EX-10.22






Exhibit 10.22




L-3 COMMUNICATIONS CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(Restated January 1, 2005)




ARTICLE I




PURPOSE OF THE SERP




     The purpose of this L-3 Communications Corporation Supplemental Executive Retirement Plan is
to provide supplemental retirement income for a select group of management and highly compensated
employees of L-3 Communications Corporation and certain of its subsidiaries and divisions by
providing benefits equal to those benefits that can not be provided under certain tax-qualified
pension plans because of the limitations of Sections 401(a)(17) and 415 of the Internal Revenue
Code of 1986, as amended.



     The Plan was effective as of May 1, 1997. It was amended and restated in 1999 and 2000. The
Plan is amended and restated effective January 1, 2005 to comply with the requirements of Section
409A of the Code, except for Sections 3.4 and 3.5 which are amended effective January 1, 2009.



ARTICLE II




DEFINITIONS




     Additional SERP Participant – An employee of a Participating Company who is not
eligible to participate in an L-3 sponsored defined benefit pension plan and designated by the
Board or the Compensation Committee thereof as eligible to participate in the SERP.



     Adjusted Compensation – The Participant’s “compensation” as defined in the applicable
Pension Plan provided that (1) base salary deferred by a Participant under any deferred
compensation plan sponsored by the Company shall be taken into account, (2) management incentive
bonuses, whether or not deferred by a Participant under any deferred compensation plan sponsored by
the Company shall be taken into account, and (3) the limitations under Section 401(a)(17) of the
Code shall not apply.



     Beneficiary — The Participant’s beneficiary with respect to the Pension Benefit
payable under the Pension Plan or such Beneficiary elected at the time of benefit commencement.



     Board — The Board of Directors of L-3 Communications Corporation.



     Code — The Internal Revenue Code of 1986, as amended.



     Committee — The committee described in Section 6.1, which administers this SERP.



 









 





     Company — L-3 Communications Corporation.



     Holdings – L-3 Communications Holdings, Inc.



     Participant – The individuals who are described in (a) or (b) below:



          (a) An employee of a Participating Company who participates in a Pension Plan and (1) whose
Adjusted Compensation for a calendar year, including all amounts deferred by the employee under any
deferred compensation plan sponsored by the Company, exceeds the maximum dollar amount for that
year under Section 401(a)(17) of the Code, or (2) for whom benefits under the Pension Plan are
limited by Sections 401(a)(17) or 415 of the Code, provided that the employee meets any other
requirements as determined by the Committee in its sole and exclusive discretion. An employee who
satisfies the requirements for participation in this SERP for any calendar year shall continue to
be a Participant for all subsequent years regardless of whether he or she meets the participation
requirements of this paragraph for any such subsequent year.




          (b) An employee who is an Additional SERP Participant.



The Committee shall limit participation in this SERP to a select group of management or highly
compensated employees within the meaning of Title I of the Employee Retirement Income Security Act
of 1974, as amended, as determined by the Committee, in its sole and exclusive discretion.




     Participating Company — The Company and any affiliate thereof that maintains a
Pension Plan listed in Appendix A.



     Pension Benefit — The Participant’s accrued benefit under the Pension Plan.



     Pension Plan — The tax-qualified defined benefit plan, among those listed in Appendix
A, in which the Participant participates (or, in the case of an Additional SERP Participant, would
have been eligible to participate had he or she been an employee of the Participating Company on
the date prior to the date the Pension Plan was frozen to newly hired employees).



     Section 409A Change of Control Event — A change in ownership or effective control of
Holdings, or in the ownership of a substantial portion of the assets of Holdings, within the
meaning of Section 409A(a)(2)(A)(v) of the Code.



     SERP — This L-3 Communications Corporation Supplemental Executive Retirement Plan.



     Supplemental Pension Benefit — The benefit, if any, to which a Participant is
entitled under the terms of this SERP.



