EX-10.17






Exhibit 10.17




CONFIDENTIAL MEMORANDUM

and

2000 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




	 	 	 	 	 
	TO:
	 	 	 	 
	 
	 	 	 	 
	FROM:

	 	Paul B. Domorski, CEO	 	 
	 
	 	 	 	 
	SUBJECT:

	 	Restricted Stock Award
	 	DATE:





I am pleased that you have been selected by the Stock Incentive Plan Committee of the Board of
Directors to receive an award of restricted shares of the Common Stock of EMS Technologies, Inc.
When signed by you and validated by the initials of the Company’s Human Resources Director, this
Memorandum will be the Agreement governing the award.



Upon your signing this Memorandum, the shares will be issued in your name, but will be held by the
Company until they are vested as a result of your continued employment as specified below. If your
employment is terminated by you or the Company before the vesting date, the shares will revert to
the Company, as authorized by your signature on this Memorandum. After the shares have vested,
they are no longer subject to forfeiture. Upon vesting, you will incur taxable income equal to the
shares’ fair market value on the date of vesting. If you wish, at that time you may use some of
the shares to pay the withholding and employment taxes that you will owe.



Your award has the following terms:





Shares                                         Vesting Date


Your option is also subject to the other terms specified in the Terms of Restricted Stock, Form
5/02/08, including provisions for accelerated vesting or sale in the event of death or disability.
That document is available on our intranet, MyEMS\EMSTOnline. To view this document, start from
the Home page of MyEMS, select the tab Document Library at the top of the page. Scroll down and
select the folder on the left called Documents. Now select Human Resources and then Stock Plans.
At this site, you will also find the 2000 Plan, and the Prospectus that describes our restricted
stock and outlines information, such as tax consequences, related to your shares



This award was recommended by EMS management based on your current and potential contributions to
our Company’s overall success. It is a long-term incentive, and for this reason full vesting
requires continued employment for four years. It is our hope and goal that, as a result of our
combined efforts over those years, and the achievement of our annual performance objectives, EMS
stock will become worth substantially more than it is today, and that this award will thus have a
growing value to you and the attainment of your financial objectives. In this way, the restricted
stock program allows top performers to share in the Company’s long-term growth and success.



                    , thank you for your contributions to EMS Technologies. Your talents and hard work are
important reasons for the Company’s exciting future. I look forward to continuing our work
together to achieve our potential for success.




***********************************************




	 	 	 	 	 
	I acknowledge and accept this Restricted Stock Agreement, including the

terms and conditions set forth in Terms of Restricted Stock, Form 5/02/08. 

hereby irrevocably constitute and appoint EMS Technologies, Inc.

as my true and lawful attorney-in-fact, with full power of substitution, to transfer

on its stock records all of my right, title and interest in and to the shares of its

Common Stock awarded under this Agreement, in the event of my termination

of employment prior to the vesting date(s) specified herein.	 	
I further






	 	 	 	 	 	 	 
	
 



	 	 

	,	 2008
	 	
	 

Signature

	 	 

	 	
	 	Director, Human

Resources





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