EX-10.2 DEFERRED COMPENSATION PLAN



 






EXHIBIT 10.2




As amended and restated July 28, 2006,

effective January 1, 2005




EMS TECHNOLOGIES, INC.




DEFERRED COMPENSATION PLAN FOR

NON-EMPLOYEE DIRECTORS




ARTICLE I

DEFERRAL OF COMPENSATION



1.1 PURPOSE AND ELIGIBILITY. This deferred compensation plan (this “Plan”) for persons
serving as members of the Board of Directors (the “Board”) of EMS Technologies, Inc. (the
“Company”) who are not employed by the Company (“Non-Employee Directors”) is adopted in order to
allow each Non-Employee Director to (i) automatically defer a portion of his or her annual retainer
for service on the Board (the “Retainer”) as set forth in Section 1.2 below, and (ii) defer the
receipt of all or part of the balance of his or her Retainer and of his or her other compensation
for service as a member of the Board or committees thereof (collectively, “Eligible Compensation”)
as set forth in Section 1.3 below.



1.2 AUTOMATIC DEFERRAL. Each Non-Employee Director will have a portion of his or her Retainer
then in effect automatically deferred and credited to his or her Deferral Account as set forth in
Sections 2.1 and 2.2 below. The portion of the Retainer subject to such automatic deferral shall be
determined from time to time, prior to the beginning of the calendar year, by the Nominating and
Governance Committee of the Board (the “Committee”), but shall be not less than 40%. Subject to
the other provisions of this Plan, all amounts deferred under this Section shall be payable on the
tenth day of the month following the month in which the participant ceases to be a member of the
Board.



1.3 IRREVOCABLE ELECTION FOR ADDITIONAL DEFERRAL




     A. Except as provided in paragraph 1.3(B), prior to the first day of each calendar year,
each Non-Employee Director shall be entitled to make an irrevocable election on a form provided by
the Company to receive Eligible Compensation payable during such year in cash or to defer payment
of all or any portion thereof into his or her Deferral Account.



          Subject to the other provisions of this Plan, all amounts deferred under this Section with
respect to a calendar year shall be payable on the earlier of: (i) the tenth day of the month
following the month in which the participant ceases to be a member of the Board; or (ii) January 10
of the fifth year following the year of deferral, subject to the right of the participant to elect
at least one year prior to any such date to defer payment of all or a portion of the amount then
payable for one additional period of not less than five years but not beyond the date specified in
clause (i) above.




     B. Each person who becomes a Non-Employee Director during a calendar year shall, within 30
days after the date of becoming a Non-Employee Director, be entitled to make the irrevocable
election described in paragraph 1.3(A) for the remainder of such calendar year, which election
shall be effective only as to Eligible Compensation earned after the date thereof.



     C. Failure to file an election for any year as specified in paragraphs 1.3(A) and (B) shall
be deemed to be an election to receive in cash all Eligible Compensation for such year.



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ARTICLE II

DEFERRAL ACCOUNT; DEFERRED STOCK UNITS



2.1 DEFERRAL ACCOUNT. Amounts deferred under this Plan shall be credited to a notional
bookkeeping account (a “Deferral Account”) established for each participant.



2.2 DEFERRED STOCK UNITS. Amounts credited to each participant’s Deferral Account will be
deemed to be invested in the form of deferred stock units (“DSU’s”) representing shares of the
Company’s $1.00 par value common stock (“EMS Shares”). DSU’s are not actual EMS Shares, and cannot
be settled in or surrendered for EMS Shares. Instead, they are bookkeeping units that will be
administered by the Company to provide a return on each Deferral Account equal to the return that
would occur if the amounts credited to the Deferral Account were used to purchase EMS Shares on the
dates so credited, including the effects of immediate reinvestment of any cash dividends paid from
time to time on the EMS Shares. Holders of DSU’s have no voting rights or any attributes of stock
ownership other than such equivalent economic return. The number of DSU’s received upon each
deferral shall be equal to the amount thereof divided by the Fair Market Value (as then defined in
the Company’s 1997 Stock Incentive Plan or any similar successor plan) of the EMS Shares on the
date of the deferral.



