EX-10.11



 Exhibit 10.11 

Exhibit A 
 Performance Cash
Award Notice 
  

			
	A. Participant:	  	  

		
	B. Grant Date:	  	February 19, 2014
		
	C. Performance Period:	  	1/1/2014 through 12/31/2016
		
	D. Aggregate Target Award Value:	  	  

		
	E. Performance Measure(s):	  	

  

	 	1.	Relative Total Stockholder Return: This measure will be assessed based on the percentile positioning of L-3’s TSR as compared to the TSRs of the Peer Companies, calculated using the Percentrank
formula in Microsoft Excel on a basis that excludes L-3’s TSR from the Percentrank data array. 

 “TSR”
means, with respect to any company, the value calculated by dividing (i) the average of the Company’s per share closing prices during the one-month period ending on the last day of the Performance Period, by (ii) the average of the
Company’s per share closing prices during the one-month period ending on the date immediately prior to the first day of the Performance Period, and then subtracting one (1); provided, that all closing prices shall be adjusted to reflect
(a) the cumulative effect of the reinvestment of dividends as of their respective ex-dividend dates, beginning with the first ex-dividend date that is on or after the first day of the one-month period referred to in clause (ii) above; and
(b) any equity restructuring, as defined in Statement of Financial Accounting Standards 123R, which affects the company’s shares and which is not otherwise accounted for under clause (a) above. 

“Peer Companies” means the companies listed on Appendix 1 hereto; provided, that in the event of a merger, acquisition or
business combination transaction to which a Peer Company is a party, if the stockholders of the Peer Company immediately prior to the event shall, collectively as a group, have beneficial ownership of less than 50 percent of the outstanding voting
securities of the surviving or resulting entity immediately after the event, then such Peer Company shall not be considered a Peer Company for any purpose (including during any time period prior to such transaction). 

Portion of Aggregate Target Award Value for this Performance Measure: 100% 







 Performance Scale: 
  

									
	 Performance Levels
	  	Relative TSR	 	  	Award
Multiplier	 
	 Maximum
	  	 	> 74th percentile	  	  	 	200	% 
		  	 	63rd percentile	  	  	 	150	% 
	 Target
	  	 	50th percentile	  	  	 	100	% 
	 Threshold
	  	 	40th percentile	  	  	 	50	% 
	 Below Threshold
	  	 	< 40th percentile	  	  	 	0	% 

 In the event that the level of actual performance exceeds the Threshold and falls between two of the stated
performance levels listed above, the Award Multiplier will be calculated on a straight-line basis between the two stated Award Multipliers for those performance levels. 







 Appendix 1 

The companies included for the Relative Total Stockholder Return assessment are those listed below. 

 

					
	 	 	 Company
	  	 Ticker

	1.	 	ALLIANT TECHSYSTEMS INC	  	ATK
	2.	 	BAE SYSTEMS PLC (ADR)	  	BAESY
	3.	 	CACI INTERNATIONAL INC	  	CACI
	4.	 	EXELIS INC	  	XLS
	5.	 	GENERAL DYNAMICS CORP	  	GD
	6.	 	HARRIS CORP	  	HRS
	7.	 	HUNTINGTON INGALLS INDUSTRIES INC	  	HII
	8.	 	LEIDOS HOLDINGS INC	  	LDOS
	9.	 	LOCKHEED MARTIN CORP	  	LMT
	10.	 	MANTECH INTERNATIONAL CORP	  	MANT
	11.	 	NORTHROP GRUMMAN CORP	  	NOC
	12.	 	RAYTHEON CO	  	RTN
	13.	 	ROCKWELL COLLINS INC	  	COL
	14.	 	TEXTRON INC	  	TXT
	15.	 	URS CORP	  	URS