L-3 Communications Corporation

Supplemental Executive Retirement Plan




2









 





ARTICLE III




ELIGIBILITY FOR AND AMOUNT OF BENEFITS




     3.1 Eligibility for Benefits. A Participant who terminates employment and is entitled
to a Pension Benefit under the terms of the Pension Plan (or, in the case of an Additional SERP
Participant, would have been entitled to a Pension Benefit had he or she been an employee of the
Participating Company on the date prior to the date the Pension Plan was frozen to newly hired
employees) shall be entitled to a Supplemental Pension Benefit in an amount determined in
accordance with Section 3.2 or any applicable Appendix and payable in accordance with Sections 3.4
        , 3.5 and 3.6.



     3.2. Amount of Benefit for General SERP Participants. Except as otherwise provided in
Section 3.3, Appendix B-1 or B-2, the Supplemental Pension Benefit shall be equal to the excess, if
any, of:



          (a) the benefit that would have been paid under the applicable Pension Plan to such
Participant (or his or her Beneficiary), in the normal form of benefit payable to a single
participant pursuant to the terms of the Pension Plan, based on Adjusted Compensation and
irrespective of the limitations of Sections 401(a)(17) and 415 of the Code, less




          (b) the Pension Benefit that is actually payable under the Pension Plan to such Participant
(or his or her Beneficiary), in the normal form of benefit payable to a single participant, based
on “compensation” as defined in the Pension Plan and taking into account the limitations of
Sections 401(a)(17) and 415 of the Code.



The Supplemental Pension Benefit resulting from (a) less (b) in this Section 3.2 is then further
reduced based upon early commencement and optional form elected, if any. The reduction factors
utilized for an early commencement are equivalent to the early reduction factors provided under the
Pension Plan. For a surviving spouse Beneficiary where the Participant is deceased prior to
commencement of the Pension Plan or Supplemental Pension Plan Benefit the Supplemental Pension
Benefit will be reduced for early commencement, if applicable, and payable as a survivor benefit of
a 50% joint and survivor annuity.




     3.3 Amount of Benefit for Additional SERP Participants. The Supplemental Pension
Benefit for an Additional SERP Participant shall be the benefit that would have been paid under the
Pension Plan to such Participant (or his or her Beneficiary), based on Adjusted Compensation and
irrespective of the limitations of Sections 401(a)(17) and 415 of the Code, if the Additional SERP
Participant had been eligible to participate in the Pension Plan had it not been frozen to newly
hired employees (but without regard to the Pension Plan provisions reflecting the limitations of
Sections 401(a)(17) and 415 of the Code).



L-3 Communications Corporation

Supplemental Executive Retirement Plan







3









 








     3.4. Form of Benefit Payments.



          (a) Except as otherwise provided in subsections (b) or (c) below, any Supplemental Pension
Benefit to which a Participant is entitled under this SERP shall be paid in the form of a life
annuity.




          (b) A Participant may elect not more than 90 days prior to the event that gives rise to the
right to benefit payments to receive any Supplemental Pension Benefit to which he or she is
entitled in the form of a 50%, 75% or 100% joint and survivor annuity, or a life annuity with ten
years certain, each of which shall be the actuarial equivalent of the Participant’s Supplemental
Pension Benefit payable as a life annuity using a 6% interest rate and the mortality table under
Rev. Rul. 2001-62. Upon the death of a Participant who has commenced a Supplemental Pension
Benefit and has elected a 50%, 75% or 100% joint and survivor annuity or a life annuity with ten
years certain, benefits shall continue to be paid to the Participant’s Beneficiary, provided that
such Beneficiary survives the Participant.




          (c) If the present value of the Participant’s Supplemental Pension Benefit is $5,000 or less
at the time payments are to commence, the entire amount of such Supplemental Pension Benefit,
payable as a life annuity, shall be paid to the Participant in one payment. The present value of
the Participant’s Supplement Pension Benefit shall be determined using the actuarial assumptions
under Section 417(e) of the Code as such actuarial assumptions are incorporated in the Pension Plan
and in effect on the date of payment.




     3.5 Time of Benefit Payments.



          (a) Except as otherwise provided in subsection (b) or (c) below, a Supplemental Pension
Benefit to which a Participant is entitled under this SERP shall be payable on the later of
Participant’s termination of employment date or the Participant’s earliest retirement date under
the applicable Pension Plan. The Participant’s earliest retirement date under the applicable
Pension Plan shall mean the earliest date on which the Participant may begin to receive payment of
his Pension Benefit.




          (b) If the Supplemental Pension Benefit becomes payable due to termination of employment
(other than due to death), the first payment shall be made on the date that is six months following
the termination of employment date. In such case, the amount of Supplemental Pension Benefit shall
be determined as of the termination of employment date but actuarially increased to reflect the
six-month delay in payment using the actuarial factors set forth in Section 3.4(b) or (c) (as
applicable) or, with respect to a Supplemental Pension Benefit payable in the form set forth in
Section 3.4(a), the same actuarial assumptions provided for under Section 3.4(b).




          (c) Notwithstanding the foregoing, if a Participant elects on or after January 1, 2008 and on
or before December 31, 2008, in accordance with Notice 2007-86, 2007-46 IRB 990, the date on which
benefit payments are to commence, payment of his or her Supplemental Pension Benefit shall be paid
in accordance with such election. Such election will be effective




L-3 Communications Corporation

Supplemental Executive Retirement Plan







4









 







only if it applies to amounts that would not otherwise be payable in 2008 and does not cause any
amount to be paid prior to January 1, 2009.




     3.6. Payment on Change of Control.



          (a) Notwithstanding any other provision of this SERP to the contrary, in the event of a Change
of Control, a Participant who has not begun receiving benefits under this SERP and either (1) has a
vested right to a Pension Benefit under the terms of the Pension Plan at the time of the Change of
Control or (2) in the case of an Additional SERP Participant has completed five years of service
with the Company at the time of the Change of Control shall be entitled to receive a Supplemental
Pension Benefit in the amount determined under Section 3.2 or 3.3 or Appendix B-1 or B-2, in each
case as of the date immediately preceding the Change of Control, which benefit shall be paid in a
lump sum within 60 days following the date of the Change of Control. A Participant who began to
receive benefits under this SERP prior to a Change of Control shall continue to receive payment of
benefits in the same amount and in the same form as such benefits were paid prior to the Change of
Control. The lump sum value of the Participant’s Supplement Pension Benefit shall be determined
using the actuarial assumptions under Section 417(e) of the Code as such actuarial assumptions are
incorporated in the Pension Plan and in effect on the day of payment.




          (b) For purposes of this SERP, a Change in Control shall be deemed to occur upon a Section
409A Change of Control Event that also constitutes one or more of the following:




               (1) The acquisition by any person or group (including a group within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
other than Holdings or any of its subsidiaries, of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of Holdings’
then outstanding voting securities, other than by any employee benefit plan maintained by the
Company;



               (2) The sale of all or substantially all of the assets of Holdings and its subsidiaries taken
as a whole; or



               (3) The election, including the filling of vacancies, during any period of 24 months or less,
of 50 percent or more of the members of the Board of Directors of Holdings without the approval of
Continuing Directors, as constituted at the beginning of such period. “Continuing Directors” shall
mean any director of Holdings who either (i) is a member of the Board on July 1, 1997, or (ii) is
nominated for election to the Board by a majority of the Board which is comprised of directors who
were, at the time of such nomination, Continuing Directors.



     3.7. Forfeiture of Benefits.



          (a) Notwithstanding any other provision of this SERP to the contrary, a Participant shall
forfeit any and all benefits under this SERP (including benefits that are to be paid in the future
and benefits that have already commenced payment) if the Participant (1) is




L-3 Communications Corporation

Supplemental Executive Retirement Plan








5









 







dismissed for “Cause”, (2) becomes employed by another employer (or becomes self-employed) in
substantial competition with a Participating Company, or (3) engages in conduct detrimental or
contrary to the best interests of a Participating Company. “Cause” means an Employee’s:




               (1)   intentional failure to perform reasonably assigned duties;



               (2)   dishonesty or willful misconduct in the performance of duties;



               (3)   engaging in a transaction in connection with the performance of duties to the Company or
its affiliates which transaction is adverse to the interests of the Company and is engaged in for
personal profit or;



               (4)    willful violation of any law, rule or regulation in connection with the performance of
duties (other than traffic violations or similar offenses).


For purposes of this definition, an act, or failure to act, on an Employee’s part shall be deemed
“willful” if done, or omitted to be done, by an Employee in bad faith and without reasonable belief
that Employee’s action or omission was in the best interest of the Company.




          (b) The Committee shall have full discretionary authority to make determinations under this
Section 3.7. Any forfeiture determination made by the Committee shall be final and binding. The
Committee may make a retroactive determination that a Participant’s SERP benefits are forfeited
under this Section 3.7 after payment of SERP benefits has commenced. Such a forfeiture shall be
effective as of the date that the Committee determines the events of forfeiture have occurred. Any
SERP benefits that have been paid after the effective date of the retroactive forfeiture
determination shall be considered a mistaken payment under Section 7.5.




ARTICLE IV




UNFUNDED PLAN




     4.1. Unfunded Status of SERP.



          (a) This SERP constitutes a contractual promise by each Participating Company to make payments
in the future, and a Participant’s rights shall be those of a general, unsecured creditor of the
Participating Company. A Participant shall not have any beneficial interest in this SERP.
Notwithstanding the foregoing, to assist each Participating Company in meeting its obligations
under this SERP, the Committee may set aside assets in a trust described in Revenue Procedure
92-64, 1992-2 C.B. 422 (generally known as a “rabbi trust”), and the Committee may direct that its
obligations under this SERP be satisfied by payments out of such trust or trusts. It is each
Participating Company’s intention that this SERP be unfunded for federal income tax purposes and
for purposes of Title I of the Employee Retirement Income Security Act of 1974.




L-3 Communications Corporation

Supplemental Executive Retirement Plan







6









 








          (b) Notwithstanding the above, in the event of a Change of Control, each Participating Company
shall promptly fund all benefits due under this SERP to those Participants who are current
employees or former employees with vested rights of such Participating Company, determined as of
the date of the Change of Control, by making a contribution to an irrevocable trust established to
pay benefits under this SERP.




     4.2. Nonalienability of Benefits. A Participant’s rights to benefit payments under
this SERP shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or his
or her Beneficiary except as otherwise required by law.



ARTICLE V




AMENDMENT OR TERMINATION




     5.1. Amendment. The Board, the Compensation Committee of the Board or, to the extent
permitted by Board resolution, any delegate of the Board or Compensation Committee may amend,
modify, suspend or discontinue this SERP at any time; provided, however, that no such amendment,
modification, suspension or discontinuance of the SERP shall have the effect of reducing a
Participant’s Supplemental Pension Benefit determined as though the Participant had terminated
employment with the Participating Company on the date of the amendment, modification, suspension or
discontinuance.



     5.2. Termination. The Board or the Compensation Committee of the Board reserves the
right to terminate this SERP (by amendment to the SERP) at any time and to pay any benefits under
this SERP in a lump sum immediately following such termination or at such time thereafter as it may
determine, provided that any payments on termination of the Plan must comply with the requirements
of Treasury Regulation §1.409A-3(j)(4)(ix).



ARTICLE VI




ADMINISTRATION




     6.1. The Committee. This SERP shall be administered by the Compensation Committee of
the Board or such other committee (whether of the Board or of executives of the Company) as may be
designated by the Board to administer this SERP. The Compensation Committee or such other
committee designated by the Board to administer this SERP is referred to in this document as the
“Committee.”



     6.2. Delegation and Reliance. The Committee may delegate to any officer or employee
of the Company the authority to execute and deliver those instruments and documents and to take, or
refrain from taking, all actions deemed necessary, advisable or convenient for the effective
administration of this SERP in accordance with its terms and purposes. The Committee may also
appoint a plan administrator or any other agent and delegate to such administrator or agent such
powers and duties in connection with the administration of the SERP as the Committee may deem
appropriate. In making any determination or in taking or not taking any



L-3 Communications Corporation

Supplemental Executive Retirement Plan








7









 







action under this SERP, the Committee may obtain and rely upon the advice of experts, including
professional advisors to the Company. No member of the Committee or officer of any Participating
Company who is a Participant may participate in any decision specifically relating to his or her
individual rights or benefits under this SERP.




     6.3 Powers of the Committee. The Committee shall administer this SERP in accordance
with its terms. The Committee shall have full discretion to construe and interpret the terms and
provisions of this SERP, which interpretation or construction shall be final and binding on all
parties, including but not limited to the Company, the Participating Companies and any Participant
or Beneficiary. The Committee shall administer this SERP in a uniform and nondiscriminatory manner
and in full accordance with any and all laws applicable to the SERP. The Committee shall have all
powers necessary to administer the SERP, including without limitation, in addition to those powers
set forth above, the following:



          (a) to determine whether individuals qualify as the Participants in the SERP;




          (b) to determine the amount of benefits payable to Participants and their Beneficiaries;




          (c) to maintain all records that may be necessary for the administration of the SERP; and




          (d) to make and publish rules and procedures for the administration of the SERP.




     6.4. Exculpation and Indemnity. To the extent permitted by applicable law, the
Company shall indemnify and hold harmless the Committee and each member thereof and delegates of
the Committee who are employees of the Company or a Participating Company against any and all
expenses, liabilities and claims, including legal fees to defend against such liabilities and
claims, arising out of their discharge of responsibilities under or incident to the SERP, other
than expenses, liabilities and claims arising out of their willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance purchased by the Company
or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are
permitted under applicable law.



     6.5. Facility of Payment. If a minor, person declared incompetent, or person
incapable of handling the disposition of his or her property, is entitled to receive a benefit,
make an application, or make an election hereunder, the Committee may direct that such benefits be
paid to, or such application or election be made by, the guardian, legal representative, or person
having the care and custody of such minor, incompetent, or incapable person. Any payment made,
application allowed, or election implemented in accordance with this Section shall completely
discharge the Participating Company and the Committee from all liability with respect thereto.



L-3 Communications Corporation

Supplemental Executive Retirement Plan







8









 








     6.6. Proof of Claims. The Committee may require proof of the death, disability,
competency, minority, or incapacity of any Participant or Beneficiary and of the right of a person
to receive any benefit or make any application or election.



     6.7. Claim Procedure.



          (a) Any person claiming a benefit, requesting an interpretation or ruling under this SERP, or
requesting information under this SERP shall present the request in writing to the Committee, which
shall respond in writing within 90 days. The Committee may, however, extend the reply period for
an additional ninety 90 days for special circumstances. If the claim or request is denied, the
written notice of denial shall state (1) the reason for denial, with specific reference to the plan
provisions on which the denial is based, (2) a description of any additional material or
information required and an explanation of why it is necessary, and (3) an explanation of the
claims review procedure.




          (b) Within 60 days after the receipt by a claimant of the written decision described above or
the expiration of the claims review period described above including any extension, the claimant
may request review by giving written notice to the Committee. The claim or request shall be
reviewed by the Committee, which may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents, and submit issues and
comments in writing. If the claimant does not request a review within such sixty-day period, he or
she shall be barred from challenging the original determination.




          (c) The decision on review shall normally be made within 60 days after the Committee’s receipt
of a request for review. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision
shall be in writing and shall state the reason and the relevant plan provisions. All decisions on
review shall be final and binding on all parties concerned.




          (d) In the event of any dispute over benefits under this SERP, all remedies available to the
disputing individual under this Section 6.7 must be exhausted, within the specified deadlines,
before legal recourse of any type is sought.




ARTICLE VII




GENERAL PROVISIONS




     7.1. No Guarantee of Employment. This SERP shall in no way obligate any Participating
Company to continue the employment of a Participant with the Participating Company or limit the
right of the Participating Company at any time and for any reason to terminate the Participant’s
employment. In no event shall the SERP constitute an employment contract between the Participating
Company and a Participant or in any way limit the right of the Participating Company to change a
Participant’s compensation or other benefits.



L-3 Communications Corporation

Supplemental Executive Retirement Plan







9









 








     7.2. Other SERP Benefits. Amounts under this SERP shall not be treated as
compensation for purposes of calculating the amount of a Participant’s benefits or contributions
under any pension, retirement, or other plan maintained by the Participating Company (or a
subsidiary or division of the Participating Company), except as provided in such other plan.



     7.3. Tax Withholding. To the extent required by law, the Participating Company shall
withhold from benefit payments hereunder any Federal, state, or local income or payroll taxes
required to be withheld and shall furnish the recipient and the applicable government agency or
agencies with such reports, statements, or information as may be legally required.



     7.4. Missing Payees. If all or portion of a Participant’s SERP benefit becomes
payable and the Committee after a reasonable search cannot locate the Participant (or his or her
Beneficiary if such Beneficiary is entitled to payment), the Committee may forfeit the
Participant’s SERP benefit. If the Participant (or his or her Beneficiary) subsequently presents
a valid claim for benefits to the Committee, the Committee shall restore and pay the appropriate
SERP benefit.



     7.5. Mistaken Payment. No Participant or Beneficiary shall have any right to any
payment made in error or in contravention of the terms of the SERP, the Code, or ERISA. The
Committee shall have full rights under the law to recover any such mistaken payment, and the right
to recover attorney’s fees and other costs incurred with respect to such recovery. Recovery shall
be made from future SERP payments, or by any other available means.



     7.6. Receipt and Release for Payments. Any payment to a Participant, Beneficiary, or
to any such person’s legal representative, parent, guardian, or any person or entity specified in
Section 6.5, shall be in full satisfaction of all claims that can be made under the SERP against
the Participating Company. The Participating Company may require such Participant, Beneficiary,
legal representative, or any other person or entity described in Section 6.5, as a condition
precedent to such payment, to execute a receipt and release thereof in such form as shall be
determined by the Participating Company.



     7.7. Successors. The provisions of this SERP shall be binding upon and inure to the
benefit of each Participating Company, its successors, and its assigns, and to the Participants and
their heirs, executors, administrators, and legal representatives.



     7.8. Governing Law. The validity of this SERP and any of its provisions shall be
construed, administered, and governed in all respects under and by the laws of the State of New
York (including its statute of limitations and all substantive and procedural law, and without
regard to its conflict of laws provisions), except as to matters of Federal law. If any provision
of this instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully effective.



L-3 Communications Corporation

Supplemental Executive Retirement Plan







10









 








     IN WITNESS WHEREOF, this L-3 Communications Corporation Supplemental Executive Retirement Plan
is hereby restated as of the dates set forth in the last sentence of Article I.



	 	 	 	 	 
	 	L-3 COMMUNICATIONS CORPORATION

 	 
	Date:  12/22/2008 	By:  	/s/
Kenneth W. Manne 	 
	 	 	Kenneth W. Manne 	 
	 	 	Vice President – Human Resources. 	 
	 



L-3 Communications Corporation

Supplemental Executive Retirement Plan





11