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Performance Unit Award
Notice
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July 29,
2008
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6/28/2008
through 12/31/2010
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D. Aggregate
Target Dollar Award:
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E. Initial
Value Per Performance Unit:
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F. Aggregate
Target Performance Units:
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1.
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Growth in Diluted Earnings per
Share :
The compounded annual growth rate in L-3’s Diluted EPS.
“Diluted EPS” means earnings per common share on a
fully diluted basis, determined in accordance with generally
accepted accounting principles and as derived from L-3’s
audited consolidated financial statements prepared in the ordinary
course of business. Diluted EPS shall be adjusted as contemplated
by the terms of the Performance Unit Agreement to exclude certain
unusual or nonrecurring items.
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Portion of Aggregate Target Award
for this Performance Measure: 50%
Target Units for this Performance Measure:
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Performance Scale:
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Diluted
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EPS
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Cumulative
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Performance
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Growth
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Diluted
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Unit
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Levels
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Rate
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EPS Required
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Multiplier
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³
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15
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%
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³
$
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20.48
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200
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%
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12
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%
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$
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19.28
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150
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%
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10
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%
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$
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18.52
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100
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%
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9
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%
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$
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18.14
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75
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%
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8
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%
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$
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17.77
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50
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%
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<
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8
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%
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<
$
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17.77
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0
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%
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Note:
Cumulative Diluted EPS based on 2007 Diluted EPS of $5.99 excluding
certain unusual or nonrecurring items contemplated by the
Performance Unit Agreement.
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In
the event that the level of actual performance exceeds the
Threshold and falls between two of the stated performance levels
listed above, the Unit Multiplier will be calculated on a
straight-line basis between the two stated Unit Multipliers for
those performance levels.
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Payment Method: Shares of L-3 stock.
Subject to the terms of the Performance Unit Agreement, the number
of shares will be determined by multiplying (1) the Target
Units for this Performance Measure, by (
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