EX-10.19



 Exhibit 10.19 
 Exhibit A 
 Performance Unit Award Notice 

 

					
	A. Participant:	 	  
	 	
			
	B. Grant Date:	 	  
	 	
			
	C. Performance Period:	 	1/1/2011 through 12/31/2013	 	
			
	D. Aggregate Target Dollar Award:	 	  
	 	
			
	E. Initial Value Per Performance Unit:	 	  
	 	
			
	F. Aggregate Target Performance Units:	 	  
	 	

 G. Performance Measures: 
  

	 	1.	Growth in Diluted Earnings per Share: The compounded annual growth rate in L-3’s Diluted EPS. “Diluted EPS” means earnings per common share
on a fully diluted basis, determined in accordance with generally accepted accounting principles and as derived from L-3’s audited consolidated financial statements prepared in the ordinary course of business. Diluted EPS shall be adjusted as
contemplated by the terms of the Performance Unit Agreement to exclude certain unusual or nonrecurring items, and for 2012, shall be calculated based on continuing operations. 


Portion of Aggregate Target Award for this Performance Measure: 50% 

Target Units for this Performance Measure:
                     

Performance Scale: 
  

									
	 Performance Levels
	  	Diluted
EPS
Growth
Rate	 	Cumulative
Diluted
EPS
Required	  	Unit
Multiplier	 
	 Maximum
	  	3 10.0%	 	3 $27.45	  	 	200	% 
		  	7.0%	 	$25.96	  	 	150	% 
	 Target
	  	5.0%	 	$25.02	  	 	100	% 
		  	3.5%	 	$24.30	  	 	75	% 
	 Threshold
	  	2.0%	 	$23.62	  	 	50	% 
	 Below Threshold
	  	< 2.0%	 	< $23.62	  	 	0	% 

 Note: Cumulative Diluted EPS based on 2010 adjusted diluted EPS of $8.38 excluding certain unusual or
nonrecurring items contemplated by the Performance Unit Agreement. 







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

Payment Method: Shares of L-3 stock. Subject to the terms of the Performance Unit Agreement, the number of shares will be determined by
multiplying (1) the Target Units for this Performance Measure, by (2) the applicable Unit Multiplier. 
  

	 	2.	Relative Total Stockholder Return: L-3’s TSR compared to the returns of a comparison group of companies (see Appendix 1). “TSR” means, with
respect to a particular company for particular time period, (a) the change in the per-share market price of the company’s common stock (as quoted in the principal market on which it is traded as of the beginning and ending of the period)
plus dividends and other distributions paid per share during such period, divided by (b) the per-share market price of the company’s common stock as quoted as of the beginning of such period, all of which is adjusted for any changes in
company’s equity structure, including but not limited to stock splits and stock dividends. This measure will be assessed by determining L-3’s relative percentile positioning on TSR versus companies included in the comparison group.


 Portion of Aggregate Target Award for this Performance Measure: 50% 

Target Units for this Performance Measure:
                     

Performance Scale: 
  

							
	 Performance Levels
	  	 Relative

TSR
	  	Unit
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 Unit Multiplier will be calculated on a straight-line basis between the two stated Unit Multipliers for those performance levels. 
 Payment Method: Cash. Subject to the terms of the Performance Unit Agreement, the cash amount will be determined by multiplying (1) the Target Units for this Performance Measure, by (2) the
applicable Unit Multiplier, by (3) the fair market value per share of L-3 common stock at end of the Performance Period. 







 Appendix 1 
 The companies included for the Relative Total Stockholder Return assessment are those in the S&P 1500 Aerospace & Defense Index, excluding L-3. This list will be modified by the Compensation
Committee to reflect any changes to companies included in the Index. 
 S&P 1500 Aerospace & Defense Index

  

					
	 	  	 Company
	  	 Ticker

	1.	  	AAR CORP	  	AIR
	2.	  	AEROVIRONMENT INC.	  	AVAV
	3.	  	ALLIANT TECHSYSTEMS INC	  	ATK
	4.	  	AMERICAN SCIENCE AND ENGINEERING INC	  	ASEI
	5.	  	APPLIED SIGNAL TECHNOLOGY	  	APSG
	6.	  	BE AEROSPACE INC	  	BEAV
	7.	  	BOEING CO	  	BA
	8.	  	CERADYNE INC	  	CRDN
	9.	  	CUBIC CORP	  	CUB
	10.	  	CURTISS-WRIGHT CORP	  	CW
	11.	  	ESTERLINE TECHNOLOGIES CORP	  	ESL
	12.	  	GENCORP INC	  	GY
	13.	  	GENERAL DYNAMICS CORP	  	GD
	14.	  	GOODRICH CORP	  	GR
	15.	  	HONEYWELL INTERNATIONAL INC	  	HON
	16.	  	ITT CORP	  	ITT
	17.	  	LOCKHEED MARTIN CORP	  	LMT
	18.	  	MOOG INC	  	MOG.A
	19.	  	NATIONAL PRESTO INDUSTRIES INC	  	NPK
	20.	  	NORTHROP GRUMMAN CORP	  	NOC
	21.	  	ORBITAL SCIENCES CORP.	  	ORB
	22.	  	PRECISION CASTPARTS CORP	  	PCP
	23.	  	RAYTHEON CO	  	RTN
	24.	  	ROCKWELL COLLINS INC	  	COL
	25.	  	TELEDYNE TECHNOLOGIES INC	  	TDY
	26.	  	TRIUMPH GROUP INC	  	TGI
	27.	  	UNITED TECHNOLOGIES CORP	  	UTX