SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

EMS Technologies, Inc.

(Name of Issuer)

Common Stock, $.10 par value

(Title of Class of Securities)

26873N108

(CUSIP Number)

Jerome J. Lande

MMI Investments, L.P.

1370 Avenue of the Americas

New York, New York 10019

(212) 586-4333

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 1, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON MMI Investments, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,182,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,182,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,182,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON MMI Plus, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,700
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,700
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

3

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON MCM Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,184,700
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,184,700
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,184,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON Clay B. Lifflander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -1
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -1
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%1
14	TYPE OF REPORTING PERSON IN

____________________

1 See Item 5.

5

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON Jerome J. Lande
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

____________________

1 See Item 5.

6

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON Theodore E. Martin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

____________________

1 See Item 5.

7

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON Samme L. Thompson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

____________________

1 See Item 5.

8

CUSIP NO. 26873N108

1	NAME OF REPORTING PERSON Carroll R. Wetzel, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

____________________

1 See Item 5.

9

CUSIP NO. 26873N108

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)           This statement is being filed on behalf of (i) MMI Investments, L.P., a Delaware limited partnership (“MMI Investments”), (ii) MMI Plus, L.P., a Delaware limited partnership (“MMI Plus”), (iii) MCM Capital Management, LLC, a Delaware limited liability company that is the sole general partner of MMI Investments and MMI Plus (“MCM”), (iv) Clay B. Lifflander (“Mr. Lifflander”), (v) Jerome J. Lande (“Mr. Lande”), (vi) Theodore E. Martin (“Mr. Martin”), (vii) Samme L. Thompson (“Mr. Thompson”) and (viii) Carroll R. Wetzel, Jr. (“Mr. Wetzel”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Set forth on Schedule I, annexed to Amendment No. 3 to the Schedule 13D (“Schedule I”), is the name, business address and present principal occupation or employment, and the name and address of any corporation or other organization in which such occupation or employment is conducted, of each voting member (each of whom is also an executive officer) of MCM as of the date hereof.

(b)           The principal business address of MMI Investments, MMI Plus, MCM, Mr. Lifflander and Mr. Lande is 1370 Avenue of the Americas, New York, New York 10019.

The principal business address of Mr. Martin is 6566 Highcroft Drive, Naples, FL 34119.  The principal business address of Mr. Thompson is c/o Telit Associates, Incorporated, 1430 North Astor Street, Unit 12BC, Chicago, IL 60610.  The principal business address of Mr. Wetzel is 1248 Greacen Point Road, Mamaroneck, NY 10543.

(c)           MMI Investments and MMI Plus are engaged primarily in the business of investing in publicly traded securities.  MCM is the sole general partner of MMI Investments and MMI Plus and its principal business is investing in publicly traded securities.  The principal occupation of Mr. Lifflander is serving as President of MCM.  The principal occupation of Mr. Lande is serving as a Partner of MCM.  The principal occupation of Mr. Thompson is serving as the President of Telit Associates, Incorporated, a strategy consulting and financial advisory firm that focuses on telecom and information technology.  Mr. Martin is retired and serves as a director of C. R. Bard Corporation, whi ch is engaged in the design, manufacture, packaging, distribution and sale of medical, surgical, diagnostic and patient care devices, and as a director of Ingersoll-Rand plc, a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency.  Mr. Wetzel is retired and serves as a director of Exide Technologies, a global leader in stored electrical energy solutions, and one of the largest manufacturers and suppliers of lead-acid batteries for transportation and industrial applications in the world, and as a director of PHH Corporation, a leading outsource provider of mortgage and fleet management services.

(d)           No Reporting Person nor, to each Reporting Person’s knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(d) of Schedule 13D.

(e)           No Reporting Person nor, to each Reporting Person’s knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(e) of Schedule 13D.

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CUSIP NO. 26873N108

(f)           Each of Messrs. Lifflander, Lande, Martin, Thompson and Wetzel and, to each Reporting Person’s knowledge, each of the individuals identified on Schedule I, is a citizen of the United States.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 1, 2011, MMI Investments delivered a letter to the Issuer (the “Nomination Letter”) nominating Jerome J. Lande, Theodore E. Martin, Samme L. Thompson and Carroll R. Wetzel, Jr. (the “Nominees”), and announcing its intention to solicit proxies, for their election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2011 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) are hereby amended to add the following:

(a), (b)   As of the date hereof, none of Messrs. Lande, Martin, Thompson or Wetzel directly owned any Shares.  Each of Messrs. Lande, Martin, Thompson and Wetzel, as members of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the Shares owned in the aggregate by the other Reporting Persons.  Each of Messrs. Lande, Martin, Thompson and Wetzel disclaims beneficial ownership of such Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On February 1, 2011, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to jointly file statements on Schedule 13D with respect to the securities of the Issuer.  This agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 1, 2011, MMI Investments entered into an indemnification agreement with each of the Nominees pursuant to which it agreed to indemnify each of the Nominees from and against claims arising from the solicitation of proxies from the Issuer’s shareholders in connection with the Annual Meeting (the “Solicitation”) and any related matters.  A form of this indemnification agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On February 1, 2011, MMI Investments entered into a letter agreement with each of Messrs. Martin, Thompson and Wetzel pursuant to which it agreed to, among other things, pay all costs related to the Solicitation, pay each of Messrs. Martin, Thompson and Wetzel $50,000 in cash upon the submission of the Nomination Letter, and reimburse each of Messrs. Martin, Thompson and Wetzel for legal fees incurred by them in connection with the review of documents relating to their nomination in an amount not to exceed $5,000 each.  A form of this letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

11

CUSIP NO. 26873N108

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1   Joint Filing Agreement, dated February 1, 2011.

99.2   Form of Indemnification Agreement, dated February 1, 2011.

99.3   Form of Letter Agreement, dated February 1, 2011.

12

CUSIP NO. 26873N108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 3, 2011

MMI INVESTMENTS, L.P.
By:	MCM Capital Management, LLC General Partner
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

MMI PLUS, L.P.
By:	MCM Capital Management, LLC General Partner
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

MCM CAPITAL MANAGEMENT, LLC
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

/s/ Clay B. Lifflander

CLAY B. LIFFLANDER

/s/ Jerome J. Lande

JEROME J. LANDE

13

CUSIP NO. 26873N108

/s/ Carroll R. Wetzel, Jr.

CARROLL R. WETZEL, JR.

/s/ Theodore E. Martin 

THEODORE E. MARTIN

/s/ Samme L. Thompson 

SAMME L. THOMPSON

14

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.10 per share, of EMS Technologies, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated February 1, 2011

MMI INVESTMENTS, L.P.
By:	MCM Capital Management, LLC General Partner
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

MMI PLUS, L.P.
By:	MCM Capital Management, LLC General Partner
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

MCM CAPITAL MANAGEMENT, LLC
By:	/s/ Jerome J. Lande
	Jerome J. Lande
	Executive Vice President

/s/ Clay B. Lifflander

CLAY B. LIFFLANDER

/s/ Jerome J. Lande

JEROME J. LANDE

/s/ Carroll R. Wetzel, Jr.

CARROLL R. WETZEL, JR.

/s/ Theodore E. Martin 

THEODORE E. MARTIN

/s/ Samme L. Thompson 

SAMME L. THOMPSON

EX-99.2

Exhibit 99.2

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of ___________, 2011, by and between MMI Investments, L.P. (the “Indemnitor”) and ______________ (“Indemnitee”).

WHEREAS, the Indemnitor has asked the Indemnitee, and Indemnitee has agreed, to be named and serve a nominee of Indemnitor for election to the Board of Directors of EMS Technologies, Inc. (the “Company”) at the 2011 annual meeting of stockholders of the Company or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations postponement thereof (the “Annual Meeting”); and

WHEREAS, the Indemnitor and/or its representatives and affiliates may, in appropriate circumstances, solicit proxies from the stockholders of the Company in support of Indemnitee’s election as a director of the Company at the Annual Meeting (the “Solicitation”).

NOW, THEREFORE, in consideration of the foregoing and with the understanding on the part of the Indemnitor that the Indemnitee is relying on this Agreement in agreeing to be a nominee as aforesaid and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby hereto agree as follows:

1.           Certain Definitions. As used in this Agreement, the following defined terms have the meanings indicated below:

“Claim” means any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, formal or informal investigative or other), whether instituted by the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding.

“Expenses” means all reasonable attorneys’ fees and all other reasonable fees, costs, expenses and obligations paid or incurred in connection with the Solicitation or related matters, including without limitation, investigating, defending or participating (as a party, witness or otherwise) in (including on appeal), or preparing to defend or participate in, any Claim relating to any Indemnifiable Event including the costs and expenses of the Indemnitee seeking enforcement of this Agreement.

“Indemnification Amount” shall mean $5,000,000.

“Indemnifiable Event” means any event or occurrence relating to or directly or indirectly arising out of, or any action taken or omitted to be taken in connection with the Solicitation or related matters, but not in Indemnitee’s capacity as a director of the Company if he is so elected.

“Loss” means any and all damages, judgments, fines, penalties, amounts paid or payable in settlement, deficiencies, losses and Expenses (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Losses).

2.           Indemnification. (a) In the event Indemnitee in his capacity as a nominee for election to Company’s Board of Directors at the Annual Meeting was, is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a Claim by reason of (or arising or allegedly arising in any manner out of or relating to in whole or in part) an Indemnifiable Event, the Indemnitor, to the fullest extent permitted by applicable law, shall indemnify and hold harmless the Indemnitee from and against any and all Losses suffered, incurred or sustained by Indemnitee or to which Indemnitee becomes subject, resulting from, arising out of or relating to such Claim; provided , however, that in no event shall Indemnitor have aggregate liability for Losses pursuant to this Agreement in excess of the Indemnification Amount. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement (i) for Claims arising from Indemnitee’s criminal actions, fraud, negligence, bad faith, or willful misconduct or (ii) for which payment is prohibited by applicable law.

(b)           In the case of the commencement of any action against Indemnitee in respect of which he may seek indemnification from the Indemnitor hereunder, the Indemnitor may, by written notice to the Indemnitee, elect to assume the defense thereof (with counsel reasonably satisfactory to the Indemnitee), including, without limitation, the negotiation and approval of any settlement of such action. After notice from the Indemnitor to the Indemnitee of the Indemnitor’s election so to assume the defense thereof, the Indemnitor will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by him in connection with the defense thereof other than reasonable costs of investigation and preparation therefor (including, without limitation, appearing as a witness and reasonable fees and expenses of legal counsel in connection therewith). If, in any action for which indemnity may be sought hereunder, the Indemnitor shall not have timely assumed the defense thereof with counsel reasonably satisfactory to Indemnitee, or Indemnitee shall have been advised by his counsel that it would constitute a conflict of interest for the same counsel to represent both him and the Indemnitor or both him and any other Indemnitee in such action, or if Indemnitee may have separate or additional defenses with regard to such action, Indemnitee shall have the right to employ his own counsel reasonably satisfactory to the Indemnitor in such action, in which event the Indemnitor shall reimburse Indemnitee for all reasonable legal fees and expenses incurred by him in connection with the defense thereof. The Indemnitor shall in no event be liable for any settlement of any action effected without its prior written consent (which consent shall not be unreasonably withheld). The Indemnitor shall not settle any Claim in any manner that would impose any expense, penalty, obligation or liability on Indemnitee, or would contain language (other than a recitation of any amounts to be paid in settlement) that could reasonably be viewed as an acknowledgment of wrongdoing on the part of Indemnitee or as materially detrimental to the reputation of Indemnitee, without that Indemnitee’s prior written consent (which consent shall not be unreasonably withheld).

(c)           Indemnitee’s right to indemnification pursuant to Section 2 of this Agreement shall include the right of the Indemnitee to be advanced by the Indemnitor any Expenses incurred in connection with any Indemnifiable Event as soon as practicable after such Expenses are incurred by the Indemnitee and in any event within 30 days after the receipt by the Indemnitor of a statement or statements from Indemnitee documenting such Expenses in reasonable detail and requesting such advances from time to time; provided, however, that all amounts advanced in respect of such Expenses shall be promptly repaid to the Indemnitor by the Indemnitee if it shall ultimately be determined in a final judgment that the Indemnitee is not entitled to be indemnified for such Expenses.

