify Third Party
Intellectual Property except as specified by L-3; (ii) remove Third Party Intellectual
Property from L-3’s premises without L-3’s prior approval; (iii) disassemble, decompile,
or otherwise reverse engineer Third Party Intellectual Property; and (iv) disclose Third
Party Intellectual Property to other third parties, or the existence of L-3’s license to
use Third Party Intellectual Property.
	 
	 	12.3.	 	If, in connection with its performance, Supplier discloses to L-3 any ideas,
developments, or suggestions conceived or actually reduced to practice by Supplier prior
to its performance hereunder, no relationship, proprietary or otherwise, express or
implied, is established with L-3 by the disclosure, no obligation of any kind is assumed
by, nor may be implied against L-3, unless a separate written contract regarding the
subject of disclosure is consummated by the parties, and then the obligation shall be only
as expressed in the separate contract.
	 
	 	12.4	 	Supplier agrees to refrain from making any disparaging or derogatory remarks,
comments or publications regarding L-3 or any of its affiliates, predecessors or
successors or any of their respective officers, directors, employees, products or
services.
	 
	 	12.5	 	Supplier hereby agrees that during the term of this Agreement and the 12-month period
immediately thereafter, without the prior written consent of L-3, (i) he or she will not,
directly or indirectly, either as principal, manager, agent, consultant, officer,
stockholder, partner, investor, lender or employee or in any other capacity, carry on, be
engaged in or have any financial interest in, any (a) entity which is in Competition with
the business of the L-3 or (b) Competitive Activity and (ii) he or she shall not, on his
or her own behalf or on behalf of any person, firm or company, directly or indirectly,
solicit or offer employment to any person who is or has been employed by L-3 at any time
during the twelve (12) months immediately preceding such solicitation. For purposes of
this Section 12.5: (A) an entity shall be deemed to be in “Competition” with the L-3 if it
is principally involved in the purchase, sale or other dealing in any property or the
rendering of any service purchased, sold, dealt in or rendered by L-3 as a part of the
business of L-3 within the same geographic area in which L-3 effects such sales or
dealings or renders such services at the Relevant Date; and (B) “Competitive Activity”
shall mean any business into which L-3 has taken substantial steps to engage, as of the
Relevant Date, which would be deemed to be in Competition with the business of L-3 if such
steps had been completed prior to the Relevant Date; and (C) the term “Relevant Date”
shall mean each date during the term of this Agreement through (and including) the
effective date of termination of this Agreement. Notwithstanding the foregoing, nothing
contained in this Section 12.5 shall (x) prohibit Supplier from serving as an officer,
employee or independent consultant of any business unit or subsidiary which would not
otherwise be in Competition with L-3 or a Competitive Activity, but which business unit is
a part of, or which subsidiary is controlled by, or under common control with, an entity
that would be in competition with L-3, so long as Supplier does not engage in any activity
which is in Competition with any business of L-3 or is otherwise a Competitive Activity or
(y) be construed so as to preclude Supplier from investing in any publicly or privately
held company, provided Supplier’s beneficial ownership of any class of such company’s
securities does not exceed 5% of the outstanding securities of such class.
	 
	 	12.6	 	The parties hereto agree that the provisions of Section 12.5 are reasonable. If a
court determines, however, that any provision of Section 12.5 is unreasonable, either in
period of time, geographical area or otherwise, then the parties hereto agree that the
provisions of Section 12.5 should be interpreted and enforced to the maximum extent which
such court deems reasonable.






	13.	 	SUPPLIER PERSONNEL. Supplier hereby agrees to submit to the L-3 representative set
forth in the applicable SOW, the names, resumes, and other pertinent information requested by
L-3 prior to utilization of any personnel by Supplier. L-3 reserves the right to request the
replacement of any of the Supplier’s personnel assigned to perform




 









 




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PROFESSIONAL SERVICES AGREEMENT




	 	 	services under this Agreement and Supplier shall immediately remove such personnel and secure
replacement(s) acceptable to L-3.
	 
	14.	 	NOTICES. Written notice shall be sent to the parties by facsimile (fax) to be
followed up with U.S. certified mail at the following address:






L-3 Communications Corporation

600 Third Avenue

New York, New York 10016

Attention: Steven M. Post

Facsimile No. (212) 805-5306







	 	 	 
	Robert W. Drewes
	 
	 	 
	 
	 
	 	 
	 
	Attention:
	Facsimile No.
	 	 
	 

	 	 











	15.	 	CONFLICTING AGREEMENTS. Supplier warrants that it is not a party to any other
existing agreement which would prevent Supplier from entering into this Agreement or which
would adversely affect this Agreement.
	 
	16.	 	INDEPENDENT CONTRACTOR. It is understood and agreed that Supplier shall be acting as
an independent Supplier and not as an agent or employee of L-3. Accordingly, the Supplier
assumes all risks and hazards encountered in its performance of this agreement, and further,
the Supplier shall be solely responsible for all injuries, including death, to all persons and
all loss or damage to property which are attributed to the Supplier’s performance under this
agreement or that of any agent, employee, or subcontractor engaged by the Supplier.
	 
	17.	 	TERMINATION.






	 	17.1.	 	Any SOW referencing this Agreement may be terminated for cause by either party for
failure to comply with any terms and conditions of this Agreement or the applicable SOW,
provided however, that the party in breach shall have ten (10) working days, or such
period as the parties may otherwise agree in writing, to cure such breach following
written notification, and further provided default by either party under a SOW shall not
affect any other SOW under this Agreement.
	 
	 	17.2.	 	Additionally, this Agreement and/or a SOW referencing this Agreement may be
terminated for convenience by L-3 upon thirty (30) days prior written notice to Supplier.
The terms of this Agreement shall survive any such termination of this Agreement, with
respect to any SOW then in effect, until such SOW expires or is terminated as set forth in
this Agreement. In the event of termination of this Agreement or a SOW, L-3’s sole
obligation, except for those provided in Section 17.3, shall be to pay Supplier for any
authorized work performed and authorized expenses incurred through the date of the
termination, subject to the not-to-exceed amount set forth in the SOW or related L-3
Purchase Order. This paragraph shall not be deemed to waive, prejudice, or diminish any
rights which L-3 or Supplier may have at law or in equity for an unlawful termination or
other breach of this Agreement by the other party.
	 
	 	17.3.	 	The provisions of Sections 8, 9, 10, 11, 12, and 21 shall survive termination of
this Agreement and the expiration or termination of any SOW issued under the Agreement.






	18.	 	ETHICAL CONDUCT. It is acknowledged that any payment, gift, tip, meal,
transportation, entertainment or other benefit or promise of a benefit provided to or paid for
a U.S. Government employee by the Supplier other than pursuant to the limited authorized
exceptions in the appropriate agency internal standard of conduct, is prohibited, whether or
not the situation involved pertains to L-3 business.
	 
	 	 	It is further acknowledged that when acting on behalf of L-3 the Supplier shall neither seek
nor receive information from non-L-3 sources which could compromise L-3’s code of ethical
conduct and associated policies, or the policies of the U.S. Government. If the Supplier comes
into possession of information which is not appropriate for L-3 to possess under either L-3’s
code of ethical conduct or the U.S. Government policies, the Supplier will not reveal such
information to L-3.




 









 





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PROFESSIONAL SERVICES AGREEMENT



	 	 	The Supplier agrees to comply fully with the procurement integrity provisions of the Office of
Federal Procurement Policy Act (Procurement Integrity Act) and all regulations issued
thereunder. Further, the Supplier agrees that it will execute such certifications as are
required by L-3 or the Procurement Integrity Act and regulations issued thereunder regarding
the Supplier’s compliance therewith.
	 
	19.	 	ACCESS TO L-3 FACILITIES. Supplier’s use and access to any applicable facility shall
be subject to all L-3’s security, traffic, smoke free environment restrictions, as well as any
other L-3 rules and regulations, and any and all other reasonable restrictions which L-3 may
impose from time to time. Access may be limited to L-3’s normal hours of operations (excluding
holidays and shutdowns periods, if any). L-3 may limit or deny access to any other Supplier
representatives.
	 
	20.	 	[RESERVED].
	 
	21.	 	GENERAL.






	 	21.1	 	ASSIGNMENT OF SERVICES AGREEMENT. The Consultant may not assign any of its
rights or obligations hereunder without the prior written consent of L-3. L-3 may assign
its rights and obligations under this Agreement to any subsidiary, affiliate or successor
in the interest of L-3 without the consent of the Consultant. The Consultant shall be
provided with written notice of such assignment. In all such cases, the assignment of
this Agreement and the assumption of the rights and obligations thereunder shall be at no
additional cost to L-3.
	 
	 	21.2.	 	FORCE MAJEURE. Neither party shall be liable for any delays resulting from
acts of God, strikes, riots, acts of war, epidemics, or governmental regulations.
	 
	 	21.3.	 	NO PUBLICITY. Neither party hereto shall, without securing written consent
of the other party, publicly announce the existence of this Agreement or advertise or
release any publicity in regard thereto, except that L-3 and Supplier may disclose the
terms of this Agreement to extent required by law or regulation.
	 
	 	21.4.	 	BINDING AGREEMENT. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of L-3 and shall be binding upon and inure to the
benefit of Supplier’s heirs, legal representatives, successors, and assigns.
	 
	 	21.5.	 	GOVERNING LAW; WAIVER OF JURY TRIAL. The validity, performance, and
construction of this Agreement shall be governed by the laws of the State of Texas,
excluding conflicts of laws provisions. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, LITIGATION,
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
	 
	 	21.6.	 	SEVERABILITY. If any of the provisions or portions of this Agreement are
invalid under any applicable statute or rule of law, they are to that extent to be deemed
omitted.
	 
	 	21.7.	 	ASSIGNMENT. Except as otherwise provided in this Agreement, neither party
shall assign or transfer any of its rights or obligations hereunder without the prior
written consent of the other party hereto, which assignment shall not be unreasonably
withheld, and any such attempted assignment shall be void.
	 
	 	21.8.	 	MERGER OF AGREEMENT. This Agreement and/or any SOWs or L-3 Purchase Orders
which are issued with reference to this Agreement and accepted by Supplier constitute the
entire understanding between the parties relating to the subject matter hereof, and
supersede all previous communications, representations, or agreements, either oral or
written, with respect to the subject matter hereof, and no representations or statements
of any kind made by any representative of Supplier or L-3, which are not stated in this
Agreement and any SOW or L-3 Purchase Order, shall be binding on Supplier or L-3. Where
this Agreement conflicts with the terms of L-3’s SOW or Purchase Order, the terms of this
Agreement will supersede those of the SOW or Purchase Order only to the extent of such
conflict. No addition to or modification of any provision of this Agreement shall be
binding upon Supplier or L-3 unless made in writing and signed by the respective duly
authorized representatives of Supplier and L-3.




 









 




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PROFESSIONAL SERVICES AGREEMENT




	 	21.9	 	EQUITABLE RELIEF. Supplier acknowledges and agrees that money damages would
not be an adequate remedy for any breach of his or her agreements contained in Section 8
or 12 hereof, and that in addition to any other remedies available to L-3, L-3 shall be
entitled to the remedies of injunction, specific performance and other equitable relief
for any threatened or actual breach of the agreements contained in such Sections.




IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its
behalf by its duly authorized representative.




	 	 	 
	L-3 COMMUNICATIONS CORPORATION

	 	ROBERT W. DREWES
	 
	 	 
	By: /s/ Steven M. Post

	 	By: /s/ Robert W. Drewes
	 
	 	 
	Name: Steven M. Post
	 	 
	 
	 	 
	Title: SVP and General Counsel
	 	 
	 
	 	 
	Date: 1 August 2008

	 	Date: 29 July 2008






 









 




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PROFESSIONAL SERVICES AGREEMENT




ATTACHMENT A




TRAVEL & REIMBURSABLE EXPENSES



L-3 company policy and practice used internally and with suppliers that relates directly to travel
and similar reimbursable expenses which are covered in the Agreement. Supplier will comply with
these L-3 practices when billing for direct out-of-pocket expenses.





	1.	 	Air transportation expenses: L-3 will only reimburse for coach or special discounted
fares on domestic flights. Nonstop flights should be used discriminately and only when
“business needs dictate”. Business class is reimbursable for international travel when it is
in the best interest of L-3, and when cost is not prohibitive. Trips should also be booked as
far in advance as possible to qualify for special air fare promotions and discount fares;
otherwise, when possible, unrestricted low-cost carriers should be used.
	 
	2.	 	Lodging expense: Supplier should coordinate with the L-3 contact designated in the
applicable SOW, to identify hotels with whom L-3 has negotiated special rates, or when such
accommodations are not available, use hotels where corporate discounts are offered.
	 
	3.	 	Meal expenses: The reasonable cost of meals on overnight trips is allowed while
traveling on L-3’s behalf. When dining with L-3 employees, separate checks should be
requested. Entertainment, such as theater tickets and hotel room movies, are personal
expenses, and are not reimbursable. Expenses for meals and other entertainment provided to L-3
employees are not reimbursable. Meals pertaining to travel on one-day trips that meet or
exceed a 55 mile radius, will be reimbursed by L-3.
	 
	4.	 	Alcoholic beverages: Alcoholic beverage costs are not reimbursable under normal
business expenses. It could be covered under rare cases if approved by L-3 Senior Management.
In those cases, all alcoholic beverage expenses will be listed separately as entertaining
expense.
	 
	5.	 	Tips: Tips are an acceptable expense if they represent customary and reasonable
amounts for meals, porter, taxi, or similar services. Tips for meals must be included in the
meal cost and tips for the ground transportation must be included in transportation costs.
Tips to porters, bellhops, etc. should be listed as miscellaneous travel.
	 
	6.	 	Laundry expense: Charges for laundry are reimbursable by L-3 if the trip exceeds
four (4) days.
	 
	7.	 	Car rental: In the U.S., compact cars will be rented when available, and comparable
models will be rented when traveling internationally. All optional insurance for rental cars
while on L-3 business in the U.S. and Canada, are not reimbursable. Optional collision
insurance purchased internationally is acceptable where obligatory. Fines for parking or
traffic violations are not reimbursable expenses whether incurred in a rental car or while
using one’s personal automobile for L-3 business.
	 
	8.	 	Local travel: The approved reimbursement rate for use of one’s personal automobile
for L-3’s business is the maximum amount allowed by current IRS regulations. Local travel
between the Supplier and L-3 as a normal part of doing business is not reimbursable.
	 
	9.	 	Telephone expense: L-3 allows reasonable and customary personal telephone expenses
while traveling (called safe arrival or time of departure calls NTE $10-$20). In those
instances where approved business calls are charged to a personal telephone, the original bill
must be submitted with an explanation for each call. L-3/IS will not be responsible for the
entire phone bill or wireless service or personal in-ternet access.
	 
	10.	 	Expense statements: Expense Statements, when traveling on L-3’s behalf, should
contain information pertaining to only one (1) trip and must be prepared on a timely basis.
Original copies of airline tickets, itinerary and hotel charges, car rentals and other expense
in excess of twenty-five dollars ($25.00) must be included.






 












 









Statement of Work



Robert W. Drewes




This statement of work outlines the tasking associated with consulting services from Robert W.
Drewes under the Professional Services Agreement being executed simultaneously with this statement.



Work Scope: Mr. Drewes shall provide the following services:




	 	1)	 	Customary assistance and support in connection with transitioning the position
of President of L-3 Integrated Systems Group (or its successors) to one or more
individuals to be appointed on an interim or permanent basis.
	 
	 	2)	 	General strategic advice with respect to the business, operations and prospects
of L-3 Integrated Systems Group (or its successors), and as requested with respect to
any other group, subsidiary, division or business unit of L-3 Communications
Corporation and its direct or indirect Subsidiaries.





Period of Performance: The Period of performance is August 5, 2008 through August 4, 2011.



Rate of Pay: $10,000 per month.



Travel Requirements: The parties do not currently anticipate any significant travel
requirements in connection with the performance of this statement of work. The guidelines in
support of travel reimbursement are in accordance with the Professional Services Agreement (PSA)
and will be reimbursed at actual cost. In the event the parties mutually agree to modify the
anticipated travel requirements, the parties shall consider additional modifications to this
statement of work as may be appropriate to compensate for this change.



All questions pertaining to this Statement of Work are to be directed/coordinated with Curtis
Brunson, Senior Vice President — Corporate Strategy and Development, 600 Third Avenue, New York, NY
10016



	 	 	 
	L-3 COMMUNICATIONS CORPORATION

	 	ROBERT W. DREWES
	 
	 	 
	By: /s/ Steven M. Post

	 	By: /s/ Robert W. Drewes
	 
	 	 
	Name: Steven M. Post
	 	 
	 
	 	 
	Title: SVP and General Counsel
	 	 
	 
	 	 
	Date: 1 August 2008

	 	Date: 29 July 2008