exv10w19






Exhibit 10.19




Exhibit A




Performance Unit Award Notice




	 	 	 	 	 

	A. Participant:
	 	 	 	 
	 

	 	 

	 	 
	B. Grant Date:

	 	February 24, 2011	 	 
	 
	 	 	 	 
	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.
	 
	 	 	 	Portion of Aggregate Target Award for this Performance Measure: 50%
Target Units for this Performance Measure: _________

	 
	 	 	 	Performance Scale:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Diluted	 	 	 	 
	 	 	EPS	 	Cumulative	 	 
	Performance	 	Growth	 	Diluted	 	Unit
	    Levels	 	Rate	 	EPS Required	 	Multiplier
	Maximum
	 	 	> 10.0	%	 	>$	30.51	 	 	 	200	%
	 
	 	 	7.0	%	 	$	28.84	 	 	 	150	%
	Target
	 	 	5.0	%	 	$	27.74	 	 	 	100	%
	 
	 	 	3.5	%	 	$	26.92	 	 	 	75	%
	Threshold
	 	 	2.0	%	 	$	26.16	 	 	 	50	%
	Below Threshold
	 	 	<   2.0	%	 	<$	26.16	 	 	 	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	 	Relative	 	Unit
	Levels	 	TSR	 	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