EX-10.2 RESTRICTED STOCK AGREEMENT



 







Exhibit 10.2




EMS Technologies, Inc.

1997 Stock Incentive Plan




Restricted Stock Award

Restriction Agreement

With

Paul B. Domorski




June 2, 2006




Dear Paul:



The EMS 1997 Stock Incentive Plan (the “Plan”) is intended as an incentive to achieve the
objectives of EMS Technologies, Inc. (the “Company”), through employee participation in the
Company’s success and growth. The Plan provides an opportunity for eligible employees to acquire or
increase their proprietary interest in the Company, and, as to officers, is administered by the
Compensation Committee of the Board of Directors (the “Committee”). The Committee has granted you
an award of Restricted Stock (as defined in the Plan) effective the date hereof, and has authorized
me to prepare and enter into this Restriction Agreement with you.



In consideration of the mutual covenants herein contained, and for other good and valuable
consideration, the Company and you as an employee of the Company do hereby agree as follows:



1. Grant of Shares. Pursuant to action of the Committee, the Company has granted to you 20,000
shares of Restricted Stock (the “Shares”). This award is in all respects made subject to the terms
and conditions of the Plan, a copy of which has been provided to you. By signing and returning a
copy of this Agreement to the Company, you agree to all of the terms and conditions of the Plan for
yourself, any designated beneficiary and your heirs, executors, administrators or personal
representatives. Terms used in this Agreement which are defined in the Plan shall have the meanings
set forth in the Plan. In the event of any conflict between the Plan and this Agreement, the Plan
shall control.



As soon as practicable following your execution of this Agreement, a certificate or certificates
representing the Shares, and bearing the legend described below in Section 6, will be issued in
your name. Upon issuance of the certificates representing the Shares, you shall have all rights of
a stockholder with respect to the Shares, including the right to vote and, subject to Section 10 of
this Agreement, to receive all dividends or other distributions paid or made with respect to the
Shares; provided, however, that the Shares (and any securities of the Company which may be issued
with respect to the Shares by virtue of any dividend reinvestment, stock split, combination, stock
dividend or recapitalization, which securities shall be deemed to be “Shares” hereunder) shall be
subject to the terms and all of the restrictions set forth in this Agreement.



2. Restriction. Until this restriction (the “Restriction”) has lapsed pursuant to Section 3 or 4
below, you may not sell, exchange, assign, transfer, pledge or otherwise dispose of the Shares, and
the Shares shall be subject to forfeiture as set forth in Section 5 below.




 









 







3. Lapse of Restriction by Passage of Time. The Restriction shall lapse and have no further force
or effect, (a) as to 10,000 shares, the second anniversary of the date of this Agreement, and (b)
as to the remaining 10,000 shares, the third anniversary of the date of this Agreement.



4. Lapse of Restriction by Death or Disability. The Restriction shall lapse, and shall have no
further force or effect, upon your death or disability (as defined in the Plan), but not earlier
than December 2, 2006. You may provide to the Company a written designation in a form approved by
counsel for the Company naming a person or persons who shall receive the Shares in the event of
your death. If there is no such designation in effect at the time of your death, the Shares shall
be delivered to and become an asset of your estate.



5. Forfeiture of Shares. Except as may otherwise hereafter be determined by the Committee, in the
event of termination of your employment with the Company due to your voluntary resignation or
involuntary discharge prior to lapse of the Restriction under Section 3 or 4, or in the event you
provide services to a competitor of the Company or any Subsidiary of the nature described in
Section 9.2 of the Plan prior to such lapse (whether or not known to the Company at that time), you
shall immediately forfeit all right, title and interest to the Shares, regardless of whether
unrestricted certificates evidencing the Shares shall have theretofore been delivered to you, and
such Shares shall be cancelled or transferred to the Company by you, without consideration to you
or your executor, administrator, personal representative or heirs.



6. Endorsement and Retention of Certificates. All certificates representing the Shares shall be
endorsed on the reverse thereof with the following legend:



“The shares of stock represented by this certificate and the sale, transfer or other disposition of
such shares are restricted by and subject to a Restriction Agreement dated June 2, 2006, between
the registered holder and the Company, a copy of which is on file with the Secretary of the
Company.”



All certificates for Shares shall be held by the Company until the restrictions thereon shall have
lapsed. As a condition to this award, you shall execute and deliver to the Company a stock power in
the form attached hereto, endorsed in blank, relating to the Shares, as set forth in the Plan.



Upon lapse of the Restriction pursuant to Section 3 or 4 of this Agreement without a prior
forfeiture of the Shares, a certificate or certificates for an appropriate number of unrestricted
Shares shall be delivered to you and the certificate with the legend indicated above shall be
cancelled.



7. Withholding Taxes. You hereby authorize the Company to withhold, at the time of lapse of the
Restriction on the Shares pursuant to Section 3 or 4 above, or at such earlier date as the award of
the Shares shall become taxable to you, from compensation otherwise owing to you, an amount equal
to any taxes required to be withheld by federal, state or local law with respect to income
resulting from such lapse or other taxable event. In the event the compensation otherwise due to
you at that time is for any reason insufficient to provide for such payment, you agree that, as a
condition of the delivery to you of certificates evidencing the Shares, you will deliver to the
Company a cashier’s check, or


 









 






personal check satisfactory to the Company, in an amount equal to such withholding taxes or any
balance thereof.



Notwithstanding the foregoing, at your election the foregoing withholding taxes may be paid by you
by authorizing the Company to withhold and cancel a portion of the Shares otherwise deliverable to
you, in that number of shares having a Fair Market Value (as defined in the Plan) on the date that
taxable income is recognized equal to the amount of such taxes thereby being paid. Such election
shall be made on or before such date, shall be irrevocable, and shall be submitted in writing to
the Treasurer of the Company.



8. No Rights to Continued Employment. Nothing herein confers on you any right to continue in the
employ of the Company or of any parent or subsidiary of the Company.



9. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and
its successors and assigns, and you and your executor, administrator, personal representative and
heirs.



10. Dividends. Any cash dividends which may become payable on the Shares shall be held by the
Company for your account until the Restriction lapses. In such event the Company shall pay interest
on the amount so held as determined by the Committee, and the accumulated amount of such dividends
and interest shall be paid to you upon the lapse of the Restriction. Any such cash shall be
governed by the Restriction, the Restriction with respect to any such cash shall lapse as provided
in Sections 3 and 4 of this Agreement, and any such cash shall be forfeited pursuant to Section 5
to the extent that the Shares on which such dividends were paid shall be so forfeited.




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



This Agreement has been prepared in duplicate. Please indicate your acceptance by signing in the
space provided below, and return an original for the Company’s records.



IN WITNESS WHEREOF, the Company, acting through the Committee, has caused this agreement to be duly
executed and you have hereunto set your hand and seal, all as of the day and year first written
above.




	 	 	 	 	 
	 	EMS TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	John B. Mowell 	 
	 	 	Chairman of the Board 	 
	 



	 	 	 
	Accepted and Agreed:
	 	 
	 
	 	 
	 
	 	 
	 

Paul B. Domorski

	 	 






 









 





STOCK TRANSFER POWER




The undersigned,                                         ,  hereby sells, assigns and transfers unto
                                        , , and hereby irrevocably constitutes and appoints EMS
Technologies, Inc. as his or her true and lawful attorney-in-fact, with full power of substitution,
to transfer on the stock records of EMS Technologies, Inc., all right, title and interest of the
undersigned in and to,                                          shares of the Common Stock of EMS Technologies, Inc.
evidenced by certificate number
                                        , dated                              , 2006.



	 	 	 	 	 	 	 	 	 
	 
 


	 	, 2006
	 	  
	 	 
 

Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul B. Domorski
 

	 	 
	 

	 	 	 	 	 	Printed Name	 	 






	 	 	 	 	 
	Witness: