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EXHIBIT 10.3
AS AMENDED, EFFECTIVE
DECEMBER 13, 2004
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, prior to the beginning
of the calendar year, 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 not less than 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 changed into a greater or
smaller number of shares, the
number of DSU's credited to each Deferral Account
shall be appropriately
adjusted on the same basis as such recapitalization. If
the Company shall make a
distribution in kind on the EMS Shares, or the EMS
Shares shall as a result of a
merger, recapitalization or similar transaction be
converted into different
property or shares, each DSU shall thereafter be deemed
to include or consist of the
property or shares so distributed with respect to
each EMS Share, or into which
each EMS Share was so converted. The provisions of
this Section shall apply to
successive transactions of the type specified herein
that may affect the value of
the property deemed from time to time to be
included in the
DSU's.
ARTICLE III
PAYMENT OF DEFERRED COMPENSATION
3.1 METHOD OF PAYMENT OF
DEFERRED COMPENSATION. The first date on which a
participant is entitled to
receive payment of a particular deferred amount, as
determined under the
provisions of Section 1.2 or paragraph 1.3A, is referred
to
herein as the "Payment
Commencement Date" with respect to such deferred amount.
Payment shall be made in the
form of a lump sum except to the extent
