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L-3 COMMUNICATIONS HOLDINGS,
INC.
1999 LONG TERM PERFORMANCE PLAN
AMENDMENT #1 TO RESTRICTED STOCK
UNIT AGREEMENTS
WHEREAS, L-3
Communications Holdings, Inc. (“L-3”) previously
maintained the L-3 Communications Holdings, Inc. Amended and
Restated 1999 Long Term Performance Plan (the
“Plan”);
WHEREAS, between
August 2, 2006 and February 4, 2008, L-3 awarded
restricted stock units under the Plan to employees of L-3 and its
subsidiaries, the terms of which were governed by Restricted Stock
Unit Agreements (the “RSU Agreements”); and
WHEREAS, on
July 29, 2008, the Compensation Committee of the Board of
Directors of L-3, acting pursuant to Section 8(d) of the Plan,
approved the amendment of the Restricted Stock Unit Agreements as
contemplated hereunder.
NOW THEREFORE,
effective as of July 29, 2008, each of the RSU Agreements is
amended as follows:
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1.
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Section 1 is amended by adding
the following to the end thereof:
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(g)
“Section 409A Change of Control Event” shall mean
a change in ownership or effective control of the Corporation, or
in the ownership of a substantial portion of the assets of the
Corporation, within the meaning of Section 409A(a)(2)(A)(v) of
the Code.
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2.
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The
first sentence of Section 6 is deleted and replaced with the
following:
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Upon the occurrence of a
“change of control” that constitutes a
Section 409A Change of Control Event, the Restricted Period
shall automatically terminate and the Shares shall thereafter be
issued to the Participant in accordance with Section 13. In
the event of any other “change of control,” the
Restricted Period shall not be immediately affected, but shall
subsequently terminate (and the Shares shall thereafter be issued
to the Participant in accordance with Section 13) upon the
earliest to occur of: (a) a Section 409A Change of
Control Event, (b) the Participant’s death, (c) the
six-month anniversary of the termination of the Participant’s
employment with the Corporation and its subsidiaries due to
“disability” (as defined in Section 7(c) hereof) or
(d) the third anniversary of the Grant Date.
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3.
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The
first sentence of Section 7(a) is deleted and replaced with the
following:
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In
the event that the Participant’s employment with the
Co
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