EXHIBIT 10.15 EMS TECHNOLOGIES, INC. EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

 

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                                                                   EXHIBIT 10.15

 

                                                                      AS AMENDED

 

                                                                  APRIL 30, 1999

 

                             EMS TECHNOLOGIES, INC.

                  EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

 

1.    PURPOSE

 

      The purpose of this Plan is to attract and retain in the employ of the

Company executives of outstanding experience and ability, and to incentivize

them to superior performance. Under this Plan, annual incentive compensation (or

"bonuses") will be based upon performance against financial and non-financial

objectives that are consistent with the objectives of the Company and its

shareholders. Thus, the Plan provides a means of rewarding those who contribute

through their individual performance to the objectives of the Company.

 

2.    DEFINITIONS

 

      Unless the context otherwise requires, the words which follow shall have

the following meaning:

 

      (a)   Plan - This Annual Incentive Compensation Plan for executives.

 

      (b)   Business Unit - A principal subsidiary, business division or group

            of the Company as identified for the purposes of the Plan by the

            Committee.

 

      (c)   Board - The Board of Directors of the Company.

 

      (d)   Company - EMS Technologies, Inc.

 

      (e)   Committee - The Compensation Committee of the Board, which has the

            exclusive authority to interpret and make awards under the Plan.

 

      (f)   Plan Year - A fiscal year of the Company.

 

      (g)   Base Compensation - A Participant's annual salary compensation,

            before reduction for Cafeteria Plan, Savings Incentive Plan, Stock

            Purchase Plan or other elective reductions or deductions, and before

            deduction of any taxes.

 

      (h)   Participant - A person selected in accordance with Section 4 to be

            eligible to receive a bonus in accordance with this Plan.

 

      (i)   Target Incentive - The bonus payable under the Plan in the event

            100% of financial objectives are met and the Participant's

            normalized Performance Score is 100%.

 

3.    ADMINISTRATION AND INTERPRETATION OF THE PLAN

 

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      The Committee shall have the power to (i) approve eligible Participants,

(ii) approve payments under the Plan, (iii) interpret the Plan, (iv) adopt,

amend and rescind rules and regulations relating to the Plan, and (v) make all

other determinations and take all other actions necessary or desirable for the

Plan's administration.

 

      The decision of the Committee on any question concerning the

interpretation and administration of the Plan shall be final and conclusive. The

Committee's determinations may differ in the Committee's sole discretion between

different Participants, irrespective of whether they are similarly situated.

Subject to Section 7, nothing in the Plan shall give any employee or his or her

legal representative or assigns any right to a bonus or otherwise to participate

in the Plan except as the Committee may determine.

 

4.    ELIGIBLE PARTICIPANTS

 

      Participants will be those executives who are designated by the Chief

Executive Officer as being in a position to have a significant impact on profits

and Company performance and are approved by the Committee to receive a bonus

under the Plan. However, if a Change in Control (as defined in Section 7) occurs

prior to the time Participants are determined for the Plan Year in which the

Change in Control occurs, all persons who were Participants in the prior Plan

Year and who are active employees of the Company as of the date of the Change in

Control shall be Participants for such Plan Year.

 

      Except as the Committee may otherwise determine or as provided in Section

7, each Participant for any Plan Year must serve during that Year as an

executive of the Company and be an active employee of the Company when the

Committee approves bonuses after the end of the Plan Year.

 

      The Committee may decide to award a pro-rated bonus to a Participant who

is newly promoted or hired during a Plan Year. Pro-rated bonuses may also be

awarded to Participants who retire with the Company's approval during a Plan

Year and to the estates of Participants who die during a Plan Year.

 

5.    DETERMINATION OF INCENTIVE COMPENSATION AWARDS

 

      Incentive compensation awards shall be determined as set forth in this

Section 5.

 

      (a) DETERMINATION OF TARGETS. During the first calendar quarter of each

      Plan Year, the Target Incentive for each Participant shall be determined

      by the Committee. The Target Incentive shall equal the Participant's Base

      Compensation multiplied by a percentage that is based on the Committee's

      evaluation of the individual Participant's level of responsibility and

      potential to affect Company profits and performance. The Committee shall

      also specify the portions of each individual's Target that are dependent

      on the Company's and/or relevant Business Unit's financial performance

      during the Year.

 

      (b) DETERMINATION OF COMPANY AND BUSINESS UNIT FINANCIAL TARGETS. During

      the first calendar quarter of each Plan Year, the Committee shall set for

      the Company and for each Business Unit the target financial parameters

      against which actual financial performance will be elevated. At a minimum,

      these parameters will include Profit Before Taxes (PBT). The Committee

      shall also determine a formula outlining how the Target Incentives in 5(a)

      will be

 

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      affected if actual performance for PBT is not at the 100% level, and may

      establish such formulas for other specified financial performance

      parameters.

 

      (c) DETERMINATION OF PARTICIPANT PERFORMANCE SCORES. At the end of the

      year, the CEO shall prepare an overall assessment of each Participant's

      contributions. The Committee will use these assessments, together with its

      own assessments (particularly of the CEO), and together with each

      Participant's success in achieving any specific performance objectives

      established for the year, to establish an overall Performance Score for

      each Participant.

 

         The Performance Score guidelines will be:

 

            < 80% for Needs Improvement

            90% for Generally Meets Expectation (3.0 Performance)