2.3 RECAPITALIZATION. If, as a result of a recapitalization of the Company (including stock
splits), the EMS Shares shall be changed into a greater or smaller number of shares, the number of
DSU’s credited to each Deferral Account shall be appropriately adjusted on the same basis as such
recapitalization. If the Company shall make a distribution in kind on the EMS Shares, or the EMS
Shares shall as a result of a merger, recapitalization or similar transaction be converted into
different property or shares, each DSU shall thereafter be deemed to include or consist of the
property or shares so distributed with respect to each EMS Share, or into which each EMS Share was
so converted. The provisions of this Section shall apply to successive transactions of the type
specified herein that may affect the value of the property deemed from time to time to be included
in the DSU’s.




ARTICLE III

PAYMENT OF DEFERRED COMPENSATION



3.1 METHOD OF PAYMENT OF DEFERRED COMPENSATION. The first date on which a participant is
entitled to receive payment of a particular deferred amount, as determined under the provisions of
Section 1.2 or paragraph 1.3A, is referred to herein as the “Payment Commencement Date” with
respect to such deferred amount. Payment shall be made in the form of a lump sum except to the
extent the participant has elected annual installments over a period of up to ten years specified
by the participant, commencing on the Payment Commencement Date and terminating no later than ten
years from such date. Such election may be made prior to the commencement of the particular
deferral, and may be made or modified thereafter on one occasion at any time at least one year
prior to the Payment Commencement Date; provided however, that no modification may accelerate any
payment date, and no modification may extend the payment date or dates by less than five years,
extend the period for installment payments beyond ten years from the Payment Commencement Date, or
be given effect less than one year after the date such modification election is made.



3.2 AMOUNT OF PAYMENTS. The amount of the each payment shall be the value of the DSU’s in the
participant’s Deferral Account on the payment date, divided (in the case of elections of annual
installments) by the total number of installments (including such installment) remaining to be
paid. In each case, such value shall be the number of DSU’s credited to the Deferral Account
multiplied by the Fair Market Value on the date of the payment, and upon occurrence of the payment
such number of DSU’s shall be reduced to reflect the payment.



3.3 BENEFICIARIES; PAYMENT ON DEATH. A participant may designate on a form provided by the
Company a beneficiary or beneficiaries to receive upon the participant’s death any unpaid amounts
credited to the participant’s Deferral Account. At any time, and from time to time, a participant
may change or revoke
his or her beneficiary designation without the consent of any beneficiary. Any such designation,
change or revocation must be made by executing a new beneficiary designation form and filing such
form with the Company. The payment to




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the beneficiary shall be made in a lump sum. If the
participant designates more than one beneficiary, any payments to beneficiaries will be made in
equal percentages unless the participant designates otherwise. Upon the participant’s death, any
portion of the participant’s Deferral Account that is not payable to a designated beneficiary will
be paid to the participant’s estate in the form of a lump sum.



3.4 PERMANENT DISABILITY. If a participant becomes permanently disabled before payment of all
or any part of amounts credited to his or her Deferral Account, the balance in such Deferral
Account shall be paid in a lump sum as soon as practicable after the occurrence of such disability.
The determination of permanent disability for this purpose shall be made in accordance with
Section 409A of the Internal Revenue Code, as amended, and the applicable regulations and
rulings thereunder, including any transition rules
(“Section 409A”).



3.5 NO ACCELERATION OF PAYMENT; FINANCIAL HARDSHIP. Except as expressly provided in this
Section 3.5, no payment of benefits shall be made under this Plan prior to the payment date or
dates established pursuant to Section 1.2 or paragraph 1.3A above. A participant who is suffering
an unforeseen and severe financial hardship as defined in Section 409A may file a written request
with the Committee for distribution of all or a portion of the amount credited to his or her
Deferral Account. The Committee shall have sole discretion to determine whether to grant a
participant’s hardship request and the amount to distribute to the participant. The Committee
shall not authorize distribution of an amount in excess of that reasonably necessary to alleviate
the hardship, after consideration of both taxes owed on the distribution and other financial
resources available to the participant. Any participant who receives a hardship distribution shall
not be eligible to make additional deferrals of Eligible Compensation pursuant to Section 1.3 until
the first day of the calendar year immediately following the expiration of 12 months from the date
of the distribution.




ARTICLE IV

GENERAL



4.1 PLAN AMENDMENT AND TERMINATION. The Board may amend or terminate this
Plan at any time. If, upon termination of the Plan, the Company also terminates all other
arrangements that would be aggregated with the Plan under Section 409A with respect to the
participants and the Company does not within five years following the date of termination adopt any
other arrangements that would be so aggregated, each participant’s Deferral Account shall be
distributed. Such distribution shall be made in a lump sum and shall not be made earlier than 12
months after the date of termination of the Plan (unless the participant is otherwise entitled to a
distribution during such period), and shall be completed within 24 months after such date of
termination.



4.2 NO RIGHT TO CORPORATE ASSETS. This Plan is a non-qualified, unfunded, deferred compensation
plan. The Company will not be required to reserve, segregate or deposit any funds or assets of any
kind to meet its obligations hereunder, which obligations are general unsecured obligations of the
Company. Nothing in this Plan will give a participant, a participant’s beneficiary, or any other
person any equity or other interest in the assets of the Company, or create either a trust or
fiduciary relationship of any kind between the Company and any such person. Any rights that a
participant, beneficiary or other person may have under this Plan shall not be assignable by any
such person. However, nothing contained herein shall prevent the Company, in its sole discretion,
from establishing a trust (but only under the laws of a jurisdiction within the United States),
including a so-called rabbi trust, for the purpose of providing for the payment of its obligations
arising hereunder . The assets of such trust shall remain subject to the claims of the Company’s
creditors, and no participant shall have any interest in such assets.



4.3 LIMITATION ON RIGHTS CREATED BY PLAN. Nothing in this Plan will give a participant any right
to continue as a member of the Board.



4.4 GOVERNING LAW. This Plan will be construed, enforced and administered according to the laws
of the State of Georgia.





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4.5 ADMINISTRATION AND INTERPRETATION. The Company may adopt any rules and procedures it deems
appropriate to provide for the orderly and efficient administration of the Plan.




          The Committee may interpret the provisions of this Plan, and in the absence of bad faith any
such interpretations shall be binding upon the Company and all participants. The Committee may
also make any amendments or clarifications of a technical nature that it deems appropriate to carry
out the terms of this Plan.



4.6 CHANGE OF CONTROL. For a period of two years after a Change of Control, and except with the
consent of each person at that time participating in this Plan, this Plan may not be terminated,
nor may it be amended if such amendment would (i) reduce the amount of any benefit provided
hereunder below the amount that would have been payable on the date immediately preceding the date
of the Change of Control, or (ii) reduce the rate or amount of benefits accruing hereunder below
that in effect on the date immediately preceding such date.




          A “Change of Control” shall be deemed to have occurred upon the occurrence of a Triggering
Event as defined in the Company’s Stockholder Rights Plan dated as of April 6, 1999.



4.7 CONFORMANCE WITH SECTION 409A. At all times, this Plan shall be operated in
accordance with the requirements of Section 409A. Any action that may be taken (and, to the extent
possible, any action actually taken) by the Committee or the Company shall not be taken (or shall
be void and without effect), if such action violates the requirements of Section 409A. Any
provision in this Plan document that is determined to violate the requirements of Section 409A
shall be void and without effect. In addition, any provision that is required to appear in this
Plan document in accordance with Section 409A that is not expressly set forth shall be deemed to be
set forth herein, and the Plan shall be administered in all respects as if such provision were
expressly set forth.





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