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Exhibit 10.3
AS ADOPTED, EFFECTIVE
OCTOBER 31, 2003
EMS TECHNOLOGIES, INC.
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
ARTICLE I
DEFERRAL OF COMPENSATION
1.1 PURPOSE AND ELIGIBILITY. This deferred
compensation plan (this "Plan") for
persons serving as members of the Board of
Directors (the "Board") of EMS
Technologies, Inc. (the "Company") who are
not employed by the Company
("Non-Employee Directors") is adopted in
order to allow each Non-Employee
Director to (i) automatically defer a
portion of his or her annual retainer for
service on the Board (the "Retainer") as
set forth in Section 1.2 below, and
(ii) defer the receipt of all or part of
the balance of his or her Retainer and
of his or her other compensation for
service as a member of the Board or
committees thereof (collectively, "Eligible
Compensation") as set forth in
Section 1.3 below.
1.2 AUTOMATIC DEFERRAL. Each Non-Employee
Director will have a portion of his or
her Retainer then in effect automatically
deferred and credited to his or her
Deferral Account as set forth in Sections
2.1 and 2.2 below. The portion of the
Retainer subject to such automatic deferral
shall be determined from time to
time by the Nominating and Governance
Committee of the Board (the "Committee"),
but shall be not less than 40%. Subject to
the other provisions of this Plan,
all amounts deferred under this Section
shall be payable on the tenth day of the
month following the month in which the
participant ceases to be a member of the
Board.
1.3 IRREVOCABLE ELECTION FOR ADDITIONAL
DEFERRAL
A.
Except as provided in paragraph 1.3(B), prior to the first day of
each
calendar year, each Non-Employee Director
shall be entitled to make an
irrevocable election on a form provided by
the Company to receive Eligible
Compensation payable during such year in
cash or to defer payment of all or any
portion thereof into his or her Deferral
Account.
Subject to the other provisions of this Plan, all amounts
deferred
under this Section with respect to a
calendar year shall be payable on the
earlier of: (i) the tenth day of the month
following the month in which the
participant ceases to be a member of the
Board; or (ii) January 10 of the fifth
year following the year of deferral,
subject to the participant's election at
least one year prior to any such date to
defer payment of all or a portion of
the amount then payable for one additional
period of up to five years but not
beyond the date specified in clause (i)
above.
B.
Each Non-Employee Director as of the date of the adoption of this
Plan
by the Board and each person who becomes a
Non-Employee Director during a
calendar year shall, within 30 days after
such date of adoption or the date of
becoming a Non-Employee Director, be
entitled to make the irrevocable election
described in paragraph 1.3(A) for the
remainder of such calendar year, which
election shall be effective only as to
Eligible Compensation earned after the
date thereof.
C. Failure
to file an election for any year as specified in paragraphs
1.3(A) and (B) shall be deemed to be an
election to receive in cash all Eligible
Compensation for such year.
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ARTICLE II
DEFERRAL ACCOUNT; DEFERRED STOCK UNITS
2.1 DEFERRAL ACCOUNT. Amounts deferred
under this Plan shall be credited to a
notional bookkeeping account (a "Deferral
Account") established for each
participant.
2.2 DEFERRED STOCK UNITS. Amounts credited
to each participant's Deferral
Account will be deemed to be invested in
the form of deferred stock units
("DSU's") representing shares of the
Company's $1.00 par value common stock
("EMS Shares"). DSU's are not actual EMS
Shares, and cannot be settled in or
surrendered for EMS Shares. Instead, they
are bookkeeping units that will be
administered by the Company to provide a
return on each Deferral Account equal
to the return that would occur if the
amounts credited to the Deferral Account
were used to purchase EMS Shares on the
dates so credited, including the effects
of immediate reinvestment of any cash
dividends paid from time to time on the
EMS Shares. Holders of DSU's have no voting
rights or any attributes of stock
ownership other than such equivalent
economic return. The number of DSU's
received upon each deferral shall be equal
to the amount thereof divided by the
Fair Market Value (as then defined in the
Company's 1997 Stock Incentive Plan or
any similar successor plan) of the EMS
Shares on the date of the deferral.
2.3 RECAPITALIZATION. If, as a result of a
recapitalization of the Company
(including stock splits), the EMS Shares
shall be
