EX-10.6






Exhibit 10.6




AMENDMENT TO

AGREEMENT

dated as of June 2, 2006




     THIS AMENDMENT, dated ____________, 2008, is entered into by and between EMS Technologies,
Inc., a Georgia corporation (the “Company”), and Paul B. Domorski (“Domorski”) for the purpose of
amending, effective the date hereof, the Agreement (the “Agreement”) between the parties dated as
of June 2, 2006, in order to conform the terms of the Agreement to certain requirements of the
Internal Revenue Code of 1986, as amended, and regulations thereunder.



     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
parties hereby agree as follows:



     1. Paragraph III.2(a) of the Agreement is amended by substituting in its entirety the
following for the proviso to such paragraph:




provided, however, that the salary payments provided for hereunder
shall be paid in a single lump sum payment, to be paid not earlier than six months
and one day, and not later than seven months, after his termination of employment;
provided, further, that the amount of such lump sum payment shall
be determined by taking the salary payments to be made and discounting them to
their Present Value on the date Domorski’s employment is terminated, increased by
interest on such amount for each day from the 31st day after termination
of employment until the date of payment, calculated on a daily basis at a rate per
annum equal to the rate used to determine such Present Value. For purposes hereof,
Domorski’s “current salary” shall be the highest rate in effect during the
six-month period prior to Domorski’s termination.



     2. The fourth sentence of paragraph III.2(b) of the Agreement is amended to provide in its
entirety as follows:




If the terms of any healthcare plan referred to in this paragraph do not permit
continued participation by Domorski as required by this paragraph, or if the
healthcare benefits to be provided to Domorski and his dependents pursuant to this
paragraph cannot be provided in a manner such that the benefits will be tax-free to
them, then the Company shall (A) pay to Domorski monthly during the Continuation
Period an amount equal to the monthly rate for comparable COBRA coverage under such
healthcare plan for former active employees, minus the amount active employees are
then paying for such coverage, plus an additional amount as necessary to reimburse
Domorski for the additional taxes payable on both such additional compensation and
such additional amount at a combined tax rate of 45%, and (B) permit Domorski and
his dependents to elect to



 









 






participate in such healthcare plan for the Continuation Period upon payment of the
applicable rate for COBRA coverage, provided, however, that the
first such payment under the foregoing clause (A) shall be made not earlier than
six months and one day, and not later than seven months, after his termination of
employment and shall include all amounts so payable with respect to the first seven
months following such termination.



     3. Except as expressly modified by this Amendment to Agreement, all terms and conditions of
the Agreement shall remain in full force and effect in accordance with their original terms.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officers and Domorski has hereunder set his hand, on the date first above written.



	 	 	 	 	 
	 	EMS TECHNOLOGIES, INC.

 	 
	 	
 	 
	 	By:  John B. Mowell 	 
	 	Title:  	Chairman of the Board 	 
	 



(Corporate Seal)




	 	 	 	 	 
	 	 	 
	 	Attest:  	
 	 	 
	 	 	William S. Jacobs 	 
	 	 	Secretary 	 



	 	 	 	 	 
	 	

 	 
	 	Paul B. Domorski