3.           Review Procedure; Enforcement. (a) Indemnitee shall give the Indemnitor written notice (a “Claim Notice”) of any Claim (accompanied by supporting documentation in reasonable detail) as soon as practicable after the Indemnitee becomes aware thereof; provided, that the failure of Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligations under this Agreement, except to the extent that such failure materially prejudices the rights of the Indemnitor. Notwithstanding any provision of this Agreement to the contrary, the obligations of the Indemnitor under Section 2 above shall be subject to the condition that it shall not have determined that the Inde mnitee would not be permitted to be indemnified under applicable law; provided, however, that if the Indemnitee has commenced legal proceedings in a court of competent jurisdiction pursuant to paragraph 3(b) below to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Indemnitor that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Indemnitor for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).

(b)           If the Indemnitor determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Section 2 above within 30 days after a Claim Notice has been received by the Indemnitor, the Indemnitee shall have the right to commence litigation in any court in the State of New York having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. These Expenses will not be subject to the Indemnification Amount. The Indemnitor hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Indemnitor not challenged by the Indemnitee shall be binding on the Indemnitor and Indemnitee. It shall be a defense to any action brought by Indemnitee against the Indemnitor to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a proceeding in advance of its final disposition) that it is not permissible under applicable law for the Indemnitor to indemnify Indemnitee for the amount claimed.

2

4.           Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Indemnitor for some or a portion of any Loss, but not for all of the total amount thereof, the Indemnitor shall nevertheless indemnify the Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith pursuant to the terms of this Agreement.

5.           No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

6.           Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding with respect to any party unless executed in writing by such party. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

7.           Subrogation. In the event of payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the applicable Indemnitee, and that Indemnitee shall, at the Indemnitor’s expense, execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Indemnitor effectively to bring suit to enforce such rights.

8.           No Duplication of Payments. The Indemnitor shall not be liable under this Agreement to make any payment in connection with a Claim made against Indemnitee to the extent the Indemnitee otherwise is entitled to receive payment (under any insurance policy, certificate of incorporation, by-law or otherwise) of the amounts otherwise indemnifiable hereunder.

9.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws.

10.           Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but which together shall constitute one agreement.

11.           Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Indemnitor at:

MMI Investments, L.P.

1370 Avenue of the Americas

New York, New York 10019

Attention: Alan L. Rivera, General Counsel

and to the Indemnitee at the address set forth below the Indemnitee's signature.

Notice of change of address shall be effective only when done in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of delivery or on the third business day after mailing.

12.           Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject hereof.

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MMI Investments, L.P.
By:	MCM Capital Management, LLC, General Partner
	By:
	Name:	Clay Lifflander
	Title:	President

Name:

Address:

4

EX-99.3 4 ex993to13da407234010_020111.htm FORM OF LETTER AGREEMENT

Exhibit 99.3

________________

________________

________________

Re: EMS Technologies, Inc.

Dear __________:

Thank you for agreeing to be named and serve as a nominee (a “Nominee”) for election to the Board of Directors of EMS Technologies, Inc. (the “Company”) in the proxy solicitation that MMI Investments, L.P. (“MMI”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2011 Annual Meeting of Stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

1.           MMI shall pay all costs of the proxy solicitation to be conducted by MMI in connection with the Annual Meeting (the “Proxy Contest”); provided however that MMI reserves the right to seek reimbursement for such costs from the Company.

2.           You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on MMI’s slate and later change their minds and determine not to seek election. Accordingly, MMI is relying upon your agreement to seek nomination. In that regard, you are being supplied with a questionnaire (the “Questionnaire”) in which you will provide MMI with information necessary for MMI to make appropriate disclosures both to the Company and for use in creating the proxy material to be sent to shareholders of the Company that will be filed with the Securities and Exchange Commission. You have agreed that (i) you will immediately complete and sign the questionnaire and return it to the undersigned and (ii) your responses to th e questions contained therein will be true and correct in all respects. MMI has also enclosed a form letter (the “Consent Letter”) to the Company informing the Company that you consent to being a nominee of MMI for the election as a director of the Company and, if elected, consent to serve as a director of the Company.

3.           Attached hereto is an indemnity agreement (the “Indemnity Agreement”) that MMI agrees to provide to you in connection with the Proxy Contest.

4.           As consideration for your agreement to serve as an MMI Nominee, MMI shall pay you $50,000 upon the submission by MMI of a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated). You also agree to execute all such other documents as shall be necessary or required in connection with the Proxy Contest.

5.           MMI shall also reimburse you, promptly upon presentation of appropriate invoices, for legal fees incurred by you in connection with your review of this letter agreement and the other agreements and documents referenced herein in an amount up to $5,000.

6.           MMI recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties to the shareholders of the Company and, as a result, that there is, and can be, no agreement between you and MMI which governs the decisions which you will make as a director of the Company.

7.           This letter agreement and the Indemnity Agreement set forth the entire agreement between MMI and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by MMI and you.

8.           This letter agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law. The parties hereto consent to the exclusive jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in any manner permitted by applicable law. The parties hereto waive trial by jury in respect of any such proceeding.

9.           This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

10.           This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

If you agree to the foregoing terms, please sign below to indicate your acceptance.

MMI Investments, L.P.
By:	MCM Capital Management, LLC, General Partner
	By:
	Name:	Clay Lifflander
	Title:	President

Accepted and agreed this ___ day of ____________, 2011:

Name:

Address:

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.3

Exhibit 99.3

________________

________________

________________

Re: EMS Technologies, Inc.

Dear __________:

Thank you for agreeing to be named and serve as a nominee (a “Nominee”) for election to the Board of Directors of EMS Technologies, Inc. (the “Company”) in the proxy solicitation that MMI Investments, L.P. (“MMI”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2011 Annual Meeting of Stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

1.           MMI shall pay all costs of the proxy solicitation to be conducted by MMI in connection with the Annual Meeting (the “Proxy Contest”); provided however that MMI reserves the right to seek reimbursement for such costs from the Company.

2.           You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on MMI’s slate and later change their minds and determine not to seek election. Accordingly, MMI is relying upon your agreement to seek nomination. In that regard, you are being supplied with a questionnaire (the “Questionnaire”) in which you will provide MMI with information necessary for MMI to make appropriate disclosures both to the Company and for use in creating the proxy material to be sent to shareholders of the Company that will be filed with the Securities and Exchange Commission. You have agreed that (i) you will immediately complete and sign the questionnaire and return it to the undersigned and (ii) your responses to th e questions contained therein will be true and correct in all respects. MMI has also enclosed a form letter (the “Consent Letter”) to the Company informing the Company that you consent to being a nominee of MMI for the election as a director of the Company and, if elected, consent to serve as a director of the Company.

3.           Attached hereto is an indemnity agreement (the “Indemnity Agreement”) that MMI agrees to provide to you in connection with the Proxy Contest.

4.           As consideration for your agreement to serve as an MMI Nominee, MMI shall pay you $50,000 upon the submission by MMI of a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated). You also agree to execute all such other documents as shall be necessary or required in connection with the Proxy Contest.

5.           MMI shall also reimburse you, promptly upon presentation of appropriate invoices, for legal fees incurred by you in connection with your review of this letter agreement and the other agreements and documents referenced herein in an amount up to $5,000.

6.           MMI recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties to the shareholders of the Company and, as a result, that there is, and can be, no agreement between you and MMI which governs the decisions which you will make as a director of the Company.

7.           This letter agreement and the Indemnity Agreement set forth the entire agreement between MMI and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by MMI and you.

8.           This letter agreement shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law. The parties hereto consent to the exclusive jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in any manner permitted by applicable law. The parties hereto waive trial by jury in respect of any such proceeding.

9.           This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

10.           This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

If you agree to the foregoing terms, please sign below to indicate your acceptance.

MMI Investments, L.P.
By:	MCM Capital Management, LLC, General Partner
	By:
	Name:	Clay Lifflander
	Title:	President

Accepted and agreed this ___ day of ____________, 2011:

Name:

Address: