EX-10.4 LETTER DATED 6-6-06 A.HANSEN



 







EXHIBIT 10.4




	 	 	 
	 

	 	EMS Technologies, Inc.
	 

	 	660 Engineering Drive
	 

	 	PO Box 7700
	 

	 	Norcross, GA 30091-7700
	 

	 	Tel: (770) 263-9200
	 

	 	www.ems-t.com






June 2, 2006




Mr. Al Hansen

4609 Chattahoochee Crossing

Marietta, GA 30067




Dear Al:



EMS Technologies, Inc. is pleased to continue your employment as Senior Adviser to the Board and
CEO, with your employment status changing from Full Time Regular to Occasional. In this position
you will receive requests for advisory services from the Chairman of the Board or the CEO, and are
expected to be available on an as-needed basis during normal business hours, subject to your prior
personal plans. The maximum number of hours of services you would be expected to provide is 1,000
over the course of a year. Your start date in this new position is July 22, 2006, and the
arrangement will continue for a period of two years. Effective the date of this letter, you have
resigned from your current positions as an officer and director of the Company and its various
subsidiaries, and your title is Senior Adviser.



Salary: You will be paid by EMS through the normal payroll process, at an annual rate of $225,000.
EMS will withhold applicable taxes from your paycheck and will pay its share of all state and
federally mandated employment taxes. Since you will be an EMS employee, earnings for your time
worked will be reported on a W-2 and not on a separate 1099.



2006 Incentive Compensation: In recognition of your contributions to the Company’s performance
during 2006, you will participate in the Executive Annual Incentive Compensation Plan for 2006, at
the previously approved level of 70% of your base salary actually earned during 2006 (including
salary earned as an Adviser as provided in this letter).



Vacation Pay & Termination Date: You currently have accrued a vacation bank of 320 hours. Rather
than pay this vacation in a lump sum, you will continue to work according to the needs of the
business and remain a Regular Full Time Employee. You will be paid at your old rate for 40 hours
of vacation per week until your vacation bank runs out on July 21, 2006. You will be transferred
to Occasional status on that date and begin your new salary at the rate outlined above.



Benefits: Occasional employees are not eligible for most Company benefits. Except as described
below, you will not receive service credit for your time, or otherwise participate in any way, in
benefit programs where service is a determining factor, such as vacation. Your medical and other
insurance benefits will cease as of midnight on July 21, 2006. Under federal law, you are entitled
to continue your medical coverage through COBRA for a limited additional period, and standard COBRA
forms will be forwarded to you in the near future. If you elect COBRA coverage, you will be
responsible for paying the appropriate premiums.




 









 








Page Two

Mr. Al Hansen

June 2, 2006



You will be entitled to continue to use the automobile currently provided to you for the period you
serve as a Senior Adviser under these arrangements, but not longer than the expiration of the
current lease on that automobile. However, you will no longer be eligible for Company payment of
club dues or for financial counseling services.



Retirement & Stock Purchase Plans: Under the terms of the Retirement Program, and based on your
age and years of service, and on the circumstances of your change in status, you will qualify for
participation in the Company’s contribution for 2006 under the Retirement Benefit Plan, which is
expected to be made in April 2007. However, you will not be eligible to continue to make
additional contributions under the 401(k) Plan, except from amounts remaining to be paid to you as
a result of your service as a Full Time Regular employee.



You will not be eligible to continue to make contributions under the Stock Purchase Plan, or to
receive further Company matching contributions. However, you are entitled to withdraw your share
balance or to have it sold on your behalf. Appropriate forms and details as to your alternatives
may be obtained from Human Resources.



Stock Options: Because you continue to be an employee, your existing options remain exercisable,
and will continue to become exercisable, in accordance with their respective terms. In particular,
assuming completion of the anticipated two-year term of these arrangements, two additional tranches
of 3,300 shares each under the option granted February 4, 2005, and two tranches of 5,000 shares
each under the option granted February 17, 2006, will become exercisable (assuming the performance
conditions are met for the 2006 option).



Non-Competition: In addition to your obligations with respect to conflicts of interest, and to
provisions of the Stock Incentive Plan and Retirement Benefit Plan concerning non-competition, you
agree that the continuation of these employee arrangements, and payments to you of salary or of
2006 incentive compensation, are conditioned on your not commencing, or agreeing to commence,
during the term of these arrangements the provision of services, whether as an employee, officer,
director, independent contractor, agent or otherwise (such services being of a nature that could
reasonably be expected to involve the skills and experience used or developed by you while an
employee of EMS), to any business organization that provides or seeks to provide products or
services that are competitive with products or services provided by the Company.



Participation in Certain Organizations: During your period of employment as provided in this
letter, the Company will pay the reasonable travel expenses of you and your spouse for your
participation in the principal annual events of the Arnold Air Society and the Royal International
Air Tattoo.




 









 








Page Three

Mr. Al Hansen

June 2, 2006



Other Agreements: You are still bound by the employee agreement dealing with inventions and
non-disclosure and Terms of Employment which you previously signed. Any legal issues relating to
your employment will be governed by and determined in accordance with the laws of the State of
Georgia.



Please indicate your acceptance of these arrangements by signing, dating, and returning one of the
enclosed copies of this letter to Mike Robertson in the Human Resources Department. The other copy
is for your own records.



I look forward to continuing working with you at EMS Technologies, Inc. If you have any questions,
please feel free to call me.




Sincerely,





EMS Technologies, Inc.




John B. Mowell

Chairman of the Board




Enclosures



Accepted By:    
               
              
              
              
               
      Date: