10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission File #0-6072

EMS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Georgia	58-1035424
(State or other jurisdiction of	(IRS Employer ID Number)
incorporation or organization)
660 Engineering Drive, Norcross, Georgia	30092
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 263-9200
Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Exchange on Which Registered
Common Stock, $.10 par value	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No þ

The aggregate market value of voting stock held by persons other than directors or executive officers as of June 30, 2007 was $335 million, based on a closing price of $22.07 per share. The basis of this calculation does not constitute a determination by the registrant that all of its directors and executive officers are affiliates as defined in Rule 405.

As of March 3, 2008, the number of shares of the registrant’s common stock outstanding was 15,581,833 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Company’s definitive proxy statement for the 2008 Annual Meeting of Shareholders of the registrant is incorporated herein by reference in Part III of this Annual Report on Form 10-K.

AVAILABLE INFORMATION

EMS Technologies, Inc. makes available free of charge, on or through its website at www.ems-t.com, its annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the Securities and Exchange Commission. Information contained on the Company’s website is not part of this report.

TABLE OF CONTENTS

PART I
	ITEM 1. Business
	ITEM 1A. Risk Factors
	ITEM 1B. Unresolved Staff Comments
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
	ITEM 8. Financial Statements and Supplementary Data
	ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	ITEM 9A. Controls and Procedures
	ITEM 9B. Other Information
PART III
	ITEM 10. Directors, Executive Officers, and Corporate Governance
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
	ITEM 13. Certain Relationships and Related Transactions and Director Independence
	ITEM 14. Principal Accountant Fees and Services
PART IV
	ITEM 15. Exhibits, Financial Statement Schedules
SIGNATURES
EX-4.1 SHAREHOLDER RIGHTS PLAN
EX-4.22 AMENDMENT NO. 4 TO U.S. REVOLVING CREDIT AGREEMENT
EX-4.23 AMENDMENT NO. 4 TO CANADIAN REVOLVING CREDIT AGREEMENT
EX-10.9 FORM OF STOCK OPTION AGREEMENT
EX-10.17 FORM OF STOCK OPTION AGREEMENT
EX-10.18 FORM OF STOCK OPTION AGREEMENT
EX-10.19 FORM OF STOCK OPTION AGREEMENT
EX-10.22 SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32 SECTION 906 CERTIFICATIONS OF THE CEO AND CFO

FORWARD-LOOKING STATEMENTS

The discussions of the Company’s business in this Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, and in other public documents or statements that may from time to time incorporate or refer to these disclosures, contain various statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plan,” “expect,” “believe,” “anticipate,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. Forward-looking statements include, but are not limited to:

1.	statements about what the Company or management believes or expects,
2.	statements about anticipated technological developments or anticipated market response to or impact of current or future technological developments or product offerings,
3.	statements about trends in markets that are served or pursued by the Company,
4.	statements implying that the Company’s technology or products are well-suited for particular emerging markets, and
5.	statements about the Company’s plans for product developments or market initiatives.

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. Actual results could differ materially from those suggested in any forward-looking statements as a result of a variety of factors, including those risks and uncertainties set forth under Risk Factors in Item 1A. You should not place undue reliance on these forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to these forward-looking statements to reflect events or circumstances that occur or arise or are anticipated to occur or arise after the date of this Report except as may be required by law.

PART I

ITEM 1. Business

Overview

In this report, unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to the continuing operations of EMS Technologies, Inc. and its consolidated subsidiaries. Unless otherwise indicated, all financial and statistical information pertains solely to our continuing operations.

We are a leading innovator in the design, manufacture, and marketing of wireless communications solutions addressing the enterprise mobility, communications-on-the-move and in-flight connectivity markets for both commercial and government users. We focus on the needs of the mobile information user and the increasing demand for wireless broadband communications. Our products and services enable communications across a variety of coverage areas, ranging from global to regional to within a single facility.

We operate in three segments, each of which is focused on a different application of wireless communications. These segments share a common foundation in broadband and other advanced wireless technologies, which provides important technical and marketing synergies and contributes to our ability to continually develop and commercialize new products for use in a wide array of mobile communications. Our business provides product solutions and support services for use in supply chain management networks, satellite-based voice and data communications and defense and space applications for communications, surveillance, precision strike weapons, and electronic countermeasures.

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We were founded in 1968 and have a strong history in wireless communications. We initially concentrated on microwave components, products and technology and subsequently developed subsystems for one of the first electronically steerable antennas deployed in space. The expertise and technology we have developed during the past 40 years in this original business remain directly applicable to a range of our current defense and commercial products, including products for satellite, ground and airborne communications, as well as radar, signal intelligence and electronic countermeasure systems.

In the early 1980’s, we developed a line of wireless mobile computers and local-area network products for use in materials-handling applications. These products enable our industrial customers to connect mobile employees to central data networks and take advantage of sophisticated enterprise software and automatic-identification technologies such as bar-code scanning and radio frequency identification (“RFID”).

Since the mid-1990’s, we have expanded into several new markets through the development or acquisition of additional product lines. We have established an industry-leading position in the market for high-speed, two-way satellite communications antennas and terminals for use on aircraft and other mobile platforms, and we develop and market product solutions and support services for use by search-and-rescue and emergency-management organizations around the world.

Today, our wireless and satellite communication offerings serve the aeronautical, defense, maritime, commercial space and auto-identification/data capture markets making possible mobility, visibility and intelligence. For example, our SATCOM segment supplies high-speed data communications equipment, which enables voice, e-mail, video conferencing and Internet capabilities on a broad variety of aircraft. Additionally, this segment’s efforts in software and hardware for search and rescue applications are recognized as having helped save tens-of-thousands of lives around the globe. Our LXE segment develops supply chain logistics solutions with its wireless network infrastructure and rugged mobile computers. Our Defense & Space Systems (“D&SS”) segment provides microwave solutions to the military for space and terrestrial platforms that enable net-centric communications, situational awareness, electronic countermeasures, and precision strike capabilities, as well as provides satellite beam forming systems that deliver powerful signals to homes, automobiles and aircraft for live television and digital satellite radio services.

Competitive Strengths

Technological Leadership

Since our founding in 1968, we have been an innovative leader in the development and commercialization of wireless communications technologies. Early in our history, we pioneered the use of ferrite materials for electronic beam forming, a practice that remains important in many sophisticated defense communications applications. Our more recent innovations include the following products which we believe were the first in their respective markets: airborne terminals for high-speed, two-way data transmission via satellite for the communication of voice and data in the military, business and air transportation markets; antenna systems allowing commercial airlines to provide satellite television to passengers; handheld wireless data terminals incorporating an integrated, FCC-approved, EPC Global-compliant RFID reader; and satellite anti-jam systems to protect commercial communication satellites from jamming and transponder hijackings.

Commitment to Research and Development

We continually devote significant resources to research and development that enhances and maintains our technological advantages, and enables us to overcome the substantial technical barriers that are often encountered in the commercialization of sophisticated wireless communications hardware. Over the past three years, we have invested an aggregate of $46.3 million in company-sponsored research and development. In addition, our work under government and commercial contracts for new wireless communications hardware often leads to innovations that benefit us on future contracts and product development efforts. Approximately 25% of our employees hold engineering degrees, and our engineers actively participate in professional and industry technical conferences and working groups. As of December 31, 2007, our personnel have been awarded, and have assigned to us, 46 currently active U.S. patents and 26 foreign patents. In addition, at December 31, 2007, we had pending applications for

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approximately 22 U.S. and 26 foreign patents covering various technology improvements and other current or potential products.

Technological Synergies

Although we conduct our businesses through separately managed segments, we have established a variety of processes that facilitate technical exchanges and cooperation among them. Our shared knowledge base and core expertise in wireless technologies create synergies among our various businesses. This provides us advantages in research and development, manufacturing, and sales and marketing, and better positions us as an important supplier of wireless technology and equipment to commercial, defense and government customers. An example is LXE’s collaboration with antenna experts from our other two segments that resulted in the development of one of the industry’s first commercially-available mobile forklift-mounted RFID readers.

Strong Customer Relationships

During our 40 years of operation, we have developed cooperative and ongoing relationships with important commercial and government customers. We build and strengthen these relationships by anticipating and recognizing our customers’ needs, by working with them to understand how we should focus our internal innovation efforts, and by providing customers with technologically advanced and cost-effective solutions coupled with excellent customer service. We continue to receive important orders and contracts from companies that have been our customers or industrial partners for many years. For example, we were awarded a contract to design and develop a next-generation dual-mode satellite and GSM mobile phone to support both terrestrial GSM and GMR-2+ satellite operation, using an omni antenna to detect whether a user is in a cellular coverage area and, if not, automatically switch to the global satellite network. We are particularly proud of the recognitions that we have received from our customers, such as 100% supplier-quality ratings from the Harris Government Communications Division and Lockheed Martin Aeronautics, the Silver Supplier Award from Northrop Grumman Space Systems, and seven successive 100% award fees on the B-2 EHF SATCOM system contract from Northrop Grumman.

Diverse Global Customer Base

We offer multiple wireless product lines to a diverse customer base through facilities in 13 countries. None of our customers were responsible for more than 10% of our annual net sales during any of the years ended December 31, 2007, 2006 or 2005. Sales to various customers for U.S. government end use accounted for 24.6% of our net sales in 2007, 21.3% of our net sales in 2006 and 17.7% of our net sales for 2005. Additionally, 38.8%, 31.6% and 33.4% of our net sales for 2007, 2006 and 2005, respectively, were derived from sales to customers outside the U.S. We believe our geographically diverse customer base and broad range of products provide us ample opportunity to grow our business and help mitigate the effects of a downturn in any one of our markets.

Strong Manufacturing Capabilities

For some of our products, particularly our defense applications, we have developed our own highly specialized domestic manufacturing capabilities. For others, we source components from foreign and domestic suppliers, and primarily perform final assembly and test functions. Through our continuous efforts to improve our manufacturing processes, we have dramatically reduced the time required for us to ship products in several commercial markets in which a short delivery cycle for custom-manufactured products is an important competitive factor. We have also achieved major reductions in rework on highly engineered space and defense products. These efforts have enhanced our ability to compete for new business and improved our profitability.

Our Markets and Products

Our business is the design, manufacture and sale of advanced wireless communications products. We participate in selected markets within the broad wireless communications industry that typically require a high level of technical expertise, innovative product development and, in many cases, specialized manufacturing capabilities. Although our businesses share a common heritage and focus on wireless communications, they address a variety of markets with different technical and manufacturing requirements, distribution channels, customers and purchasing processes.

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Accordingly, we are organized into three separately managed segments, as follows:

Segment	Primary Operations	Percentage of Net Sales
		2007		2006		2005
Defense & Space Systems	Highly engineered hardware for satellites and defense electronics applications (primarily defense)		20.5		20.1		22.8
LXE	Rugged mobile terminals and related equipment for wireless data collection (predominantly commercial)		48.2		52.8		54.5
SATCOM	Satellite communications antennas, terminals and networking equipment for aircraft, and ground-based vehicles and satellite ground stations for search and rescue operations (majority commercial)		31.3		27.1		22.7

Defense & Space Systems

The Defense & Space Systems segment principally develops advanced microwave-based hardware for use on satellites and in other defense electronics applications. Its products are also used in a number of commercial and civil ventures, including high-capacity communications satellites, direct broadcast radio systems, and systems for bringing satellite television signals to homes, automobiles and to the seat backs of commercial airliners. D&SS products are sold primarily to space and defense prime contractors or commercial communications systems integrators rather than to end-users, and are deployed on space, airborne, naval and terrestrial platforms. D&SS also performs research and development services directly for the U.S. Department of Defense.

Defense markets are vital to D&SS. Secure communications, as well as intelligence and surveillance systems, are being newly developed or significantly upgraded as part of the U.S. Department of Defense initiatives to transform military communications and to achieve “information dominance” over adversaries. European defense ministries are also pursuing significant new and upgraded systems, particularly for satellite communications. D&SS provides defense customers with critical subsystems and components for terrestrial, airborne and space-based communication, and for radar and electronic warfare systems, and supports advanced surveillance, electronic counter-measure and secure communications capabilities. Our D&SS facilities meet requirements for performing on classified, including special access, military programs, and over 230 of our personnel hold Department of Defense security clearances.

Products	Key Features/Benefits	Selected Applications	Programs
Space Solutions	Microwave subsystems capable of high-frequency, low noise, high-power and fast switching, facilitating jam-resistant, secure mobile communications and surveillance	High-rate commercial and secure military communications	Wideband Global SATCOM (WGS), Advanced EHF (AEHF), Transformational Satellite (TSAT), National Security Programs, W2A, Skynet 5
		Earth observation/ Environmental sensing	COSMO, SARLUPE, National Polar- Orbiting Environmental Satellite Systems (NPOESS)
		Direct broadcast television (incl. HDTV)	DirecTV, Globalstar 2, Yahsat
		Direct broadcast radio	XMRadio, SIRIUS
Communications-On- The Move RF Front End Systems	Small, low profile, low radar signature (stealth), high performance, and agile beam antenna, RF electronics, and positioning systems	Airborne commercial Live TV receive product for in-flight entertainment	JetBlue, Frontier, WestJet, Virgin Blue Airlines
		Military tactical communications (airborne, ship, ground mobile, and soldier)	F-22 Intra-Flight data Link, High Altitude Long Endurance (HALE) Datalink, Hawklink MH-60 Datalink, WIN-T Army Mobile DataLinks
		Military SATCOM communications (airborne, ground mobile, and soldier)	B2 Satellite Communications
Radar and Electronic Warfare Microwave Systems	Low loss, high power ferrite components and electronic systems, and precision positioners	Defense electronic surveillance and countermeasure	EW - F-16, AQL-211 Radar-Phalanx, JSTARS
		Launch vehicle precision tracking	Positioners - Trident II, NASA Shuttle Return to Flight, Sea Launch
Smart Weapons	Small, flat, conformal millimeter wave radar antenna systems that allow for co-boresighting of laser and EO/IR for tri-mode missile seekers	Precision strike air-to-ground missiles	Joint Air to Ground Missile (JAGM), Small Diameter Bomb II

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LXE

The LXE segment designs, manufactures and installs rugged mobile computers for use with wireless local area networks (“WLANs”). These systems enable a customer to collect data and transact supply-chain execution events in real-time, which is critical to the speed and efficiency that sophisticated businesses are seeking in their materials-handling operations. LXE’s products are designed to operate in harsh environments and in settings with difficult radio-connectivity characteristics. They are used primarily in logistics applications such as distribution centers and container port operations, markets that LXE products first addressed in the early 1980’s. By providing network connectivity for mobile users, LXE’s products increase the accuracy, timeliness and convenience of data collection and information access. The increased use of improved computing and advanced automatic-identification technologies (such as voice recognition and RFID) and the widespread adoption of the 802.11 WLAN standard are creating new demand and applications in established industrial markets, as well as in other vertical markets, such as transportation and service applications.

LXE’s rugged terminals and WLANs have been installed at more than 7,500 sites worldwide, including the facilities of many Fortune 500 companies and some of the world’s largest materials-handling installations. In 2005, 2006 and 2007, approximately 50% of LXE’s net sales were generated outside the U.S.

A typical LXE system consists of mobile terminals that incorporate WLAN radios and automatic-identification capabilities, network access points that provide a radio link to the wired network and associated host computers, and software that manages and facilitates the communications process. LXE’s systems generally incorporate barcode scanning or other automatic-identification capabilities, and are primarily based on the 802.11 open system standards. Uses include employment of real-time data communications in directing and tracking inventory movement in a large warehouse, manufacturing facility, or container yard. LXE products normally are used in conjunction with IT infrastructure products provided by others, such as host computer systems and inventory-management or other applications software.

LXE generally designs and manufactures the mobile computers it sells for use in wireless systems. In addition, LXE sells certain handheld models that it jointly designed with original equipment manufacturers. LXE’s computers are intended to be either handheld or mounted on a forklift or other vehicle, and are ruggedized to withstand harsh conditions in warehouses and port facilities. Our latest generation of mobile computers has significantly more computing power than previous models, supports the WindowsÒ and Windows CEÒ operating systems, and offers improved power-management features and superior ergonomics. Radio access points and other infrastructure products are generally acquired from third parties for resale and installation by LXE. With the acquisition of Akerstroms Trux AB, LXE has expanded its product offerings to include mobile computers for warehouse and production environments that support the Windows XPÒ operating systems.

Over the past several years, LXE has made a substantial commitment to the use of alternative auto-identification technologies, including imaging, voice recognition, and mobile RFID, in the execution of distribution tasks. Innovations include implementation of voice-directed applications on LXE’s entire Windows CE product line through the use of sophisticated audio controls and noise reduction techniques, development of a standards-based wearable computer to enable hands-free picking and other warehousing functions, and integration of Bluetooth^® technology in demanding industrial environments. In conjunction with several supply chain execution software partners, LXE has also developed concepts for the concurrent use of these technologies, which have the potential to

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make warehouse activities much more efficient. LXE has been recognized by leading industry analysts for its thought leadership in distribution operations.

Hardware is marketed both to end-users and to integrators (such as value-added resellers who provide inventory management software) that incorporate it with their products and services for sale and delivery to end-users.

Products	Key Features/Benefits	Selected Applications	Customers
Hand-Held Terminals	Small, lightweight and rugged, providing true mobility	Warehousing, Logistics	Consumer product manufacturers, Third-party logistics providers, Retailers, Container port operators
Vehicle-Mounted Terminals	Heavier-duty design for use on forklifts, cranes, and other material handling vehicles
Wireless Networks	Communications link between mobile computers and local network, primarily based on 802.11 standard
Host connectivity software; accessory products; maintenance services	Industry-standard connectivity to various host computers; enhanced system functionality; extended service on either a contract or pay-as-you-go basis

SATCOM

The SATCOM segment specializes in the design and development of satellite-based terminals and antennas for the aeronautical, ground-mobile, and emergency management markets. SATCOM’s products enable customers in aircraft and other mobile platforms, such as military command vehicles, service vehicles and transport trucks, to communicate over satellite networks at a variety of data speeds. Portions of this business date to the mid 1970’s with the former CAL Corporation — a leader in search-and-rescue technology — which the Company acquired in 1992 and reorganized as the SATCOM segment in 2001. Most of SATCOM’s growth and major product expansions have occurred since that time.

The demand for mobile communications has driven the rise of satellite communications system use on business and commercial jets around the world. EMS continues to lead the industry as a key supplier of Inmarsat Swift64 and SwiftBroadband products that support airborne communications at DSL speeds. SATCOM’s high-speed data terminals, antennas and networking products are designed for use in the aeronautical market. We believe that we are the top supplier of Swift64 high-speed data communications equipment, garnering more than an estimated 75% of the high-speed data satcom market for military aircraft. SATCOM’s eNfusion Broadband™ line of aeronautical products enable voice, e-mail, videoconferencing and Internet capabilities on a broad variety of aircraft. SATCOM directly sells equipment and technology under its own brand and also sells indirectly as a supplier to the three major avionics manufacturers. SATCOM’s customers include Fortune 100 companies and the U.S. Government’s VIP Fleet.

In the air transport market, SATCOM delivers its equipment and technology through partners to airlines such as Air France, Ryan Air, and TAP. SATCOM’s terminals are mounted in the hold of an aircraft. One variant provides office-like communications capabilities to the cabin while providing critical safety communications capabilities to the cockpit. SATCOM’s CNX^® Cabin Gateway family of networking products is widely used for airborne networking equipment, and variations of this product line offer compression and acceleration of data, enabling users to get more for less. SATCOM’s antennas are mounted on the fuselage or on the tail to accommodate a variety of aircraft, including the G-IV, G-V, and A320. More than 1,300 of SATCOM’s antennas have been installed in more than 35 different types of aircraft. SATCOM also sells an antenna specifically for military use. This antenna is mounted in the forward hatch of a C-130 aircraft and, when connected to the transceiver, provides instant communications that can be rolled on and off the aircraft.

SATCOM has also pursued opportunities to meet satellite-based communications needs of ground-based vehicles. Its family of products includes the PDT or packet data terminal, which is used for messaging, telemetry and tracking applications. SATCOM has been successful in supplying these terminals and the associated data services to military customers for Blue Force Tracking systems used by NATO, and in the transport trucking market in Mexico and

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elsewhere. SATCOM is also the leading worldwide supplier of search and rescue ground terminals and emergency-management software for use with the Cospas-Sarsat satellite constellation.

SATCOM markets and sells most of its hardware through distributor channels. Third-party distributors sell directly to end-users, such as the aircraft manufacturers. One of SATCOM’s most significant distribution channels relates to technology components or avionics terminal systems sold through the three major avionics OEMs. SATCOM directly markets its emergency-management products to end-user organizations in governments worldwide.

Products	Key Features/Benefits	Selected Applications	Customers
Aeronautical Antennas	Mechanically and electronically-steered antennas for two-way communications connected to an aircraft’s satcom, steerable antenna systems for live television from broadcast satellites	High-end corporate jets, private jets, military helicopters, military transport and surveillance, commercial airlines	Gulfstream, Bombardier, Honeywell, Dassault, Thales
Aeronautical Terminals	Provide aircraft operators with two-way high-speed data (broadband) capability	Corporate aircraft, government and military aircraft, commercial airlines	Corporate aircraft modification centers, U.S. Department of Defense, Northrup-Grumman, L3, Boeing, Rockwell-Collins, Honeywell, Thales
Inmarsat High-Speed Data Terminals	Worldwide access to corporate networks and the Internet using the Inmarsat satellite system	Military transport, Peacekeeping, Media	U.S. Army, Canadian Department of National Defense, CNN
Satellite Packet Data Terminals	Two-way messaging and location information in North America, Mexico Central America, Afghanistan	Transportation, Public Safety, Workforce Automation, Oil and Gas Remote Monitoring and Control, Force Tracking	Long-Haul Trucking Companies, @Road, NATO
Emergency Management Products	Hardware and software features for search and rescue (SAR) systems	Rescue and Mission Control Centers	Over 18 Governments Worldwide

Additional segment information is contained elsewhere in this Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 12 of the Company’s consolidated financial statements.

Sales and Marketing

Our D&SS unit produces highly technical products that are often custom-designed. For these products, internal personnel with strong engineering backgrounds conduct significant sales efforts. D&SS also utilizes independent marketing representatives, both in the U.S. and internationally, selected for their knowledge of local markets and their ability to provide technical support and ongoing, direct contact with current and potential customers.

The development of major business opportunities for D&SS often involves significant bid-and-proposal effort. This work often requires complex pre-award engineering to determine the technical feasibility and cost-effectiveness of various design approaches.

The markets for space and defense electronics comprise a relatively small number of large customers, which are typically first or second-tier contractors. Our D&SS marketing efforts rely on ongoing communications with this base of potential customers, to determine customers’ future needs and to inform customers of our capabilities and recent developments. Technical support and service after the sale are also important factors that affect our ability to maintain strong relationships and generate additional sales.

The sales and marketing strategies for our other segments involve direct sales to end-users, and sales to third parties that incorporate our hardware with their products and services for delivery to end-users. Third parties include strategic partners, value-added resellers, distributors and independent marketing representatives in approximately 35 countries.

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LXE maintains a direct sales force across North America and salespersons working through nine international subsidiaries (seven in Europe), all assisted by inside sales and sales support staff. SATCOM markets its products to major airframe manufacturers, avionics OEMs, aircraft operators and owners, a network of completion centers that install aeronautical products, and in the case of its TMS group, Value Added Resellers.

Research, Development and Intellectual Property

We spent $18.8 million, $15.8 million and $11.8 million in 2007, 2006 and 2005, respectively, on company-sponsored research and development. In addition, our work under government and commercial contracts for new wireless communications hardware creates new intellectual property owned by the Company, which often leads to innovations that benefit us on future contracts and product development efforts; most of the costs for this work are included with the overall manufacturing costs for specific orders.

We use domestic and foreign patents to protect our technology and product development efforts. As of December 31, 2007, we owned 46 currently active U.S. patents, expiring 2009 through 2025, and 26 foreign patents expiring 2012 through 2020. We do not expect that any impending patent expirations will have a material effect on our business. In addition, at December 31, 2007, we had pending applications for approximately 22 U.S. and 26 foreign patents, covering various technology improvements and other current or potential products. We expect to continue to expand our patent activities, but we also believe that many of our processes and much of our know-how are more efficiently and effectively protected as trade secrets, and we seek to maintain that protection through the use of employee and third-party non-disclosure agreements, physical controls and need-to-know restrictions.

In some cases, we rely on licenses from third parties under patent rights that could otherwise restrict our ability to market significant products. The principal instances of such licenses involve the integration of bar code scanners in certain LXE terminals under license from Motorola, and the development and sale of RFID-based products by LXE under license from Intermec Corporation (“Intermec”). In each case, the licenses are non-exclusive, and are non-cancelable for the lives of the relevant patents except upon default by us.

Backlog

The backlog of firm orders related to continuing operations at December 31, 2007, was $127.7 million, compared with $94.5 million at December 31, 2006. LXE and many SATCOM customers typically require short delivery cycles; as a result, these units usually convert orders into revenues within a few weeks, and they do not build up an order backlog that extends substantially beyond one fiscal quarter. However, backlog is very important for D&SS, due to the long delivery cycles for its products. The backlog for D&SS at December 31, 2007 was $65.7 million compared with $52.1 million at December 31, 2006. Approximately 60% of D&SS’s backlog is expected to be filled in 2008.

Manufacturing

For some of our products, particularly those of D&SS, we perform extensive manufacturing operations, including the formulation and fabrication of unique ferrite-based ceramic materials, precision machining, and the production of advanced integrated electronic circuitry. For others, we primarily perform final assembly and test manufacturing functions. Our manufacturing strategy is:

• to perform those functions for which we have special capabilities and that are most critical to quality and timely performance,

• to equip ourselves with the modern tools we need to perform our manufacturing functions efficiently,

• to use outside sources for functions requiring special skills that we do not have or that do not offer attractive potential returns, and

• to further improve the cost-effectiveness and time-to-market of our manufacturing operations.

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All of our production activities have been ISO 9001:2000-certified. Our facilities, equipment and processes enable us to meet all quality and process requirements applicable to our products under demanding military and space hardware standards, and we are also certified by the U.S. Federal Aviation Administration and Transport Canada to manufacture equipment for installation on commercial aircraft.

Materials

Materials used in D&SS products consist of magnetic microwave ferrites, metals such as aluminum and brass, permanent magnet materials and electronic components such as motors, servos, transistors, diodes, integrated circuits, resistors, capacitors and printed circuit boards. Most of the raw materials for the formulation of magnetic microwave ferrite materials are purchased from two suppliers, while permanent magnet materials and space-qualified electronic components are purchased from a limited number of suppliers. Electronic components and metals are available from a larger number of suppliers and manufacturers.

The electronic components and supplies, printed circuit assemblies, and molded parts needed for the standard products produced by our other segments are generally available from a variety of sources. However, LXE systems include barcode scanners in almost all orders, and a significant number of the scanners are purchased from an LXE competitor, Motorola. There are alternative suppliers that manufacture and sell barcode scanners, either independently or under license agreements with Motorola. We believe that many of LXE’s competitors also rely on scanning equipment purchased from or licensed by Motorola. In addition, LXE has a license agreement with Motorola that allows us to utilize Motorola’s patented integrated scanning technology in certain products.

Our advanced technology products often require sophisticated subsystems supplied or cooperatively developed by third parties having specialized expertise, production skills and economies of scale. Important examples include critical specialized components and subsystems required for successful completion of particular D&SS programs, and application-specific integrated circuitry and computers incorporated into LXE products. In such cases, the performance, reliability and timely delivery of our products can be heavily dependent on the effectiveness of those third parties.

We believe that our present sources of required materials are adequate, and that the loss of any supplier or subassembly manufacturer would not have a material adverse effect on our business as a whole. In the past, shortages of supplies and delays in the receipt of necessary components have not had a material adverse effect on shipments of our established products. However, from time to time the roll-out of new standard products, and our performance on D&SS programs, have been adversely affected by quality and scheduling problems with developers/suppliers of critical subsystems. In some cases these problems have resulted in significant additional costs to us and in difficulties with our customers. Such problems could have a material adverse effect on the Company if they recur in the future.

Competition

We believe that each of our segments is an important supplier in its principal markets. However, these markets are highly competitive, and some of our competitors have substantial resources that exceed ours. We also compete against smaller, specialized firms.

D&SS competes with specialized divisions of large U.S. industrial concerns, such as Boeing, Lockheed Martin, L3 Communications, Harris Corporation, Raytheon, M/A-Com and Heico Corporation, as well as with such non-U.S. companies as COMDEV of Canada, and Chelton, Ltd of the U.K. Some of these companies, as well as others, are both potential competitors for certain contracts and potential customers on other contracts. In addition, D&SS occasionally experiences competition from existing or potential customers when they choose to develop and manufacture products internally rather than purchasing them from us.

LXE’s principal competitors include Intermec, Motorola, and Psion Teklogix. In SATCOM’s markets, we compete with companies including Thrane & Thrane, Chelton, Ltd., Tecom, Qualcomm and for EMP Products, Techno-Sciences, Inc.

We believe that the key competitive factors in all of our segments are product performance, technical expertise and ongoing support to customers, time-to-market, time-to-ship and adherence to delivery schedules, and price.

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Employees

As of December 31, 2007, we had approximately 1,100 employees. Approximately 52% of our personnel are directly involved in engineering or manufacturing activities. No employees are represented by a labor union. Management believes that its relationship with its employees is good.

Government Regulation

Certain of our products are subject to regulation by various agencies in the U.S. and abroad. The radios used in the wireless networks sold by LXE, and in the satellite communications terminals sold by SATCOM, must have various approvals from the U.S. Federal Communications Commission and similar agencies in other countries in which those systems are sold. Our airborne satellite communications equipment requires certifications from the U.S. Federal Aviation Administration for installation on civil aircraft. In addition, a large portion of net sales of D&SS is derived from government end-use contracts that are subject to a variety of federal acquisition regulations, including pricing and cost-accounting requirements, and in many cases are subject to security requirements related to classified military programs.

The European Union and certain European countries outside the EU impose standards for electrical safety and electromagnetic compatibility, and prohibit or limit the use of certain substances in electrical and electronic equipment, which affects many of our products sold in those countries.

We believe that our products and business operations are in material compliance with current standards and regulations. However, governmental standards and regulations may affect the design, cost and schedule for new products. In addition, future regulatory changes could require modifications in order to continue to market certain of our products.

Our products for use in defense applications and on satellites are subject to the U.S. State Department’s International Traffic in Arms Regulations, and as a result we must obtain licenses in order to export these products or to disclose their non-public design features to persons who are not citizens or permanent residents of the United States. We have trained internal personnel to monitor compliance, to educate our personnel on the restrictions and procedures, and to process license applications. The licensing process occasionally prevents us from working with non-U.S. suppliers on European or Asian space programs, and it also affects the extent to which we can involve our Canada-based engineers in D&SS programs, or use D&SS engineers and capabilities to assist our Canadian operations on their products or programs.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the executive officers of the Company, and their ages as of December 31, 2007 is set forth below:

Paul B. Domorski, age 51, became President, Chief Executive Officer and a Director of the Company in June 2006. For three years prior to joining EMS, he served as Vice President of Avaya Inc., with operational responsibilities for its services business. From 2000 to 2002 he served as President and CEO of, and then as a consultant for RSL Communications, Ltd. during its restructuring. From 1997 to 2000 he served as President of British Telecom Syncordia Solutions, a combined products/services outsourcing and solution provider that was organized from other British Telecom businesses.

Don T. Scartz, age 65, was elected Executive Vice President of the Company in February 2003, and also serves as Chief Financial Officer and Treasurer, positions he has held since 1995 and 1981, respectively. Mr. Scartz also serves as the Chief Financial Officer of each of the Company’s operating subsidiaries. Formerly, he served the Company as Senior Vice President from 1995 to February 2003, as Vice President-Finance from 1981 to 1995, and as Secretary from 1982 to 1991. Mr. Scartz joined the Company as Controller in 1978. He served as a Director of the Company from 1995 to 2003.

Timothy C. Reis, age 50, became Vice President and General Counsel of the Company in August 2005. He is responsible for the legal affairs of the Company and its operating subsidiaries. Mr. Reis first joined the Company in 2001 as Assistant General Counsel. Previously, he was engaged in the private practice of law with King & Spalding and as in-house counsel for United Parcel Service and for Manufacturers Hanover, a New York bank, focusing his practice on intellectual property and technology transactions.

Gary B. Shell, age 53, was appointed Chief Accounting Officer in May 2005 and has served as Vice President, Finance. He was Vice President, Corporate Finance from 2004 to 2007, and Director, Corporate Finance from 1998 to 2004. He joined the Company in 1983 as Corporate Financial Analyst. Mr. Shell is a certified public accountant, having formerly served on the audit staff of KPMG LLP.

Perry D. Tanner, age 49, joined the Company as Vice President of Marketing in December 2006. For the four years prior to joining EMS, he owned and operated Book Lovers, LLC, a Georgia based corporation, which owns several bookstores. From 1991 to 2002, he held a variety of marketing, sales and operations positions with Scientific Atlanta, Inc. including serving as Vice President of Marketing from 2000 to 2002, Division President and General Manager for its Satellite Television Networks division from 1997 to 2000, and Vice President and General Manager for its Transmission Networks division from 1993 to 1997.

Neilson A. Mackay, age 67, was appointed Executive Vice President-Strategy, and previously served as Vice President-Corporate Development and President of SATCOM since March of 2007. From 2001 to 2007, he served as Senior Vice President and General Manager of SATCOM. He joined the Company in January 1993, when the Company acquired an Ottawa, Ontario-based space satellite communications business of which he served as President.

David A. Smith, age 56, joined the Company as Vice President and General Manager of D&SS in April 2007. For the two years prior to joining the Company, he served as CEO and managing director of Metal Storm Inc., a provider of projectile launching systems. He served as President and COO of Sensytech Inc., a manufacturer of undersea and electronic countermeasure systems from 2002 to 2004, Senior Vice President and General Manager of Quixote Corporation from 1999 to 2002, and Vice President of Operations for Amphenol Corporation from 1996 to 1999.

James S. Childress, age 63, was appointed President and General Manager of LXE in 2001. He joined the Company in August 2000 as Vice President of Business Development at LXE. Prior to joining the Company, he served as Vice President of EG&G Technical Services, Inc., a leading provider of technical and support services to the U.S. Departments of Defense, Energy, Transportation, Treasury, Justice and Commerce, and to NASA. He joined EG&G in 1998 following a distinguished career in the U.S. Air Force, where he focused on logistics and systems acquisition. In the Air Force, he attained the rank of major general, and last served as commander of the San Antonio Air Logistics Center.

Gary M. Hebb, age 47, has served as Vice President and General Manager of SATCOM since March 2007. He joined SATCOM in 1989, and since then has been given assignments of increasing responsibilities, including appointment as Vice President of Engineering and Business Development in 2000.

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ITEM 1A. Risk Factors

We believe the risks and uncertainties described below are the most significant risks we face. If any of the following risks actually materialize, our business could be harmed. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our operations or results. In all of those cases, the trading price of our common stock could decline, and investors could lose all or part of their investments.

Risks Related to Our Business

In addition to general economic conditions, both domestic and foreign, which can change unexpectedly and generally affect U.S. businesses with worldwide operations, we are subject to a number of risks and uncertainties that are specific to us or the businesses we operate:

Decisions by our customers about the timing and scope of capital spending, particularly on major programs, can have a significant effect on our net sales and earnings

Each of our businesses is dependent on our customers’ capital spending decisions, which are affected by numerous factors, such as general economic conditions, end-user demand for their particular products, capital availability, and comparative anticipated returns on their capital investments. In addition, large defense programs are an important source of our current and anticipated future net sales, especially in D&SS. Customer decisions as to the nature and timing of their capital spending, and developments affecting these large defense programs, can have a significant effect on us. Our net sales and earnings would decline in the event of general reductions in capital spending by our customers, or delay in the implementation of, or significant reduction in the scope of, any of the current or major anticipated programs in which we participate.

If our commercial customers fail to find adequate funding for major potential programs, or our government customers do not receive necessary funding approvals, our net sales would decline.

To proceed with major programs, such as satellite data-communications systems, our customers typically must obtain substantial amounts of capital, from either governmental or private sources. The availability of this capital is directly affected not only by general economic conditions, but also by political developments and by conditions in the private capital markets. If adequate funds are not available to our targeted customers for these programs, our expected net sales may be adversely affected. Large defense programs are often funded in multiple phases, requiring periodic further funding approvals, which may be withheld for a variety of political, budgetary or technical reasons, including the effects of defense budget pressures on near-term spending priorities. Such multi-year programs can also be terminated or modified by the government in ways adverse to us and, in many cases, with limited notice and without penalty. These developments would reduce our net sales below the levels we would otherwise expect.

We may encounter technical problems or contractual uncertainties, which can cause delays, added costs, lost sales, and liability to customers.

From time to time we have encountered technical difficulties that have caused delays and additional costs in our technology development efforts. We are particularly exposed to this risk in new product development efforts, and in fixed-price contracts on technically advanced programs at D&SS and SATCOM that require novel approaches and solutions. In these cases, the additional costs that we incur are not covered by revenue commitments from our customers, and therefore reduce our earnings. In addition, technical difficulties can cause us to miss expected delivery dates for new product offerings, which could cause customer orders to fall short of expectations.

Some of our products perform mission-critical functions in space applications. If we experience technical problems and are unable to adhere to a customer’s schedule, the customer could experience costly launch delays or re-procurements from other vendors. The customer may then be contractually entitled to substantial financial damages from us. The customer would also be entitled to cancel future deliveries, which would reduce our future revenues and could make it impossible for us to recover our design, tooling or inventory costs, or our remaining commitments to third-party suppliers.

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Due to technological uncertainties in new or unproven applications of technology, our contracts may be broadly defined in their early stages, with a structure to accommodate future changes in the scope of work or contract value as technical development progresses. In such cases, management must evaluate these contract uncertainties and estimate the future expected levels of scope of work and likely contract value changes to determine the appropriate level of revenue associated with costs incurred. Actual changes may vary from expected changes, resulting in a reduction of net sales and earnings recognized in future periods.

If we cannot continue to rapidly develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability, we may incur development costs that we cannot recover and our net sales and earnings will suffer.

The process of developing new wireless communications products is complex and uncertain, and failure to anticipate customers’ changing needs and emerging technological trends accurately or to develop or obtain appropriate intellectual property could significantly harm our results of operations. In many instances we must make long-term investments and commit significant resources before knowing whether our investments will eventually result in products that the market will accept. If our new products are not accepted by the market, our net sales and earnings will decline.

Competing technology could be superior to ours, and could cause customer orders and net sales to decline.

The markets in which we compete are very sensitive to technological advances. As a result, technological developments by competitors can cause our products to be less desirable to customers, or even to become obsolete. Those developments could cause our customer orders and net sales to decline.

Our competitors’ marketing and pricing strategies could make their products more attractive than ours. This could cause reductions in customer orders or company profits.

We operate in highly competitive technology markets, and some of our competitors have substantially greater resources and facilities than we do. As a result, our competition may be able to pursue aggressive marketing strategies, such as significant price discounting. These competitive activities could cause our customers to purchase our competitors’ products rather than ours, or cause us to increase marketing expenditures or reduce prices, in any such case, causing a reduction of net sales and earnings below expected levels.

Our transitions to new product offerings can be costly and disruptive, and could adversely affect our net sales or profitability.

Because our businesses involve constant efforts to improve existing technology, we regularly introduce new generations of products. During these transitions, customers may reduce purchases of older equipment more rapidly than we expect, or may choose not to migrate to our new products, which could result in lower net sales and excessive inventories. In addition, product transitions create uncertainty about both production costs and customer acceptance. These potential problems are generally more severe if our product introduction schedule is delayed by technical development issues. These problems could cause our net sales or profitability to be less than expected.

Our products may inadvertently infringe third party patents, which could create substantial liability to our customers or the third-party patent owners.

As we regularly develop and introduce new technology, we face risks that our new products or manufacturing techniques may infringe valid patents held or currently being processed by others. The earliest that the U.S. Patent Office publishes patents is 18 months after their initial filing, and exceptions exist so that some applications are not published before they issue as patents. Thus, we may be unaware of a pending patent until well after we have introduced an infringing product. In addition, questions of whether a particular product infringes a particular patent can involve significant uncertainty. As a result of these factors, third-party patents may require us to redesign our products and to incur both added expense and delays that interfere with marketing plans. We may also be required to make significant expenditures from time to time to defend or pay damages or royalties on infringement claims, or to respond to customer indemnification claims relating to third-party patents. Such costs could reduce our earnings.

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We may not be successful in protecting our intellectual property.

Our unique intellectual property is a critical resource in our efforts to produce and market technically advanced products. We primarily seek to protect our intellectual property, including product designs and manufacturing processes, through patents and as trade secrets. If we are unable to obtain enforceable patents on certain technologies, or if information we protect as trade secrets becomes known to our competitors, then competitors may be able to copy or otherwise appropriate our technology, we would lose competitive advantages, and our net sales and operating income could decline. In any event, litigation to enforce our intellectual property rights could result in substantial costs and diversion of resources that could have a material adverse effect on our operations regardless of the outcome of the litigation. We may also enter into transactions in countries where intellectual property laws are not well developed and legal protection of our rights may be ineffective.

Our success depends on our ability to attract and retain a highly skilled workforce.

Because our products and programs are technically sophisticated, we must attract and retain employees with advanced technical and program-management skills. Many of our senior management personnel also possess advanced knowledge of the business in which we operate and are otherwise important to our success. Other employers also often recruit persons with these skills, both generally and in focused engineering fields. If we are unable to attract and retain skilled employees and senior management, our performance obligations to our customers could be affected and our net sales could decline.

We depend on highly skilled suppliers, who may become unavailable or fail to achieve desired levels of technical performance.

In addition to our requirements for basic materials and electronic components, our advanced technological products often require sophisticated subsystems supplied or cooperatively developed by third parties. To meet those requirements, our suppliers must have specialized expertise, production skills and economies of scale, and in some cases there are only a limited number of qualified potential suppliers. Our ability to perform according to contract requirements, or to introduce new products on the desired schedule, can be heavily dependent on our ability to identify and engage appropriate suppliers, and on the effectiveness of those suppliers in meeting our development and delivery objectives. If these highly skilled suppliers are unavailable when needed, or fail to perform as expected, our ability to meet our performance obligations to our customers could be affected and our net sales and earnings could decline.

Changes in regulations that limit the availability of radio frequency licenses or otherwise result in increased expenses could cause our net sales or earnings to decline.

Many of our products are incorporated into wireless communications systems that are regulated in the U.S. by the Federal Communications Commission and internationally by other government agencies. Changes in government regulations could reduce the growth potential of our markets by limiting either the access to or availability of frequency spectrum. In addition, other changes in government regulations could make the competitive environment more difficult by increasing costs or inhibiting our customers’ efforts to develop or introduce new technologies and products. Also, changes in government regulations could substantially increase the difficulty and cost of compliance with government regulations for both our customers and us. All of these factors could result in reductions in our net sales and earnings.

The export license process for space products has become uncertain, increasing the chance that we may not obtain required export licenses in a timely or cost-effective manner.

Our products for use on commercial satellites are included on the U.S. Munitions List of the U.S. International Traffic in Arms Regulations and are subject to State Department licensing requirements. The licensing process for our products for use on commercial satellite and many of our other products is time-consuming, and political considerations can increase the time and difficulty of obtaining licenses for export of technically advanced products. The license process may prevent particular sales, and generally has created schedule uncertainties that encourage foreign customers, such as those in Western Europe, to develop internal or other foreign sources rather than use U.S.

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suppliers. If we are unable to obtain required export licenses when we expect them or at the costs we expect, our net sales and earnings could be adversely affected.

Export controls on space technology restrict our ability to hold technical discussions with foreign customers, suppliers and internal engineering resources, which reduces our ability to obtain sales from foreign customers or to perform contracts with the desired level of efficiency or profitability.

U.S. export controls severely limit unlicensed technical discussions with any persons who are not U.S. citizens or permanent residents. As a result, we are restricted in our ability to hold technical discussions between U.S. personnel and current or prospective non-U.S. customers or suppliers, between Canadian personnel and current or prospective U.S. customers or suppliers, and between U.S. employees and our Canadian or other non-U.S. employees. These restrictions reduce our ability to win cross-border space work, to utilize cross-border supply sources, and to deploy technical expertise in the most effective manner.

Economic or political conditions in other countries could cause our net sales or earnings to decline.

International sales significantly affect our financial performance. Approximately $111.7 million, $82.5 million and $75.4 million, or 38.8%, 31.6% and 33.4% of our net sales for 2007, 2006, and 2005, respectively, were derived from customers residing outside of the U.S. Adverse economic conditions in our customers’ countries, mainly in Western Europe, Latin America and the Pacific Rim, have affected us in the past, and could adversely affect future international revenues in all of our businesses, especially LXE. Unfavorable currency exchange rate movements can adversely affect the marketability of our products by increasing the local-currency cost. In addition to these economic factors directly related to our markets, there are risks and uncertainties inherent in doing business internationally that could have an adverse effect on us, such as potential adverse effects of political instability or changes in governments, changes in foreign income tax laws, and restrictions on funds transfers by us or our customers, as well as of unfavorable changes in laws and regulations governing a broad range of business concerns, including proprietary rights, legal liability, and employee relations. All of these factors could cause significant harm to our net sales or earnings.

Unfavorable currency exchange rate movements could result in foreign exchange losses and cause our earnings to decline.

We have international operations, and we use forward currency contracts to reduce the earnings risk from holding certain assets and liabilities in different currencies, but we cannot entirely eliminate those risks. In addition, Canada-based SATCOM derives a major portion of its sales from agreements in U.S. dollars; as a result, a stronger Canadian dollar would increase our costs relative to our U.S. net sales, and we are unlikely to recover these increased costs through higher U.S. dollar prices due to competitive conditions. As a result of these factors, our financial results will continue to have an element of risk related to foreign exchange rates.

Our net sales in certain markets depend on the availability and performance of other companies with which we have marketing relationships.

With respect to some applications, including mobile satellite communications, we seek to develop marketing relationships with other companies that have superior direct customer access from advantages such as specialized software and established customer service systems. For example, the marketing of our line of high-speed commercial airline communications products is dependent on the success of our direct customers in the sale of our products as a complementary offering with their own lines of avionics products. In other markets, such as wireless local-area networks, a major element of our distribution channels is a network of value-added retailers and independent distributors. In foreign markets for many of our products, we are often dependent on successful working relationships with local distributors and other business personnel. If we are unable to identify and structure effective relationships with other companies that are able to market our products, our net sales could fail to grow in the ways we expect.

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Customer orders in backlog may not result in sales.

Our order backlog represents firm orders for products and services. However, our customers may cancel or defer orders for products and services, in most cases without penalty. Cancellation or deferral of an order in our D&SS segment typically involves penalties and termination charges for costs incurred to date, but these termination penalties would still be considerably less than what we would have expected to earn if the order could have been completed. We make management decisions based on our backlog, including hiring of personnel, purchasing of materials, and other matters that may increase our production capabilities and costs whether or not the backlog is converted into revenue. Cancellations, delays or reductions of orders could adversely affect our results of operations and financial condition.

Our products typically carry warranties, and the costs to us to repair or replace defective products could exceed the amounts we have experienced historically.

Most of our products carry warranties of between one and three years; however, we have some products with longer warranty periods, and we depend on our reputation for reliability and customer service in our competition for sales. If our products are returned for repair or replacement under warranty or otherwise under circumstances in which we assume responsibility, particularly if at a higher rate than we expect based on historical experience, we can incur significant costs that may be in excess of the reserves that we have established based on our historical warranty cost levels, which would reduce our earnings.

Changes in our consolidated effective income tax rate and the related effect on our results can be difficult to predict.

We earn taxable income in various tax jurisdictions around the world. The rate of income tax that we pay in each jurisdiction can vary significantly, due to differing income tax rates and benefits that may be available in some jurisdictions and not in others. In particular, our earnings in Canada are subject to very low income taxes due to the substantial pool of research-related tax incentives that we have accumulated. As a result, our overall effective income tax rate depends upon the relative annual income that we earn in each of the tax jurisdictions where we do business, and the rate reported in our quarterly financial results depends on our expectations for such relative incomes for the balance of the year. Thus, even though our actual or expected consolidated earnings before taxes could remain unchanged, our income tax expenses and net earnings may still increase or decrease, depending upon changes in the jurisdictions in which we have generated or expect to generate those earnings.

We may not effectively manage possible future growth, which could result in reduced earnings.

Historically, we have experienced broad fluctuations in demand for our products and services. These changes in demand have depended on many factors and have been difficult to predict. In recent years, there has been a general growth trend in certain of our businesses, as well as increasing complexity in the technologies and applications involved. These changes in our businesses place significant demands on both our management personnel and our management systems for information, planning and control. If we are to achieve further strong growth on a profitable basis, our management must identify and exploit potential market opportunities for our products and technologies, while continuing to manage our current businesses effectively. Furthermore, our management systems must support the changes to our operations resulting from our business growth. If our management and management systems fail to meet these challenges, our business and prospects will be adversely affected.

We may make acquisitions and investments that could adversely affect our business.

To support growth, we have made and may continue to make acquisitions of and investments in businesses, products and technologies that could complement or expand our businesses. However, if we should be unable to successfully negotiate with a potential acquisition candidate, finance the acquisition, or effectively integrate the acquired businesses, products or technologies into our existing business and products, our net sales and earnings could be adversely affected. Furthermore, to complete future acquisitions, we may issue equity securities, incur debt, assume contingent liabilities or the risk of unknown liabilities, or we may incur amortization expenses or write-downs of acquired assets as a result of future acquisitions, all of which could cause our earnings to decline. We also may

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acquire businesses that do not perform as we expect, are subject to undisclosed or unanticipated liabilities, or are otherwise dilutive to our earnings.

We have residual liabilities under the terms of our sales of discontinued businesses.

We have reserved amounts we believe to be adequate to cover our potential liability under actual or potential claims asserted under warranties and representations made by the Company, and obligations assumed by purchasers, in connection with the Company’s prior dispositions of discontinued operations. However, payment of such liabilities would decrease our cash, and if the final resolution of such liabilities exceeded our reserves, our results of discontinued operations would also be adversely affected.

Risks Related to our Common Stock

In addition to risks and uncertainties related to our operations, there are investment risks that could adversely affect the return to an investor in our common stock and could adversely affect our ability to raise capital for financing future operations.

Our quarterly results are volatile and difficult to predict. If our quarterly performance results fall short of market expectations, the market value of our shares is likely to decline.

The quarterly net sales and earnings contributions of some of our segments are heavily dependent on customer orders or product shipments in the final weeks or days of the quarter. Due to some of the risks related to our business discussed above, it can be difficult for us to predict the timing of receipt of major customer orders, and we are unable to control timing decisions made by our customers. This can create volatility in quarterly results, and hinders our ability to determine before the end of each quarter whether quarterly earnings will meet prevailing expectations. The market price for our shares is likely to be adversely affected by quarterly earnings results that are below analyst and market expectations.

Our share price may fluctuate significantly, and an investor may not be able to sell our shares at a price that would yield a favorable return on investment.

The market price of our stock will fluctuate in the future, and such fluctuations could be substantial. Price fluctuations may occur in response to a variety of factors, including:

• actual or anticipated operating results,

• the limited average trading volume and public float for our stock, which means that orders from a relatively few investors can significantly impact the price of our stock, independently of our operating results,

• announcements of technological innovations, new products or new contracts by us, our customers, our competitors or our customers’ competitors,

• government regulatory action,

• developments with respect to wireless and satellite communications, and

• general market conditions.

In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the stocks of technology companies, and that have been unrelated to the operating performance of particular companies.

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Future sales of our common stock may cause our stock price to decline.

Our outstanding shares are freely tradable without restriction or further registration, and shares reserved for issuance upon exercise of stock options will also be freely tradable upon issuance, in each case unless held by affiliates. Sales of substantial amounts of common stock by our shareholders, including those who have acquired a significant number of shares in connection with business acquisitions or private investments, or even the potential for such sales, may depress the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.

Provisions in our governing documents and law could prevent or delay a change of control not supported by our Board of Directors.

Our shareholder rights plan and provisions of our amended and restated articles of incorporation and amended bylaws could make it more difficult for a third party to acquire us. These documents include provisions that:

• allow our shareholders the right to acquire common stock from us at discounted prices in the event a person acquires 20% or more of our common stock, or announces an attempt to do so, without our Board of Directors’ prior consent;

• authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock by our Board of Directors without shareholder approval, which stock could have terms that could discourage or thwart a takeover attempt;

• limit who may call a special meeting of shareholders;

• require unanimous written consent for shareholder action without a meeting;

• establish advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon at shareholder meetings;

• adopt the fair price requirements and rules regarding business combinations with interested shareholders set forth in Article 11, Parts 2 and 3 of the Georgia Business Corporation Code; and

• require approval by the holders of at least 75% of the outstanding common stock to amend any of the foregoing provisions.

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ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

Our corporate headquarters and domestic operations are located in three buildings, two of which we own (comprising 250,000 square feet of floor space on 21 acres), as well as one that is leased (16,000 square feet, lease to expire in 2009), all located in a suburb of Atlanta, Georgia. These facilities include clean rooms, a microelectronics laboratory, materials storage and control areas, assembly and test areas, offices, engineering laboratories, a ferrites laboratory, drafting and design facilities, a machine shop, a metals finishing facility, and painting facilities. The Company amortizes its leasehold improvements over the remaining term of the lease.

We lease approximately 105,000 square feet of office and manufacturing space, for SATCOM’s operations, located in Ottawa, Ontario (lease to expire in 2017).

We lease several small sites in the U.S., Europe, Singapore, the UAE, China and Australia for LXE sales offices and for two SATCOM engineering facilities. If any of these leases were terminated, we believe we could arrange for comparable replacement facilities on similar terms.

ITEM 3. Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

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PART II

ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

The common stock of EMS Technologies, Inc. is traded on the NASDAQ Global Select Market (symbol ELMG). At March 3, 2008, there were approximately 410 shareholders of record, and the Company believes that there were approximately 2,400 beneficial shareholders, based upon broker requests for distribution of Annual Meeting materials. The price range of the stock is shown below:

	2007 Price Range				2006 Price Range
	High		Low		High		Low
First Quarter	$	21.65		18.72	$	18.65		16.14
Second Quarter		22.89		18.00		20.51		17.78
Third Quarter		25.89		19.62		19.31		14.53
Fourth Quarter		33.23		23.85		21.17		17.58

The Company has never paid a cash dividend with respect to shares of its common stock, and has retained its earnings to provide cash for the operation and expansion of its business. The Company cannot currently declare or make any cash dividends without the consent of the lenders in its revolving credit agreement. Future dividends, if any, will be determined by the Board of Directors in light of the circumstances then existing, including the Company’s earnings and financial requirements and general business conditions.

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ITEM 6. Selected Financial Data

	Years ended December 31
(in thousands, except earnings (loss) per share)	2007			2006			2005			2004			2003
Net sales	$	287,879			261,119			225,887			201,100			192,473
Cost of sales		175,278			164,611			146,965			130,623			124,885
Selling, general and administrative expenses		74,561			66,335			56,944			49,346			45,644
Research and development expenses		18,773			15,816			11,754			12,034			11,192
Operating income		19,267			14,357			10,224			9,097			10,752
Interest income		5,403			2,254			588			1,085			16
Interest expense		(1,953	)		(1,921	)		(3,304	)		(1,791	)		(1,534	)
Foreign exchange loss		(1,390	)		(710	)		(288	)		(187	)		(260	)
Earnings from continuing operations before income taxes		21,327			13,980			7,220			8,204			8,974
Income tax (expense) benefit		(2,080	)		1,823			(2,094	)		(2,134	)		(1,974	)
Earnings from continuing operations		19,247			15,803			5,126			6,070			7,000
Discontinued operations:
(Loss) earnings from discontinued operations before income taxes		(585	)		24,427			(13,971	)		(6,016	)		(46,481	)
Income tax benefit (expense)		82			(7,222	)		(2,598	)		138			2,089
(Loss) earnings from discontinued operations		(503	)		17,205			(16,569	)		(5,878	)		(44,392	)
Net earnings (loss)	$	18,744			33,008			(11,443	)		192			(37,392	)
Net earnings (loss) per share:
Basic:
From continuing operations	$	1.25			1.08			0.46			0.55			0.65
From discontinued operations		(0.03	)		1.18			(1.48	)		(0.53	)		(4.15	)
Net earnings (loss)	$	1.22			2.26			(1.02	)		0.02			(3.50	)
Diluted:
From continuing operations	$	1.24			1.08			0.46			0.54			0.65
From discontinued operations		(0.03	)		1.17			(1.48	)		(0.52	)		(4.12	)
Net earnings (loss)	$	1.21			2.25			(1.02	)		0.02			(3.47	)
Weighted average number of shares:
Basic		15,354			14,621			11,179			11,094			10,702
Diluted		15,482			14,679			11,225			11,237			10,785

	As of December 31
	2007		2006		2005		2004		2003
Working capital related to continuing operations	$	198,491		176,570		67,580		68,835		22,608
Total assets		323,800		291,684		225,341		256,953		230,968
Long-term debt, including current installments		13,720		14,857		43,408		61,454		53,569
Shareholders’ equity		247,126		213,083		113,656		126,021		120,042

No cash dividends have been declared or paid during any of the periods presented.

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a leading innovator in the design, manufacture, and marketing of wireless communications solutions and address the markets for enterprise mobility, communications-on-the-move and in-flight connectivity markets for both commercial and government end-users. We focus on the needs of the mobile information user and the increasing demand for wireless broadband communications. Our products enable communications across a variety of coverage areas, ranging from global to regional to within a single facility. Our continuing operations include the following three segments:

• Defense & Space Systems (“D&SS”) - Highly engineered hardware for satellites and defense electronics applications;

• LXE - Rugged mobile computer terminals and related equipment for wireless local area networks; and

• SATCOM - Satellite communications antennas and terminals for aircraft and ground-based vehicles, and satellite ground stations for search and rescue operations.

We sell D&SS products primarily for defense applications. We sell LXE products and the majority of SATCOM’s products for commercial applications. Sales of products for U.S. government end-use comprised 24.6%, 21.3% and 17.7% of our net sales in 2007, 2006 and 2005, respectively.

Our sales to customers in the United States accounted for 61.2%, 68.4% and 66.6% of our consolidated net sales in 2007, 2006 and 2005, respectively. The largest single geographic market for our products outside the U.S. has recently been the United Kingdom, which accounted for 7.3%, 5.2% and 6.3% of consolidated net sales in 2007, 2006 and 2005, respectively. Net sales from our non-U.S. markets have generally increased when the Euro and other local functional currencies have increased in value as compared with the U.S. dollar.

Following is a summary of significant factors affecting the Company in 2007:

For continuing operations:

• Net sales reached an all-time high of $287.9 million in 2007, mainly due to record sales recorded at SATCOM and D&SS.

• Each of the three segments reported strong operating income in 2007. Consolidated operating income was 34.2% higher for 2007 than for 2006.

For discontinued operations:

• Discontinued operations had no material net effect on the Company’s 2007 financial results. The net loss before income taxes of $585,000 mainly related to resolution of various contingencies under the asset-sale agreements.

Description of Net Sales, Costs and Expenses

Net sales

The amount of net sales is the most significant factor affecting our operating income in a period. We recognize product-related net sales under most of our customer agreements when we ship units or complete the installation of our products. If multiple deliverables are involved or software is not incidental to a product as a whole (both mainly experienced at SATCOM), we recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” or Statement of Position No. 97-2, “Software Revenue Recognition,” as applicable. If the customer agreement is in the form of a long-term contract (mainly at D&SS and to a lesser degree at SATCOM), we recognize revenue under the percentage-of-completion method, using the ratio of cost-incurred-to-date to total-estimated-cost-at-completion as the measure of performance.

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We also generate net sales from product-related service contracts and repair services for D&SS, LXE and SATCOM, and engineering services projects for D&SS. We recognize revenue from product-related service contracts ratably over the life of the contract. We recognize revenue from contracts for engineering services using the percentage-completion method for fixed price contracts, or as costs are incurred for cost-type contracts. We recognize revenue from repair services as services are rendered.

Cost of sales

For our LXE and D&SS products, we conduct most of our manufacturing efforts in our Atlanta-area facilities. We manufacture all SATCOM products at our facility in Ottawa, Canada.

Product cost of sales includes the cost of materials, payroll and benefits for direct and indirect manufacturing labor, engineering and design costs, outside costs such as subcontracts, consulting or travel related to specific contracts, and manufacturing overhead expenses such as depreciation, utilities and facilities maintenance.

We sell a wide range of advanced wireless communications products into markets with varying competitive conditions, and cost of sales, as a percentage of net sales, varies with each product. Consequently, the mix of products sold in a given period is a significant factor affecting our operating income. In recent years, the cost-of-sales percentage has generally been lower for LXE and SATCOM products, as compared with products from D&SS.

The cost-of-sales percentage is principally a function of competitive conditions, but SATCOM is also affected by changes in foreign currency exchange rates. SATCOM derives most of its net sales from contracts denominated in U.S. dollars, but the Canada-based SATCOM segment incurs most of its costs in Canadian dollars. As the U.S. dollar weakens against the Canadian dollar, our reported manufacturing costs may increase relative to our net sales, which increases the cost-of-sales percentage.

Service cost of sales is based on labor and non-labor costs recognized as incurred to fulfill obligations under most of the Company’s service contracts. Cost of sales for long-term engineering services contracts are based on labor and non-labor costs incurred, relative to the estimated cost-to-complete the contractual deliverables.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses include salaries, commissions, bonuses and related overhead costs for our personnel engaged in sales, administration, finance, information systems and legal functions. Also included in SG&A are the costs of engaging outside professional services for consultation on legal, accounting, tax and management information system matters, auditing and tax compliance, and general corporate expenditures to other outside suppliers and service providers.

Research and development expenses

Research and development (“R&D”) expenses represent the cost of our development efforts, net of reimbursement under specific customer-funded R&D agreements. R&D expenses include salaries of engineers and technicians and related overhead expenses, the cost of materials utilized in research, and additional engineering or consulting services provided by independent companies. R&D costs are expensed as they are incurred. We also often incur significant development costs to meet the specific requirements of customer contracts in D&SS and SATCOM, and we report these costs in the consolidated statements of operations as cost of sales.

Interest income

Interest income mainly includes interest income from investments in government obligations money-market funds, in other money market instruments, and in interest-bearing deposits.

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Interest expense

We incur interest expense principally related to mortgages on certain facilities, and amortize deferred financing costs related to our revolving credit facilities. We do not presently incur interest related to our revolving credit facilities because in February 2006, the Company repaid all of its borrowings under these facilities from the proceeds of a public stock offering.

Foreign exchange gains and losses

We recognize foreign exchange gains and losses, mainly in our SATCOM and LXE segments, related to assets or liabilities that are denominated in a currency different from the local functional currency. For our Canada-based SATCOM segment, most trade receivables relate to contracts denominated in U.S. dollars; when the U.S. dollar weakens against the Canadian dollar, the value of SATCOM’s trade receivables decreases and foreign exchange losses result. For our LXE segment’s international subsidiaries, most trade payables are in U.S. dollars and relate to their purchases of hardware from LXE’s U.S. operations for sale in Europe and Asia; when the U.S. dollar weakens against the Euro or other international currency, the value of the LXE subsidiaries’ trade payables decreases and foreign exchange gains result.

We regularly assess the Company’s exposures to changes in foreign exchange rates and as a result, we enter into forward currency contracts to reduce those exposures. The notional amount of each forward currency contract is based on the amount of exposure for net assets or liabilities subject to changes in foreign currency exchange rates. We record changes in the fair value of these contracts in our consolidated statements of operations.

Income taxes

Typically, the main factor affecting our effective income tax rate each year is the relative proportion of taxable income that we expect to earn in our Canadian and European operations, where the effective rates are substantially lower than in the U.S. The lower effective rates outside the U.S. result from tax benefits in Canada for research-related expenditures and generally lower marginal statutory rates in Europe. Income tax expense in the U.S. in 2007 was reduced by approximately $700,000 of federal tax credits for qualifying research and development costs incurred during the year; however, the U.S. Congress has not extended (although it may yet do so) this tax credit to 2008. Based on the expected earnings in various tax jurisdictions, the Company expects its effective tax rate for 2008 to be approximately 20%.

The Company’s income tax benefit for 2006 included a $3.3 million tax benefit related to research and development costs incurred in prior years and qualifying for U.S. Federal tax credits. Additionally, the Company realized a benefit with respect to U.S. Federal tax credits for qualifying research and development costs incurred in 2006.

In 2006, the Company also recognized a $1.7 million benefit from the reduction of the valuation allowance based on the expected continuing profitability of SATCOM. The Company did not further reduce the valuation allowance in 2007 because of legislation enacted in 2007 to harmonize the tax regimes of the province of Ontario and the Canadian federal government, and the resulting uncertainty caused by harmonization regarding the future availability of certain deferred tax assets.

Discontinued operations

In 2005 and 2006, we disposed of Space & Technology/Montreal (“S&T/Montreal”), Satellite Networks (“SatNet”), and EMS Wireless, which have been reported as discontinued operations. In 2007, the expenses reported under discontinued operations mainly relate to the resolution of various contingencies, representations or warranties under standard indemnification provisions in the sales agreements. The Company records a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. Management believes that it is reasonably possible, but not probable, that additional accruals for these purposes may be made, in particular, for the cost of repair of certain products manufactured by one of the disposed divisions. At present, the Company cannot reasonably estimate the range of cost for this potential liability or whether such liability would be material. No accrual has been recorded for this potential liability as of December 31, 2007.

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Results of Operations
(as a percentage of net sales, unless noted otherwise)

	Years ended December 31
	2007			2006			2005
Product net sales		86.0	%		85.6	%		85.1	%
Service net sales		14.0			14.4			14.9
Net sales		100.0			100.0			100.0
Product cost of sales, as a percentage of product net sales		61.3			62.4			64.9
Service cost of sales, as a percentage of service net sales		58.6			66.7			66.2
Cost of sales		60.9			63.0			65.1
Selling, general and administrative expenses		25.9			25.4			25.2
Research and development expenses		6.5			6.1			5.2
Operating income		6.7			5.5			4.5
Interest income		1.9			0.9			0.3
Interest expense		(0.7	)		(0.7	)		(1.5	)
Foreign exchange loss		(0.5	)		(0.3	)		(0.1	)
Earnings from continuing operations before income taxes		7.4			5.4			3.2
Income tax (expense) benefit		(0.7	)		0.7			(0.9	)
Earnings from continuing operations		6.7			6.1			2.3
Discontinued operations:
Earnings (loss) from discontinued operations before income taxes		(0.2	)		9.3			(6.2	)
Income tax (expense) benefit		—			(2.8	)		(1.2	)
(Loss) earnings from discontinued operations		(0.2	)		6.5			(7.4	)
Net earnings (loss)		6.5	%		12.6	%		(5.1	)%

Years ended December 31, 2007 and 2006:

Net sales increased by 10.2% to $287.9 million from $261.1 million in 2007 as compared with 2006, and net sales grew in each of the Company’s three segments. SATCOM and D&SS recorded the largest growth in net sales, with increases of 27.2% and 12.7%, respectively. These increases were mainly the result of strong sales of high-speed-data aeronautical products by SATCOM, increased activity on U.S. military programs, and a new commercial satellite program by D&SS. LXE’s net sales were slightly higher because the growth in net sales from international markets offset the decline in net sales from the Americas markets.

Product net sales increased by 10.7% to $247.5 million in 2007 as compared with 2006. This increase in consolidated product net sales was mainly due to 29.0% growth in product net sales at SATCOM that resulted from continued strong demand for its high-speed-data aeronautical products, as well as higher revenues recognized on long-term contracts at D&SS. Service net sales increased by 7.4% to $40.4 million in 2007 as compared with 2006 mainly due to growth in the LXE and SATCOM service businesses, which supports the increased number of products placed into service. As a percentage of total net sales, product net sales and service net sales remained relatively unchanged in 2007 as compared with 2006.

Consolidated total cost of sales, as a percentage of consolidated total net sales, decreased in 2007 as compared with 2006 due to lower cost-of-sales percentages recorded by each of our three segments, and a higher proportion of total net sales generated by SATCOM, which generally has the Company’s lowest cost of sales percentage. Product cost of sales, as a percentage of its respective net sales, decreased in 2007 as compared with 2006 due to SATCOM’s lower material costs and more favorable product mix, as well as an improved contract performance by D&SS. Service cost of sales, as a percentage of its respective net sales, decreased in 2007 as compared with 2006, due to lower repair rates experienced under existing maintenance contracts by SATCOM and LXE.

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SG&A, as a percentage of consolidated net sales, increased slightly from 25.4% to 25.9%. The increase in the SG&A percentage and the $8.2 million increase in SG&A expenditures related to: (1) efforts to support the growth in net sales, (2) the effect of changes in foreign exchange rates on the reported costs of LXE and SATCOM, and (3) an increase of approximately $550,000 in the allowance for doubtful accounts at SATCOM.

R&D expenses increased by $3.0 million mainly due to additional internal development programs for new product introductions by LXE, and next-generation products at SATCOM. R&D expenses also increased due to the effect of changes in foreign exchange rates on the reported costs of SATCOM.

Interest income increased by $3.1 million in additional interest income earned from higher average investment balances. This was primarily due to the $49.9 million received from the sale of the EMS Wireless in December 2006.

Our foreign currency derivative program was somewhat less effective in reducing the currency risk related to the timing of the growth in foreign sales in 2007, resulting in greater foreign exchange losses in 2007 as compared with 2006.

The Company’s effective tax rate for 2007 was 9.8%, as compared with the pro forma effective rate of 30% (excluding the benefit of a $3.3 million recognition of estimated research and development credits generated in the U.S., and a $1.7 million benefit realized from the reduction of the valuation allowance based on the expected continuing profitability of SATCOM) for 2006. This decrease in the effective income tax rate in 2007 was based mainly upon a higher proportion of profits earned in Canada and other foreign jurisdictions, where we have a much lower effective rate than in the U.S. The lower effective tax rates outside the U.S. are due to research-related tax benefits in Canada and generally lower marginal statutory rates in Europe. The effective tax rate for 2008 is expected to be approximately 20%.

Years ended December 31, 2006 and 2005:

Net sales increased by $35.2 million to $261.1 million from $225.9 million, in 2006 as compared with 2005. Each of the three segments contributed to the increase in net sales, with the largest increase reported by SATCOM. SATCOM’s net sales increased by 37.7% to $70.7 million, mainly due to continued growth in high-speed-data aeronautical terminals for both commercial and military markets. LXE’s net sales increased $14.9 million mainly due to an increased number of hardware units shipped to the Americas and International markets, reflecting the positive acceptance of their most current product offerings.

Product net sales increased by $31.2 million to $223.5 million from $192.3 million, in 2006 as compared with 2005. This was due to the strong growth of high-speed-data aeronautical terminals recorded by SATCOM, and the increase in hardware product shipments by LXE. Service net sales increased by $4.0 million to $37.6 million from $33.6 million, in 2006 as compared with 2005. This was mainly due to growth in the service business by SATCOM to support the increased number of products placed in service, and increased activity on a significant military communications research project awarded to D&SS. As a percentage of total net sales, both product net sales and service net sales remained relatively unchanged in 2006 as compared with 2005.

Consolidated total cost of sales, as a percentage of consolidated total net sales, decreased in 2006 as compared with 2005 mainly due to a higher proportion of total net sales generated from SATCOM and LXE, which have lower cost-of-sales percentages than D&SS. Product cost of sales, as a percentage of its respective net sales, decreased for 2006 as compared with 2005 mainly due to a more favorable product mix from LXE. Service cost of sales, as a percentage of its respective net sales, remained relatively unchanged in 2006 as compared with 2005.

SG&A, as a percentage of net sales, remained relatively unchanged from 2006 to 2005, although actual expenses increased by $9.4 million. This increase was primarily due to higher administrative expenses to support the increase in sales by SATCOM and LXE, increased sales and marketing expenditures in international markets by LXE, and higher corporate expenses related primarily to costs incurred to third parties with respect to the analysis of research and development costs qualifying for U.S. Federal tax credits. An additional factor in the SG&A growth was the

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weaker U.S. dollar versus the Canadian dollar, which raised the reported U.S. dollar-equivalent of SG&A expenses incurred in the Canada-based SATCOM segment.

R&D expenses increased by $4.1 million in 2006 as compared with 2005 mainly due to additional internal development programs for next-generation products at SATCOM.

Interest income increased by $1.7 million as a result of additional interest income earned from higher average investment balances after the February 2006 public stock offering.

Interest expense decreased by $1.4 million due to lower average debt outstanding in 2006 as compared with 2005. In February 2006, the Company repaid all of its borrowings under its U.S. and Canadian revolving credit facilities with the net proceeds received from its public stock offering.

Our foreign currency derivative program was somewhat less effective in reducing the currency risk related to the timing of the growth in foreign sales in 2006, resulting in greater foreign exchange losses in 2006 as compared with 2005.

The Company recognized a $3.3 million tax benefit related to research and development costs incurred in prior years and qualifying for U.S. Federal tax credits. Additionally, the Company realized a benefit with respect to the current year U.S. Federal tax credits for current year qualifying research and development costs. The Company also realized a $1.7 million benefit from the reduction of the valuation allowance based on the expected continuing profitability of SATCOM. The reduction in the income tax expense was also due to a significantly lower proportion of earnings in 2006 being derived from the U.S., which has a higher effective income tax rate than most other countries (especially Canada) in which we do business. Our low effective rate in Canada is due to research-related tax benefits.

Net Sales, Cost of Sales, and Operating Income (Loss) by Segment

Our segment net sales, cost-of-sales as a percentage of respective segment net sales, and segment operating income (loss) for the years ended December 31, 2007, 2006 and 2005 were as follows (in thousands, except percentages):

	Years ended December 31
	2007			2006			2005
Net sales:
Defense & Space Systems	$	59,090			52,416			51,394
LXE		138,821			138,001			123,140
SATCOM		89,968			70,702			51,353
Total	$	287,879			261,119			225,887
Cost-of-sales percentage:
Defense & Space Systems		75.4	%		79.1	%		80.0	%
LXE		58.0			58.5			60.3
SATCOM		55.9			59.4			60.3
Total		60.9			63.0			65.1
Operating income (loss):
Defense & Space Systems	$	4,876			2,572			3,186
LXE		7,067			11,043			7,520
SATCOM		12,189			6,170			3,524
Corporate and other		(4,865	)		(5,428	)		(4,006	)
Total	$	19,267			14,357			10,224

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Defense & Space Systems: Net sales reached an all-time-high of $59.1 million in 2007, and increased 12.7% as compared with 2006. The growth in net sales was mainly due to increased activity on U.S. military programs, and a significant commercial satellite program that began in 2007. Strong orders in 2007 for long-term defense contracts resulted in a record backlog totaling $65.7 million at December 31, 2007. Net sales increased in 2006 as compared with 2005 due to strong orders growth for long-term defense contracts. Orders for long-term defense contracts slowed in 2005 as a result of delayed funding caused by U.S. Department of Defense budgetary delays.

Cost of sales, as a percentage of net sales, was lower in 2007 as compared with 2006 mainly due to improved contract performance. The cost-of-sales percentage remained relatively unchanged for years ending December 31, 2006 and 2005.

LXE: Net sales in 2007 increased slightly as compared with 2006 mainly due to an increased number of terminals shipped to international markets, which offset a decline in net sales in the Americas. We attribute the strength of international markets to favorable exchange rates and to the benefits of our international sales and marketing efforts. We believe that the softer Americas market reflects slower capital spending in a sluggish economy.

Net sales increased by $14.9 million in 2006 from 2005 mainly due to an increased number of hardware units shipped to the Americas and International markets. This increase followed additional sales and marketing efforts, and favorable market acceptance of LXE’s product offerings, including the MX7 handheld computer. The Company’s expansion into Asia-Pacific and Middle East markets also contributed to the increase in net sales in the international markets in 2006 as compared with 2005.

Cost of sales, as a percentage of net sales, declined slightly mainly due to lower repair rates experienced under existing maintenance contracts. Cost of sales, as a percentage of net sales, in 2006 was lower as compared with 2005 mainly due to a more favorable product mix.

SG&A expenses increased in 2007 and in 2006 as compared with the previous years due to the expansion of marketing and distribution in international markets, the effect of changes in foreign exchange rates, and the upgrade of LXE’s enterprise resource planning system.

SATCOM: Net sales increased by 27.2% in 2007 as compared with 2006 as the segment achieved record sales levels in 2007. These higher sales were due to a continued strong market for SATCOM’s aeronautical products, especially in the corporate jet market, as well as a major emergency management project begun at the end of 2006. Net sales in 2006 increased significantly compared with 2005. This increase was mainly a result of strong sales of new high-speed-data aeronautical products introduced to expand this product line in response to growing demands by both the commercial and military markets. Net sales also increased as a result of the growth in unit sales of land-mobile portable antenna products in 2006, and the strong demand for emergency management products and legacy aeronautical antennas.

Cost of sales, as a percentage of net sales, decreased in 2007 as compared with 2006 mainly due to lower material costs for U.S.-Sourced goods resulting from the stronger Canadian dollar, and a more favorable product mix. Cost of sales, as a percentage of net sales, was relatively unchanged for the two years ending December 31, 2006.

SG&A expenditures increased by approximately $3.1 million in 2007 as compared with 2006. This was mainly due to higher selling and marketing expenses to support the growth in net sales, the effect of changes in foreign exchange rates, and an approximately $550,000 increase in the allowance for doubtful accounts in 2007 to reflect the risk related to a slow-paying distributor.

Discontinued Operations: In 2005 and 2006, we disposed of S&T/Montreal, SatNet, and EMS Wireless, which have been reported as discontinued operations. In 2007, the expenses reported under discontinued operations mainly relate to the resolution of various contingencies, representations or warranties under standard indemnification provisions in the sales agreements. The Company records a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated.

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In 2007, discontinued operations reported a loss before income taxes of $585,000 mainly due to costs incurred to resolve various contingent items, as well as expenses for legal, audit, and other outside services for the sale of SatNet and EMS Wireless.

Our discontinued operations reported pre-tax earnings of $24.4 million in 2006, which included a $26.9 million gain on the sale of EMS Wireless. This gain was partially offset by an operating loss from SatNet through its date of disposition, costs resulting from the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.

The 2005 pre-tax results from our discontinued operations was a loss of $14.0 million. This loss included impairment charges of $10.0 million and $6.2 million for S&T/Montreal and SatNet, respectively, to reflect the revised estimate of the fair value, less cost to sell, of these divisions and a $2.2 million loss upon the sale of S&T/Montreal. The loss also reflected cost increases on certain long-term contracts at S&T/Montreal and lower than expected net sales by SatNet. In addition, the results from these Canada-based discontinued operations were adversely affected by a weaker U.S. dollar compared with the Canadian dollar, which increased the reported costs of SatNet’s operations relative to sales under its customer agreements, most of which were denominated in U.S. dollars. These losses were partially offset by earnings of $6.9 million from EMS Wireless due to substantial sales of domestic antenna products to several wireless service providers.

Liquidity and Capital Resources

During 2007, cash flow from continuing operating activities increased to $42.1 million mainly due to the net earnings reported by each of our three segments, and the significant collections of receivables by D&SS and LXE. The $3.3 million of net cash used in operating activities in discontinued operations was mainly for payments of working capital adjustments in accordance with the terms of the sales agreements for SatNet and EMS Wireless.

During 2006, financing activities from continuing operations generated $35.2 million in positive cash flow. The $35.2 million primarily resulted from the $58.7 million in net proceeds received from the Company’s public stock offering of 3,795,000 shares, offset by the repayment of all of the Company’s borrowings under its U.S. and Canadian revolving credit facilities. The $49.9 million, $5.5 million, and $3.2 million in net cash received in 2006 from the sale of EMS Wireless, SatNet, and S&T/Montreal, respectively, has been included in cash flows from investing activities.

The Company invested the remaining proceeds from its stock offering along with the proceeds received in 2006 from the sale of SatNet and EMS Wireless in a government obligations money-market fund, in other money-market instruments, and in interest-bearing deposits. These investments are all highly liquid and include debt instruments with an initial or remaining term of less than three months. These funds are intended to be used, along with the available credit facility borrowings, to pursue strategic opportunities in markets and products.

At December 31, 2007, the Company had a $47.5 million maximum borrowing capacity under its U.S. revolving credit facility and a $14.2 million maximum borrowing capacity under its Canadian revolving credit facility, and no borrowings were outstanding under either facility. The Company had $6.3 million of outstanding letters of credit at the end of 2007, and the net total available for borrowing under these revolving credit facilities was $55.4 million.

These revolving facilities were secured by substantially all tangible and intangible assets, with certain exceptions for real estate that secured existing mortgages and other permitted liens. Interest under both the U.S. and the Canadian revolving loans were, at the Company’s option, a function of either the bank’s prime rate or LIBOR. A commitment fee equal to 0.375% per annum of the daily average unused credit in both the U.S. and Canada was payable quarterly. These credit facilities also restricted our ability to declare or pay cash dividends. The agreements for these revolving credit facilities were extended through March 7, 2008, and were terminated when the Company entered into the new Loan Agreement described below.

On February 29, 2008, the Company entered into a new Revolving Credit Agreement (the “Loan Agreement”) with a syndicate of banks. This new agreement replaced both the previous U.S. revolving credit loan and the Canadian revolving credit loan agreements. Under the new agreement, the Company has $60 million total capacity for borrowing in the U.S. and $15 million total capacity for borrowing in Canada. The agreement also has a provision

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permitting an increase in the total borrowing capacity of up to an additional $50 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitment. The Loan Agreement provides for borrowings through February 28, 2013 (the Maturity Date), with no principal payments required until maturity. The Loan Agreement is secured by substantially all tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages and other permitted liens and for certain assets in foreign countries.

Interest will be, at the Company’s option, a function of either the bank’s prime rate or LIBOR. A commitment fee equal to 0.30% per annum of the daily unused credit is payable quarterly. The Company will also pay legal, accounting, and other fees and expenses in connection with the Loan Agreement.

The Loan Agreement includes a financial covenant that establishes a maximum ratio of total funded debt to historical consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). The Loan Agreement also establishes a minimum ratio of consolidated EBITDA less capital expenditures and taxes paid to specific fixed charges, primarily interest, scheduled principal payments under all debt agreements and dividends. The Loan Agreement includes various other covenants that are customary in such borrowings. The agreement also restricts the ability of the Company to declare or pay cash dividends.

The Company expects that capital expenditures in 2008 will range from $15 million to $17 million. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity.

Management believes that existing cash and cash equivalent balances, cash provided from operations, and borrowings available under its credit agreements will provide sufficient liquidity to meet the operating and capital expenditure needs for existing operations during the next 12 months. On February 8, 2008, the Company used $15.3 million of cash to acquire Akerstroms Trux AB (“Trux”), of Bjorbo, Sweden. Additional information on this acquisition is contained in Note 3 of the Company’s consolidated financial statements.

Off-Balance Sheet Arrangements

The Company had $6.3 million of standby letters of credit to satisfy performance guarantee requirements under certain customer contracts outstanding under these revolving credit agreements. While these obligations are not normally called, they could be called by the beneficiaries at any time before the expiration date should we fail to meet certain contractual requirements. The Company had an additional $70,000 of standby letters of credit outstanding with another Canadian bank as a performance guarantee on a long-term contract. The Company deposited $81,000 at a Canadian bank as collateral for these standby letters of credit, which is classified as restricted cash on the Company’s consolidated balance sheet. This will become available in the first quarter of 2010 as the underlying letters of credit expire or are settled. At December 31, 2007, the Company had $46.8 million available for borrowing in the U.S. and $8.6 million available for borrowing in Canada under the respective revolving credit agreements after outstanding letters of credit.

The sales agreements for the disposal of S&T/Montreal, SatNet, and EMS Wireless contain standard indemnification provisions for various contingencies that could not be resolved before the dates of closing and for various representations and warranties by the Company and the purchasers. The Company records a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated.

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Commitments and Contractual Obligations

Following is a summary of the Company’s material contractual cash commitments as of December 31, 2007 (in thousands):

	Payments due by period
			Less		1-3		4-5		After 5
	Total		1 year		years		years		years
Long-term debt, excluding capital lease obligations	$	13,704		3,162		2,624		3,118		4,800
Interest on outstanding long-term debt		4,014		909		1,443		1,005		657
Capital lease obligations		16		12		4		—		—
Operating lease obligations		22,098		3,544		4,735		4,359		9,460
Deferred compensation agreements		571		116		220		120		115
FIN 48-Uncertain tax positions (1)		2,591		2,591		—		—		—
Agreement to acquire satellite service sub-license		8,000		1,000		2,000		2,000		3,000
Purchase commitments (2)		24,774		24,539		235		—		—

(1)

The Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As a result of the adoption of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits. Upon adoption on January 1, 2007, the Company had $2,560,000 of unrecognized tax benefits, as adjusted to $2,714,000 to reflect the reclassification of amounts in discontinued operations and accrued interest on unrecognized benefits. At December 31, 2007, the Company had $2,591,000 of unrecognized tax benefits, $2,105,000 of which would affect the Company’s effective tax rate if recognized.

(2)

Purchase commitments primarily represent existing commitments under purchase orders or contracts to purchase inventory and raw materials for our products. Most of these purchase orders and contracts can be terminated for a fee that is either fixed or based on when termination occurs.

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Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which often require the judgment of management in the selection and application of certain accounting principles and methods. We consider the following accounting policies to be critical to understanding our consolidated financial statements, because the application of these policies requires significant judgment on the part of management, and as a result, actual future developments may be different from those expected at the time that we make these critical judgments.

Revenue recognition on long-term contracts

Revenue recognition for fixed-price, long-term contracts is a critical accounting policy involving significant management estimates by D&SS and SATCOM. Long-term contracts use the ratio of cost-incurred-to-date to total-estimated-cost-at-completion as the measure of performance that determines how much revenue should be recognized (“percentage-of-completion” method of accounting). Cost incurred and estimates of cost to complete include overhead expenses, which are applied at a budgeted rate; the budgeted overhead rate has historically been closely comparable with the periodic actual overhead rate, but any budget-versus-actual rate variance during an accounting period is expensed in that period, with no effect on revenues recognized.

The determination of total estimated cost relies on engineering estimates of the cost to complete the contract, with allowances for identifiable risks and uncertainties. If changes in engineering estimates result in an expected cost overrun (i.e., the estimated cost to complete exceeds the revenue to be recognized on the remainder of the contract), then revenue recognized-to-date will be adjusted downward, so that the revenue to be recognized on the remainder of the contract will equal the estimated cost to complete. Engineering estimates are frequently reviewed and updated; however, unforeseen problems can occur to substantially reduce the rate of future revenue recognition in relation to costs incurred.

Billings under a long-term contract are often subject to the accomplishment of contractual milestones or specified billing arrangements that are not directly related to the rate of costs being incurred under a contract. As a result, revenue recognized under percentage-of-completion for any particular period may vary from billings for the same period. At December 31, 2007, the Company had recognized a cumulative total of $26.0 million in revenues from continuing operations under percentage-of-completion accounting, but which revenues were unbilled as of that date due to the billing milestones specified in the respective customer contracts.

Net sales under cost-reimbursement contracts in D&SS are recorded as costs are incurred and include an estimate of fees earned under specific contract terms. Costs incurred include overhead, which is applied at rates approved by the customer. Fixed fees are earned ratably over the life of a contract. Incentive fees are based upon achievement of objective criteria for technical product performance or delivery milestones, although such fees may also be based upon subjective criteria (for example, the customer’s qualitative assessment of the Company’s project management). In all cases related to incentive fee arrangements, the Company does not record revenue until the fee has been earned under the terms of the contract.

Net sales under all other contracts are recognized when units are shipped or services are performed, unless multiple deliverables are involved or software is more than incidental to a product as a whole (mainly experienced at SATCOM), in which case we recognize revenue in accordance with either FASB EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” or Statement of Position No. 97-2, “Software Revenue Recognition” as applicable. Net sales do not include sales tax collected.

Inventory valuation

Management assesses the value of inventory based upon an analysis of the aging of the inventory and assumptions that management develops concerning how the value of inventory for specific products, markets or applications may decrease over time. Inventory write-downs are accounted for as adjustments to the related inventory’s cost basis, and reserves are reduced only upon subsequent sale, disposal or usage of the inventory, rather than upon any subsequent improvement in the inventory aging.

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Evaluation of long-lived assets for impairment

All long-lived assets on the consolidated balance sheet are periodically reviewed for impairment. If an indication of impairment arises, we test recoverability by estimating the cash flows expected to result from the long-lived assets under several different scenarios, including the potential sale of assets, as well as continued holding of the assets under several different kinds of business conditions.

The net assets held for sale for S&T/Montreal and SatNet were written down in 2005 to their estimated fair values upon disposal, less cost to sell. As a result, an impairment charge of $16.2 million was included in the results of our discontinued operations in 2005.

Evaluation of contingencies related to discontinued operations

In 2005 and 2006, we disposed of S&T/Montreal, SatNet, and EMS Wireless, all of which have been reported as discontinued operations. In 2007, the expenses reported under discontinued operations mainly relate to the resolution of various contingencies, representations or warranties under standard indemnification provisions in the sales agreements. The Company records a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. As of December 31, 2007, we accrued amounts related to the expected resolution of the dispositions of discontinued operations that could vary from the actual amounts. The most significant accrued cost is a $2.2 million liability, including interest, for the estimated loss under a sub-license agreement with one of the purchasers, which we released from a corporate guarantee as part of the sales agreement.

Management believes that it is reasonably possible, but not probable, that additional accruals may be made, in particular, for the cost of repair of certain products manufactured by one of the disposed divisions. At present, the Company cannot reasonably estimate the range of cost for this potential liability or whether such liability would be material. No accrual has been recorded for this potential liability as of December 31, 2007.

Establishment of reserves for deferred income tax assets

It had been management’s expectation until 2005 that our Canadian operations would generate enough research-related tax benefits each year to offset any Canadian federal tax liability for any given year. We had reserved substantially all the net deferred tax assets associated with these research-related tax benefits (totaling approximately $40.8 million at the beginning of 2005), because the extent to which these deferred income tax assets were to be realized in the future was uncertain.

With the disposal of unprofitable operations beginning in 2005 and the profitability of continuing operations in Canada, the Company reassessed the valuation of its research-related deferred tax assets in Canada. The Company concluded in both 2005 and 2006 that future pre-tax profitability in Canada was expected to increase, and qualified research in Canada was expected to decrease. As a result of these factors, the Company expected to utilize at least a portion of its research-related deferred tax assets, and, therefore, the reserve for deferred tax assets was reduced by $1.7 million and $400,000 in 2006 and 2005, respectively. The Company did not further reduce the valuation allowance in 2007 because of legislation enacted in 2007 to harmonize the tax regimes of the province of Ontario and the Canadian federal government, and the resulting uncertainty caused by harmonization regarding the future availability of certain deferred tax assets. The reserve for Canadian deferred tax assets may be reduced in the future — resulting in an income tax benefit to future consolidated statements of operations — if the uncertainty regarding the effect of harmonization is favorably resolved, and if profitability expectations for the future continue to increase.

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Risk Factors and Forward-Looking Statements

The Company has included forward-looking statements in management’s discussion and analysis of financial condition and results of operations. All statements, other than statements of historical fact, included in this report that address activities, events or developments that we expect or anticipate will or may occur in the future, or that necessarily depend upon future events, including such matters as our expectations with respect to future financial performance, future capital expenditures, business strategy, competitive strengths, goals, expansion, market and industry developments and the growth of our businesses and operations, are forward-looking statements. Actual results could differ materially from those suggested in any forward-looking statements as a result of a variety of factors. Such factors include, but are not limited to:

§	economic conditions in the U.S. and abroad and their effect on capital spending in the Company’s principal markets;
§	difficulty predicting the timing of receipt of major customer orders, and the effect of customer timing decisions on the Company’s quarterly results;
§	successful completion of technological development programs by the Company and the effects of technology that may be developed by, and patent rights that may be held or obtained by, competitors;
§	U.S. defense budget pressures on near-term spending priorities;
§	uncertainties inherent in the process of converting contract awards into firm contractual orders in the future;
§	volatility of foreign exchange rates relative to the U.S. dollar and their effect on purchasing power by international customers, and the cost structure of the Company’s non-U.S. operations, as well as the potential for realizing foreign exchange gains and losses associated with non-U.S. assets or liabilities held by the Company;
§	successful resolution of technical problems, proposed scope changes, or proposed funding changes that may be encountered on contracts;
§	changes in the Company’s consolidated effective income tax rate caused by the extent to which actual taxable earnings in the U.S., Canada and other taxing jurisdictions may vary from expected taxable earnings;
§	successful transition of products from development stages to an efficient manufacturing environment;
§	changes in the rate at which the Company’s products are returned for repair or replacement under warranty;
§	customer response to new products and services, and general conditions in the Company’s target markets (such as logistics, and space-based communications), and whether these responses and conditions develop according to our expectations;
§	the success of certain of the Company’s customers in marketing our line of high-speed commercial airline communications products as a complementary offering with their own lines of avionics products;
§	the availability of financing for our customers’ major programs, such as satellite data communications systems;
§	development of successful working relationships with local business and government personnel in connection with distribution and manufacture of products in foreign countries;
§	the demand growth for various mobile and high-speed data communications services;
§	the Company’s ability to attract and retain qualified personnel, particularly those with key technical skills;

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§	our ability to negotiate successfully with potential acquisition candidates, finance acquisitions, or effectively integrate the acquired businesses, products or technologies into the Company’s existing businesses and products, and the risk that any such acquired businesses, products or technologies do not perform as expected, are subject to undisclosed or unanticipated liabilities, or are otherwise dilutive to our earnings;
§	the potential effects, on cash and results of discontinued operations, of final resolution of potential liabilities under warranties and representations made by the Company, and obligations assumed by purchasers, in connection with the Company’s dispositions of discontinued operations;
§	the availability, capabilities and performance of suppliers of basic materials, electronic components and sophisticated subsystems on which the Company must rely in order to perform according to contract requirements, or to introduce new products on the desired schedule; and
§	uncertainties associated with U.S. export controls and the export license process, which restrict the Company’s ability to hold technical discussions with customers, suppliers and internal engineering resources and can reduce the Company’s ability to obtain sales from foreign customers or to perform contracts with the desired level of efficiency or profitability.

Additional information concerning these and other potential risk factors is included in Item 1A. of this Annual Report on Form 10-K under the caption “Risk Factors.”

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Effect of New Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosure about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those years. In February 2008, the FASB issued FASB Staff Positions (“FSP”) No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” and FSP No. 157-2, “Effective Date of FASB Statement No. 157.” FSP No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for Leases,” and its related interpretive accounting pronouncements that address leasing transactions. FSP No. 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until the beginning of the first quarter of 2009. The Company is in the process of evaluating the impact of SFAS No. 157 on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective at the beginning of fiscal years beginning after November 15, 2007. The Company’s adoption of SFAS No. 159 is not expected to have a material impact on its 2008 consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which establishes principles for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired and liabilities assumed in a business combination, recognizes and measures the goodwill acquired in a business combination, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of a business combination. The Company is required to apply this Statement prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The Company is in the process of evaluating the impact of SFAS No. 141R on its 2009 consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. SFAS No.160 requires noncontrolling ownership interests (previously referred to as minority interests) to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the statement of operations. SFAS No. 160 is effective for all periods beginning after December 15, 2008. The Company’s adoption of SFAS No. 160 is not expected to have a material impact on its 2009 consolidated financial statements.

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ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

At December 31, 2007, the Company had the following market risk sensitive instruments (in thousands):

Revolving credit loan with a bank in the United Kingdom, maturing in April 2008, interest payable monthly at a variable rate (6.50% at December 31, 2007)	$	1,962
Government obligations money-market funds, other money market instruments, and interest-bearing deposits, with maturity dates of less than 3 months, interest payable month at variable rates (an average rate of 4.41% at December 31, 2007)		115,307

A 1% increase in the interest rates of our market risk sensitive instruments would have increased interest expense by $17,000, and increased interest income by $989,000 for the year based upon their respective average outstanding balances.

At December 31, 2007, the Company also had intercompany accounts that eliminate in consolidation but that are considered market risk sensitive instruments as follows. These include short-term amounts due to the parent (payable by international subsidiaries arising from purchase of the parent’s products for sale), intercompany sales of products from foreign subsidiaries to a U.S. subsidiary, and cash advances to a foreign subsidiary.

	Exchange Rate	$U.S.
	($U.S. per unit of	in thousands
	local currency)	(reporting currency)
Australia	0.8774 /Dollar	$	2,358
Italy	1.4602 /Euro		2,022
Germany	1.4602 /Euro		1,751
France	1.4602 /Euro		1,237
Netherlands	1.4602 /Euro		720
United Kingdom	1.9836 /Pound		651
Sweden	0.1548 /Krona		268
Belgium	1.4602 /Euro		200
Canada	1.0120 /Dollar		(445	)
Total intercompany payable (receivable) subject to foreign currency risk		$	8,762

The Company has foreign currency risks associated with forward contracts and embedded derivatives as follows (in thousands, except average contract rate):

				Average		($U.S.)
	Notional			Contract		Fair
	Amount			Rate		Value
Foreign currency forward contracts
U.S. dollars (sell for Canadian dollars)		25,600	USD		1.0039	$	335
British pounds (sell for U.S. dollars)		300	GBP		2.0152		10
Swedish Krona (sell for U.S. dollars)		1,450	SEK		6.4360		—
Euros (sell for U.S. dollars)		4,300	EURO		1.4585		(3	)
Australian dollars (sell for U.S. dollars)		1,850	AUD		0.8391		(46	)
British pounds (buy with Canadian dollars)		1,000	GBP		2.0351		(77	)
						$	219
Embedded derivatives
Qualifying for U.S. dollar contracts at Canadian subsidiary		11,198	USD		1.0120	$	19

The Company enters into foreign currency forward contracts in order to mitigate the risks associated with currency fluctuations on future cash flows.

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ITEM 8. Financial Statements and Supplementary Data

Information required for this item is contained in the Consolidated Financial Statements and Notes to Consolidated Financial Statements included immediately after the Signature Page of this Annual Report on Form 10-K.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within a company have been detected.

The Company’s management, including the Chief Executive Officer (CEO) and its Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2007, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls were effective as of December 31, 2007.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements for external purposes, in accordance with generally accepted accounting principles. Management conducted its evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. We have concluded that, as of December 31, 2007, our internal control over financial reporting was effective based on these criteria.

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company, has issued an audit report on the Company’s internal control over financial reporting. The report is included in Item 9A(d) under the heading “Report of Independent Registered Public Accounting Firm.”

(c) Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the fourth quarter of 2007 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(d) Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
EMS Technologies, Inc.:

We have audited EMS Technologies, Inc.’s (the Company) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

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effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (Item 9A(b)). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based upon the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of EMS Technologies, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated March 17, 2008 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Atlanta, Georgia
March 17, 2008

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ITEM 9B. Other Information.

None.

PART III

ITEM 10. Directors, Executive Officers, and Corporate Governance

The information concerning directors and the Audit Committee financial experts called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders and is incorporated herein by reference.

We have a written Code of Business Ethics and Conduct that applies to our directors and to all of our employees, including our chief executive and chief financial officers. Our Code of Business Ethics and Conduct has been distributed to all employees, is available free of charge on our website at www.ems-t.com, under the link for “Investor Relations,” and is included as Exhibit 14 to this Report.

The information concerning executive officers called for by this Item is set forth under the caption “Executive Officers of the Registrant” in Item 1 hereof.

ITEM 11. Executive Compensation

The information called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders and is incorporated herein by reference.

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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table sets forth certain information about the Company’s equity compensation plans as of December 31, 2007:

					(c)
	(a)				Number of securities
	Number of securities		(b)		remaining available for
	to be issued upon		Weighted average		future issuance under
	exercise of		exercise price of		equity compensation plans
	outstanding options,		outstanding options,		(excluding securities
Plan Category	warrants and rights		warrants and rights		reflected in column(a))
Equity compensation plans approved by security holders		648,605	$	18.07		1,945,000
Equity compensation plans not approved by security holders		185,075	$	19.44		74,732
Total		833,680	$	18.37		2,019,732

All other information called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 13. Certain Relationships and Related Transactions and Director Independence

The information called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

Information on the Audit Committee’s pre-approval policy for the independent registered public accounting firm’s services, and information on the principal accountants’ fees and services called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2008 Annual Meeting of Shareholders and is incorporated herein by reference.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

(a) 1. Financial Statements

The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements, appearing immediately after the Signature Page, are filed as part of this Annual Report on Form 10-K.

(a) 2. Financial Statement Schedule

Schedule II. Valuation and Qualifying Accounts — Years ended December 31, 2007, 2006 and 2005

All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes.

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SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands):

	Years ended December 31, 2007, 2006 and 2005
			Additions
	Balance at		charged to											Balance
	beginning		costs and											at end
Classification	of year		expenses				Deductions					Other		of year
Allowance for Doubtful Accounts:
2005	$	892		565				(869	)	(a	)		—		588
2006		588		500				(347	)	(a	)		—		741
2007		741		1,404				(1,041	)	(a	)		—		1,104
Valuation Allowance for Deferred Tax Assets:
2005	$	36,835		10,134	(b	)		—					—		46,969
2006		46,969		307	(b	)		(14,355	)	(c	)		—		32,921
2007		32,921		16,222	(b	)		(49	)				—		49,094
Valuation Allowance for Assets Held for Sale:
2005	$	15,200		16,200	(d	)		(25,200	)	(e	)		—		6,200
2006		6,200		—				(6,200	)	(e	)		—		—
2007		—		—				—					—		—

(a)	Deductions represent receivables that were charged off to the allowance or recovered during the year.
(b)	The 2005 and 2007 increases in the valuation allowance for deferred tax assets related primarily to the net changes in the underlying deferred tax assets associated with the Company’s operations in Canada. In 2006, the Company increased the valuation allowance by $307,000 net, mainly for the benefits associated with certain foreign net operating losses. This increase in valuation allowance was based on management’s assessment that, due to changing business conditions and the limitation of tax planning strategies, the Company was not likely to fully realize these deferred tax assets.
(c)	In 2006, the decrease in valuation allowance for deferred tax assets reflects: 1) adjustments of $8.2 million with a corresponding reduction in the Canadian deferred tax assets; 2) utilization of a $3.3 million capital loss; 3) change in judgment of $1.7 million related to Canadian estimated future taxable income; and 4) utilization/change in judgment/sale of operations of $1.2 million related to non-Canadian foreign operations.
(d)	The 2005 charge was an adjustment to write down to estimated fair value the S&T/Montreal and SatNet assets held for sale.
(e)	The 2006 and 2005 reductions in the allowance were a result of the sale of the Company’s SatNet and S&T/Montreal divisions.

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a) 3. Exhibits

The following exhibits are filed as part of this report:

2.1 Asset Purchase Agreement dated as of October 31, 2006, between EMS Technologies, Inc. and Andrew Corporation (incorporated by reference to Exhibit 2.01 to the Company’s Report on Form 8-K dated December 1, 2006).

2.2 Amending Agreement, dated as of December 1, 2006, to the Asset Purchase Agreement dated as of October 31, 2006, between EMS Technologies, Inc. and Andrew Corporation (incorporated by reference to Exhibit 2.02 to the Company’s Report on Form 8-K dated December 1, 2006).

3.1 Second Amended and Restated Articles of Incorporation of EMS Technologies, Inc., effective March 22, 1999 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2004).

3.2 Bylaws of EMS Technologies, Inc., as amended through August 3, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K dated August 3, 2007).

4.1 EMS Technologies, Inc. Shareholder Rights Plan dated as of April 6, 1999, as amended November 2, 2007.*

4.2 Agreement with respect to long-term debt pursuant to Item 601(b)(4)(iii)(A) of regulation S-K (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

4.3 U.S. Revolving Credit Agreement, dated as of December 10, 2004, among the Company, the lenders from time to time party thereto, and SunTrust Bank as Administrative Agent (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.4 Security Agreement, dated as of December 10, 2004, by the Company and certain of its subsidiaries, in favor of SunTrust Bank as Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.5 Pledge Agreement, dated as of December 10, 2004, by the Company and certain of its subsidiaries, in favor of SunTrust Bank as Collateral Agent (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.6 Form of Note issued by the Company in favor of the lenders under the U.S. Revolving Credit Agreement, dated as of December 31, 2004 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.7 Amendment No. 1, dated February 11, 2005, to U.S. Revolving Credit Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.8 Amendment No. 2, dated August 10, 2005, to U.S. Revolving Credit Agreement (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

4.9 Amendment No. 3, dated November 30, 2006, to U.S. Revolving Credit Agreement (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

4.10 Canadian Revolving Credit Agreement, dated as of December 10, 2004, among EMS Technologies Canada, Ltd., the Company, the lenders from time to time party thereto, and Bank of America, National Association (Canada Branch) as Canadian Administrative Agent and Funding Agent (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

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4.11 Canadian Security Agreement, dated as of December 10, 2004, by EMS Technologies Canada, Ltd., in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.12 Deed of Movable Hypothec, dated as of December 10, 2004, by EMS Technologies Canada, Ltd., in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 5.0 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.13 Canadian Intellectual Property Security Agreement, dated as of December 10, 2004, by EMS Technologies Canada, Ltd., in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 5.1 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.14 Pledge Agreement, dated as of December 10, 2004, by the Company and certain of its domestic subsidiaries in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 5.2 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.15 Trademark Security Agreement, dated as of December 10, 2004, by the Company and one of its domestic subsidiaries in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 5.3 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.16 Patent Security Agreement, dated as of December 10, 2004, by the Company and one of its domestic subsidiaries in favour of Bank of America, National Association (Canada Branch) as Canadian Collateral Agent (incorporated by reference to Exhibit 5.4 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.17 Form of Note issued by the Company in favour of the lenders under the Canadian Revolving Credit Agreement, dated as of December 31, 2004 (incorporated by reference to Exhibit 5.5 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.18 Amendment No. 1, dated February 11, 2005, to Canadian Revolving Credit Agreement (incorporated by reference to Exhibit 5.6 to the Company’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2004).

4.19 Amendment No. 2, dated June 24, 2005, to Canadian Revolving Credit Agreement (incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

4.20 Amendment No. 3, dated August 10, 2005, to Canadian Revolving Credit Agreement (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

4.21 Consent and Amendment Agreement, dated February 2006, to Canadian Revolving Credit Agreement (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

4.22 Amendment No. 4, dated November 7, 2007, to U.S. Revolving Credit Agreement. *

4.23 Amendment No. 4, dated November 7, 2007, to Canadian Revolving Credit Agreement. *

4.24 Credit Agreement, dated as of February 29, 2008, among the Company and EMS Technologies Canada, LTD., the lenders from time to time party thereto, and Bank of America as Domestic and Canadian Administrative Agent (incorporated by reference to Exhibit 4.01 to the Company’s Report on Form 8-K dated March 5, 2008).

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4.25 Letter dated April 29, 2006 between the Company and Paul B. Domorski concerning the terms of his employment as President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2006).

4.26 Form of Restricted Stock Award Restriction Agreement, dated June 2, 2006, under the 1997 Stock Incentive Plan, entered between the Company and Paul B. Domorski (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2006).

10.1 Letter dated June 2, 2006 between the Company and Alfred G. Hansen concerning the terms of his employment as Senior Adviser (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2006).

10.2 Agreement, effective as of June 2, 2006, between the Company and Paul B. Domorski, concerning termination of employment under certain circumstances (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).

10.3 Form of Agreement between the Company and each of its executive officers other than the Chief Executive Officer, related to certain change-of-control events (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).

10.4 EMS Technologies, Inc. Officers’ Deferred Compensation Plan, as amended effective January 1, 2005 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2006).

10.5 EMS Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated July 28, 2006 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).

10.6  Form of Restricted Stock Award Restriction Agreement, dated July 28, 2006, under the 1997 Stock Incentive Plan, entered between the Company and each of James S. Childress, Vice President of the Company and President and General Manager of LXE, and Neilson A. Mackay, Vice President of the Company and Senior Vice President and General Manager of SATCOM (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).

10.7 EMS Technologies, Inc. 1997 Stock Incentive Plan, as adopted January 24, 1997, and amended through May 10, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).

10.8 Form of Stock Option Agreement evidencing options granted prior to 2001 to executive officers under the EMS Technologies, Inc. 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).

10.9 Form of Stock Option Agreement evidencing options granted after 2000 (other than in 2005) to executive officers under the EMS Technologies, Inc. 1997 Stock Incentive Plan, together with related Terms of Officer Stock Option, Form 1/25/01 . *

10.10 Form of Stock Option Agreement evidencing options granted in 2005 to executive officers under the EMS Technologies, Inc. 1997 Stock Incentive Plan, together with related Terms of Officer Stock Option, Form 1/25/01 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

10.11 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors upon their initial election to the Board, under the EMS Technologies, Inc. 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

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10.12 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors, upon each election to an additional one-year term of service, under the EMS Technologies, Inc. 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

10.13 EMS Technologies, Inc. 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

10.14 Form of Stock Option Agreement evidencing options granted in 2005 to employees under the EMS Technologies, Inc. 2000 Stock Incentive Plan, together with related Terms of Stock Option, Form 02/16/00 (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

10.15 Form of Stock Option Agreement evidencing options granted (other than in 2005) to employees under the EMS Technologies, Inc. 2000 Stock Incentive Plan, together with related Terms of Stock Option, Form 02/16/00 (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

10.16 EMS Technologies, Inc. 2007 Stock Incentive Plan, effective May 18, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).

10.17 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors upon their initial election to the Board, under the EMS Technologies, Inc. 2007 Stock Incentive Plan. *

10.18 Form of Stock Option Agreement evidencing options granted automatically to non-employee members of the Board of Directors, upon each election to an additional one-year term of service, under the EMS Technologies, Inc. 2007 Stock Incentive Plan, together with related Terms of Director Stock Option, Form 5-18-07. *

10.19 Form of Stock Option Agreement evidencing options granted to executive officers under the EMS Technologies, Inc. 2007 Stock Incentive Plan, together with related Term of Officer Stock Options, Form 5/18/07. *

10.20 Form of Indemnification Agreement between the Company and each of its directors (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).

10.21 Form of Indemnification Agreement between the Company and each of Don T. Scartz, Timothy C. Reis and Gary B. Shell (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).

10.22 Supplemental Retirement Income Agreement, dated November 16, 2007, between the Company and Don T. Scartz.*

10.23 Letter dated March 19, 2007 concerning compensation arrangements with Vice President of Corporate Development (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007).

10.24 EMS Technologies, Inc. Executive Annual Incentive Plan, as amended and restated May 18, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007).

10.25  Summary of compensation arrangements with non-employee members of the Board of Directors, as revised August 3, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 29, 2007).

14.1 EMS Technologies, Inc. Code of Business Ethics and Conduct, as revised February 6, 2004 (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).

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21.1 Subsidiaries of the registrant. *

23.1 Consent of Independent Registered Public Accounting Firm. *

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32 Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMS TECHNOLOGIES, INC.
By: /s/ Paul B. Domorski	Date: 3/17/08
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paul B. Domorski	President and Chief Executive Officer, and Director	3/17/08
Paul B. Domorski	(Principal Executive Officer)
/s/ Don T. Scartz	Executive Vice President, Chief Financial Officer, and Treasurer	3/17/08
Don T. Scartz	(Principal Financial Officer)
/s/ Gary B. Shell	Vice President, Finance	3/17/08
Gary B. Shell	(Principal Accounting Officer)
/s/ Hermann Buerger	Director	3/17/08
Hermann Buerger
/s/ Francis J. Erbrick	Director	3/17/08
Francis J. Erbrick
/s/ John R. Kreick	Director	3/17/08
John R. Kreick
/s/ John B. Mowell	Director, Chairman of the Board	3/17/08
John B. Mowell
/s/ Thomas W. O’Connell	Director	3/17/08
Thomas W. O’Connell
/s/ Bradford W. Parkinson	Director	3/17/08
Bradford W. Parkinson
/s/ Norman E. Thagard	Director	3/17/08
Norman E. Thagard
/s/ John L. Woodward, Jr.	Director	3/17/08
John L. Woodward, Jr.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		51
Consolidated Statements of Operations – Years ended December 31, 2007, 2006 and 2005		52
Consolidated Balance Sheets – December 31, 2007 and 2006		53
Consolidated Statements of Cash Flows – Years ended December 31, 2007, 2006 and 2005		55
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) – Years ended December 31, 2007, 2006 and 2005		56
Notes to Consolidated Financial Statements		57

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
EMS Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of EMS Technologies, Inc. and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EMS Technologies, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company changed its method of accounting for share-based payment in 2006.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 17, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP

Atlanta, Georgia
March 17, 2008

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except net earnings (loss) per share)

	Years ended December 31
	2007			2006			2005
Product net sales	$	247,504			223,512			192,275
Service net sales		40,375			37,607			33,612
Net sales (note 12)		287,879			261,119			225,887
Product cost of sales		151,611			139,517			124,701
Service cost of sales		23,667			25,094			22,264
Cost of sales		175,278			164,611			146,965
Selling, general and administrative expenses		74,561			66,335			56,944
Research and development expenses		18,773			15,816			11,754
Operating income		19,267			14,357			10,224
Interest income		5,403			2,254			588
Interest expense		(1,953	)		(1,921	)		(3,304	)
Foreign exchange loss		(1,390	)		(710	)		(288	)
Earnings from continuing operations before income taxes		21,327			13,980			7,220
Income tax (expense) benefit (note 9)		(2,080	)		1,823			(2,094	)
Earnings from continuing operations		19,247			15,803			5,126
Discontinued operations (note 2):
(Loss) earnings from discontinued operations before income taxes		(585	)		24,427			(13,971	)
Income tax benefit (expense)		82			(7,222	)		(2,598	)
(Loss) earnings from discontinued operations		(503	)		17,205			(16,569	)
Net earnings (loss)	$	18,744			33,008			(11,443	)
Net earnings (loss) per share (note 1):
Basic:
From continuing operations	$	1.25			1.08			0.46
From discontinued operations		(0.03	)		1.18			(1.48	)
Net earnings (loss)	$	1.22			2.26			(1.02	)
Diluted:
From continuing operations	$	1.24			1.08			0.46
From discontinued operations		(0.03	)		1.17			(1.48	)
Net earnings (loss)	$	1.21			2.25			(1.02	)
Weighted average number of shares (note 1):
Basic		15,354			14,621			11,179
Diluted		15,482			14,679			11,225

See accompanying notes to consolidated financial statements.

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

	December 31
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	133,959		109,431
Restricted cash		81		162
Trade accounts receivable, net (note 4)		85,085		93,720
Inventories, net (note 5)		28,949		26,042
Deferred income taxes, net (note 9)		1,868		1,963
Other current assets		7,115		7,697
Total current assets		257,057		239,015
Property, plant and equipment:
Land		1,150		1,150
Buildings and leasehold improvements		15,954		15,361
Machinery and equipment		87,377		72,569
Furniture and fixtures		9,665		7,763
Total property, plant and equipment		114,146		96,843
Less accumulated depreciation and amortization		74,223		65,108
Net property, plant and equipment		39,923		31,735
Deferred income taxes, net – non-current (note 9)		5,490		6,282
Intangible assets, net of accumulated amortization of $7,256 in 2007 and $5,018 in 2006 (note 6)		5,837		2,084
Goodwill		9,982		9,982
Other assets		5,511		2,586
Total assets	$	323,800		291,684

See accompanying notes to consolidated financial statements.

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, continued
(in thousands, except share data)

	December 31
	2007		2006
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt (note 7)	$	3,174		3,102
Accounts payable		22,389		29,285
Billings in excess of contract costs		6,643		7,899
Accrued compensation costs		9,553		8,042
Accrued retirement costs (note 10)		2,472		2,666
Deferred service revenue		8,578		6,289
Other current liabilities		5,757		5,162
Total current liabilities		58,566		62,445
Long-term debt, excluding current installments (note 7)		10,546		11,755
Other liabilities		7,562		4,401
Total liabilities		76,674		78,601
Shareholders’ equity (note 8):
Preferred stock of $1.00 par value per share
Authorized 10,000,000 shares; none issued		—		—
Common stock of $.10 par value per share
Authorized 75,000,000 shares, issued and outstanding 15,581,000 in 2007 and 15,327,000 in 2006		1,558		1,533
Additional paid-in capital		139,727		133,050
Accumulated other comprehensive income — foreign currency translation adjustment		12,859		4,262
Retained earnings		92,982		74,238
Total shareholders’ equity		247,126		213,083
Commitments and contingencies (notes 2, 3, 7, 9, 14, 15, and 16)
Total liabilities and shareholders’ equity	$	323,800		291,684

See accompanying notes to consolidated financial statements.

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Years ended December 31
	2007			2006			2005
Cash flows from operating activities:
Net earnings (loss)	$	18,744			33,008			(11,443	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation		7,988			7,249			6,519
Intangible amortization		1,678			1,615			2,404
Deferred income taxes		887			(3,178	)		899
Tax benefit for exercise of stock options		643			213			383
Excess tax benefits from stock-based compensation		(24	)		—			—
Provisions for receivables		279			132			(293	)
(Gain) loss on sale of assets		(1	)		(352	)		394
(Gain) loss from discontinued operations		503			(17,205	)		16,569
Stock-based compensation expense		1,727			987			—
Changes in operating assets and liabilities, net of effects of acquisition:
Trade accounts receivable		12,991			(10,482	)		(13,907	)
Billings in excess of contract costs		(1,703	)		2,042			4,006
Inventories		(904	)		(4,880	)		349
Accounts payable		(6,849	)		2,234			7,159
Income taxes payable		(1,556	)		(1,807	)		(369	)
Non-trade foreign government receivable		1,495			(408	)		434
Deferred revenue		2,629			2,061			785
Accrued compensation and retirement costs		903			(857	)		3,203
Accrued costs, and other		2,633			(724	)		(914	)
Net cash provided by operating activities in continuing operations		42,063			9,648			16,178
Net cash (used in) provided by operating activities in discontinued operations		(3,329	)		657			(11,355	)
Net cash provided by operating activities		38,734			10,305			4,823
Cash flows from investing activities:
Purchase of property, plant and equipment		(14,579	)		(8,502	)		(9,102	)
Payments for asset acquisitions		(5,000	)		(188	)		(125	)
Proceeds from sale of assets		907			59,521			21,931
Net cash (used in) provided by investing activities in continuing operations		(18,672	)		50,831			12,704
Net cash used in investing activities in discontinued operations		—			(480	)		(1,822	)
Net cash (used in) provided by investing activities		(18,672	)		50,351			10,882
Cash flows from financing activities:
Net decrease in revolving debt		(170	)		(26,683	)		(16,882	)
Repayment of term debt		(1,111	)		(1,307	)		(1,342	)
Decrease in restricted cash		81			2,458			2,095
Deferred financing costs paid		—			(85	)		(98	)
Excess tax benefits from stock-based compensation		24			—			—
Proceeds from stock offering, net of expenses		—			58,736			—
Proceeds from exercise of stock options, net of withholding taxes paid		4,332			2,124			1,966
Net cash provided by (used in) financing activities		3,156			35,243			(14,261	)
Net change in cash and cash equivalents		23,218			95,899			1,444
Effect of exchange rates on cash and cash equivalents		1,310			737			(2,983	)
Cash and cash equivalents at January 1		109,431			12,795			14,334
Cash and cash equivalents at December 31	$	133,959			109,431			12,795
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,147			1,483			4,869
Cash paid for income taxes		357			9,357			2,661

See accompanying notes to consolidated financial statements.

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EMS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
(in thousands)

	Three years ended December 31, 2007
													Accum-
													ulated
													other
										Compre-			compre-						Total
							Additional			hensive			hensive						share-
	Common Stock						paid-in			income			income			Retained			holders’
	Shares			Amount			capital			(loss)			(loss)			earnings			equity
Balance December 31, 2004		11,164		$	1,116			69,058						3,174			52,673			126,021
Net loss		—			—			—			(11,443	)		—			(11,443	)		(11,443	)
Income tax benefit from exercise of non- qualified stock options (note 9)		—			—			383			—			—			—			383
Exercise of common stock options		221			22			2,642			—			—			—			2,664
Redemption of shares upon exercise of common stock options		(42	)		(4	)		(691	)		—			—			—			(695	)
Foreign currency translation adjustment gain		—			—			—			1,971			1,971			—			1,971
Repurchases of stock		—			—			(3	)		—			—			—			(3	)
Reclassification due to sale of discontinued operations (note 2)		—			—			—			(5,242	)		(5,242	)		—			(5,242	)
Comprehensive loss for 2005											(14,714	)
Balance December 31, 2005		11,343			1,134			71,389						(97	)		41,230			113,656
Net earnings		—			—			—			33,008			—			33,008			33,008
Income tax benefit from exercise of non- qualified stock options (note 9)		—			—			213			—			—			—			213
Exercise of common stock options		215			21			3,387			—			—			—			3,408
Redemption of shares upon exercise of common stock options		(64	)		(6	)		(1,248	)		—			—			—			(1,254	)
Repurchases of stock		(2	)		—			(30	)		—			—			—			(30	)
Stock-based compensation		40			4			983			—			—			—			987
Issuance of common stock (note 13)		3,795			380			58,356			—			—			—			58,736
Foreign currency translation adjustment gain		—			—			—			2,540			2,540			—			2,540
Reclassification due to sale of discontinued operations (note 2)		—			—			—			1,819			1,819			—			1,819
Comprehensive income for 2006											37,367
Balance December 31, 2006		15,327			1,533			133,050						4,262			74,238			213,083
Net earnings		—			—			—			18,744			—			18,744			18,744
Income tax benefit from exercise of non- qualified stock options (note 9)		—			—			643			—			—			—			643
Exercise of common stock options		311			31			5,758			—			—			—			5,789
Redemption of shares upon exercise of common stock options		(58	)		(6	)		(1,427	)		—			—			—			(1,433	)
Stock-based compensation		2			—			1,727			—			—			—			1,727
Repurchases of stock		(1	)		—			(24	)		—			—			—			(24	)
Foreign currency translation adjustment gain		—			—			—			8,597			8,597			—			8,597
Comprehensive income for 2007											27,341
Balance December 31, 2007		15,581		$	1,558			139,727						12,859			92,982			247,126

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007, 2006 and 2005

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

EMS Technologies, Inc. (“EMS”) designs, manufactures and markets products to satellite and wireless communications markets for both commercial and defense applications. EMS’s products are focused on the needs of the mobile information user, with an increasing emphasis on broadband applications for high-data-rate, high-capacity wireless communications.

The consolidated financial statements include the accounts of EMS Technologies, Inc. and its wholly-owned subsidiaries LXE Inc. and EMS Technologies Canada, Ltd. (collectively, “the Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2006 and 2005 consolidated financial statements to conform to the 2007 presentation.

In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company has classified the revenues and expenses of S&T/Montreal, SatNet and EMS Wireless as discontinued operations through their dates of disposition on November 28, 2005, March 9, 2006 and December 1, 2006, respectively, in the accompanying consolidated financial statements.

Following is a summary of the Company’s significant accounting policies:

— Management’s Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date and reporting of revenue and expenses during the period. Actual future results could differ from those estimates.

— Revenue Recognition

Net sales are derived from sales of the Company’s products to end-users and to other manufacturers or systems integrators and for service to support such products. Net sales are recognized when units are shipped or services are performed, unless multiple deliverables are involved or software is more than incidental to a product as a whole, in which case we recognize revenue in accordance with Financial Accounting Standard Board (“FASB”) Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” or Statement of Position No 97-2, “Software Revenue Recognition” as applicable. Amounts collected with respect to service contracts are recorded as a liability and recognized ratably over the term of the contract.

Net sales under certain long-term contracts of Defense & Space Systems (“D&SS”) and Canadian-based SATCOM segments, many of which provide for periodic payments, are recognized under the percentage-of-completion method using the ratio of cost incurred to total estimated cost as the measure of performance. Estimated manufacturing cost-at-completion for these contracts are reviewed on a routine periodic basis, and adjustments are made periodically to the estimated cost-at-completion based on actual costs incurred, progress made, and estimates of the costs required to complete the contractual requirements. When the estimated manufacturing cost-at-completion exceeds the contract value, the contract is written down to its net realizable value, and the loss resulting from cost overruns is immediately recognized.

The Company establishes budgeted overhead rates, which are used to apply overhead costs to projects to calculate the estimated cost-to-complete for revenue recognition calculations. The Company expenses the monthly rate variance between actual overhead expenses incurred versus overhead expenses applied at budgeted rates. The monthly rate variance has no effect on the Company’s calculation of revenues to be recognized under percentage-of-completion accounting.

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To properly match net sales with costs, certain contracts may have revenue recognized in excess of billings (unbilled revenues), and other contracts may have billings in excess of net sales recognized (billings in excess of contract costs). Under long-term contracts, the prerequisites for billing the customer for periodic payments generally involve the Company’s achievement of contractually specific, objective milestones (e.g., completion of design, testing, or other engineering phase, delivery of test data or other documentation, or delivery of an engineering model or flight hardware).

Net sales under cost-reimbursement contracts in D&SS are recognized depending on the type of fee specified in the contract. Contracts may have a fixed fee, award fee or a combination of both.

A fixed fee is recognized over the performance of a cost-reimbursement contract in the same ratio as the costs incurred to date to the total target contract costs at completion. This same ratio is used for both billing the customer and recognizing net sales.  If the expected costs to be incurred under the contract subsequently become materially different from the original estimated total costs, the fixed fee ratio and related fee recognition are adjusted accordingly.  If the contract includes a clause for partial withholding of the fee pending specific acceptance or performance criteria, then the amount of withheld fee to be recognized will depend upon management’s evaluation of the likelihood of the withheld fee amount being paid.   

An award or incentive fee is usually variable based upon specific performance criteria stated in the contract. Award or incentive fees are recognized at 100% only upon achieving the contractual criteria and after the customer has approved or granted the award or incentive.

— Government Research Incentives

The SATCOM segment receives government-sponsored research incentives in the form of cash reimbursement for a portion of certain qualified research expenditures. These incentives were recorded as a reduction of cost of sales, because underlying research efforts primarily apply to development of technological capabilities for specific business opportunities.

— Cash Equivalents

The Company considers all highly liquid debt instruments with initial or remaining terms of three months or less to be cash equivalents. Cash equivalents as of December 31, 2007 and 2006 included investments of $115.3 million and $91.4 million, respectively, in government obligations money-market funds, in other money market instruments, and in interest-bearing deposits.

— Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market (net realizable value). Work-in-process consists of raw material and production costs, including indirect manufacturing costs.

— Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is provided primarily using the straight-line method over the following estimated useful lives of the respective assets:

Buildings	20 to 40 years
Machinery and equipment	3 to 8 years
Furniture and fixtures	10 years

Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the respective leases.

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— Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. If assets are to be disposed of, such assets are reported at the lower of carrying amount or fair value less costs to sell, and no longer depreciated.

— Goodwill and Intangible Assets

Goodwill represents the excess purchase price paid by the Company over the fair value of the tangible and intangible assets and liabilities acquired. Other intangible assets are valued at fair value at the date of acquisition. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is not being amortized, but instead is subject to an annual assessment of impairment by applying a fair-value based test. Intangible assets held by the Company represent satellite communications technology, intellectual property and product designs purchased as part of the acquisitions of various companies. Acquisitions for the three years ended December 31, 2007 include DSpace Pty. Ltd. (“DSpace”) in 2007, and other small purchases. These intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 to 10 years.

The Company evaluates the carrying value of goodwill for impairment in the fourth quarter of each fiscal year, or more frequently if circumstances indicate impairment may exist. As part of the evaluation, the Company compares the carrying value of each reporting unit with its fair value to determine whether there has been impairment. Intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The ongoing recoverability of intangible assets subject to amortization is assessed by determining whether the intangible asset balance can be recovered over the remaining amortization period through projected undiscounted future cash flows. If projected future cash flows indicate that the unamortized intangible asset balances will not be recovered, an adjustment is made to reduce the net intangible asset to an amount consistent with discounted projected future cash flows. Cash flow projections, although subject to a degree of uncertainty, are based on management’s estimates of future performance, giving consideration to existing and anticipated competitive and economic conditions.

— Income Taxes

The Company provides for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are classified as current or non-current based upon the nature of the underlying temporary differences. The effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” which prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The evaluation of a tax position in accordance with this interpretation is a two-step process. In the first step, recognition, the Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

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The Company’s policy is to include interest and penalties related to unrecognized tax benefits within income tax expense line item in the consolidated statements of operations. This classification has not changed as a result of implementing the provisions of FIN 48.

— Earnings Per Share

Basic earnings per share is the per share allocation of income available to common shareholders based only on the weighted average number of common shares actually outstanding during the period. Diluted earnings per share represents the per share allocation of income attributable to common shareholders based on the weighted average number of common shares actually outstanding plus all potential common share equivalents outstanding during the period, if dilutive. The Company uses the treasury stock method to determine diluted earnings per share.

Following is a reconciliation of the denominator for basic and diluted earnings (loss) per share calculations for the years ended December 31, 2007, 2006 and 2005 (shares in thousands):

	2007		2006		2005
Weighted average common shares — basic		15,354		14,621		11,179
Assumed conversion of options into common shares		128		58		46
Weighted average number of shares — diluted		15,482		14,679		11,225

— Stock Option Plans

Prior to January 1, 2006, the Company had used the intrinsic value method of accounting for share-based payment under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”. Under this accounting treatment, the Company did not recognize compensation cost related to stock options in its consolidated statement of operations. However, in December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), “Share-Based Payment,” (SFAS No. 123(R)), which became effective January 1, 2006 for the Company. SFAS No. 123(R) eliminated the intrinsic value method of accounting for share-based payments, and instead requires the Company to use a fair-value based method of accounting for share-based payments.

The Company has adopted SFAS No. 123(R) under the modified prospective method of transition, beginning with the first quarter of 2006. Under the modified prospective method, share-based compensation is recognized for (1) new share-based payment awards granted, (2) awards modified, repurchased, or cancelled after the required effective date, and (3) the remaining portion of the requisite service under previously-granted unvested awards outstanding as of the required effective date. Measurement and attribution of compensation costs for unvested share-based payment awards granted prior to the adoption of SFAS No. 123(R) are based on the original measure of the grant-date fair value and the same attribution method used previously under the provisions for pro-forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation.” The modified prospective method does not allow any change to the grant-date fair value of previously reported share-based payment awards.

— Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at current exchange rates. Income and expenses of the foreign subsidiaries are translated into U.S. dollars at the approximate average exchange rates that prevailed during the years presented. The functional currency of all subsidiaries is considered to be the local currency; consequently, adjustments resulting from the translation of the subsidiaries’ financial statements (including long-term financing from the parent) are reflected in accumulated other comprehensive income (loss) in shareholders’ equity and not as a part of the results of operations. The Company accrues foreign currency exchange gains or losses on direct export activity, on the LXE international subsidiaries’ short-term intercompany liabilities that arise from the purchase of the parent’s products for resale, and on work performed in the U.S. for Canadian subsidiaries.

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— Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and reclassification due to the sale of discontinued operations, and is presented in the consolidated statements of shareholders’ equity and comprehensive income (loss).

— Derivative Financial Instruments

The Company uses derivative financial instruments (foreign currency forward contracts) to economically hedge currency fluctuations in future cash flows denominated in foreign currencies, thereby limiting the Company’s risk that would otherwise result from changes in exchange rates. The Company has established policies and procedures for risk assessment and for the approval, reporting and monitoring of derivative financial instrument activities. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Certain of the Company’s routine long-term contracts to deliver antennas and other hardware for satellite communications are considered to be derivative instruments because these contracts create long-term obligations for non-U.S. customers to pay the Company’s Canadian subsidiary in U.S. dollars. These “embedded” derivatives do not qualify as hedging instruments and are accounted for at fair value. None of the Company’s derivative instruments were designated as hedges in 2007, 2006 or 2005 and as a result all unrealized gains or losses are reflected currently in foreign exchange loss on the consolidated statements of operations. At December 31, 2007, the Company’s net value of all derivatives was a net asset of $238,000.

— Warranties

The Company provides a limited warranty for each of its products. Upon sale, the Company records a liability for the estimated costs to be incurred under warranties. The amount of this warranty liability is based on historical, as well as expected, rates of warranty claims. The warranty liability is periodically reviewed for adequacy and adjusted as necessary.

— Effect of New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosure about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those years. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” and FSP No. 157-2, “Effective Date of FASB Statement No. 157.” FSP No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for Leases,” and its related interpretive accounting pronouncements that address leasing transactions. FSP No. 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until the beginning of the first quarter of 2009. The Company is in the process of evaluating the impact of SFAS No. 157 on its consolidated financial statements.

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective at the beginning of fiscal years beginning after November 15, 2007. The Company’s adoption of SFAS No. 159 is not expected to have a material impact on its 2008 consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which establishes principles for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired and liabilities assumed in a business combination, recognizes and measures the goodwill acquired in a business combination, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of a business combination. The Company is required to apply this Statement prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The Company is in the process of evaluating the impact of SFAS No. 141R on its 2009 consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. SFAS No.160 requires noncontrolling ownership interests (previously referred to as minority interests) to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the statement of operations. SFAS No. 160 is effective for all periods beginning after December 15, 2008. The Company’s adoption of SFAS No. 160 is not expected to have a material impact on its 2009 consolidated financial statements.

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(2) DISCONTINUED OPERATIONS

In 2005 and 2006, the Company disposed of S&T/Montreal, SatNet, and EMS Wireless, which have been reported as discontinued operations through their dates of disposition. The sales agreements for each of these disposals contained standard indemnification provisions for various contingencies that could not be resolved before the dates of closing and for various representations and warranties provided by the Company and the purchasers. The Company records a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. Management believes that it is reasonably possible, but not probable, that an additional accrual for these purposes may be made, relating to the repair of certain products manufactured by one of the disposed divisions. At present, the Company cannot reasonably estimate the range of this potential liability, or whether such liability would be material. No accrual has been recorded for this potential liability as of December 31, 2007.

The Company recognized a loss of $2,246,000 in 2005 from the sale of S&T/Montreal, and incurred an additional $1,711,000 in costs to settle various sale-related contingencies in 2006. In conjunction with the sale of S&T/Montreal in November 2005, an existing contractual requirement for the Company to post approximately $3 million to secure in-orbit incentive performance of the Radarsat-2 payload was eliminated, but the Company continues to warrant that amount in the event of specified in-orbit payload failures. Based upon the available information, management believes that the outcome for this particular contingency is not probable and cannot be estimated. As a result, the Company has not incurred any costs to date, and has not recorded a liability at December 31, 2007, with respect to this contingency.

Also as part of the agreement to sell the net assets of S&T/Montreal, the Company released the purchaser from a corporate guarantee, resulting in the Company accruing a $2.2 million long-term liability, including interest, as of December 31, 2007. This liability represents the Company’s estimated loss under an agreement to acquire a sub-license from the purchaser for $8 million in payments over a seven-year period, which would entitle the Company to receive a portion of the satellite service revenues from a specific market territory over the same period. The purchaser had previously guaranteed that the revenues derived under the sub-license would equal or exceed the acquisition cost of the sub-license; however, without the guarantee, the Company currently estimates that its portion of the satellite service revenues will be less than the acquisition cost, and the Company has accordingly accrued a net long-term liability.

On March 9, 2006, the Company completed the sale of the assets and operating liabilities of SatNet. The Company reported a loss of $1,513,000 in 2006 from the disposal of SatNet, including costs to sell, and incurred an additional $319,000 in costs in 2007.

On December 1, 2006, the Company completed the sale of EMS Wireless to Andrew Corporation (“Andrew”). The Company reported a gain of $26.9 million in 2006 from the disposal of EMS Wireless, including costs to sell. Total costs incurred for the disposal of this operation were approximately $151,000, and $269,000 in 2006 and 2007, respectively. Under the sales agreement, the Company is potentially liable for up to $1.2 million should Andrew encounter unanticipated warranty obligations during the first two years after the closing on product previously sold by EMS Wireless. Royalty payments may be made to the Company in future years depending on Andrew’s sales over a four-year period of the Select-a-Cell repeater product that was developed by EMS Wireless and transferred to Andrew as part of the sales transaction. The amount of potential royalties cannot be reasonably estimated and no related receivable has been recorded as of December 31, 2007.

In the determination of the gain or loss recognized upon the sales of S&T/Montreal, SatNet and EMS Wireless, the accumulated foreign currency translation gain or loss included within accumulated other comprehensive income (loss) with respect to those divisions was recognized in net earnings (loss) at the time of sale.

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The results of these discontinued operations for 2007, 2006 and 2005 were as follows (in thousands):

	2007			2006			2005
Net sales	$	—			46,294			143,926
Expenses		—			(45,499	)		(141,697	)
Gain on sale of assets		—			26,856			—
Loss on sale of assets		—			(3,224	)		—
Estimated loss on disposal		(585	)		—			(16,200	)
Earnings (loss) before income taxes		(585	)		24,427			(13,971	)
Income tax benefit (expense)		82			(7,222	)		(2,598	)
Earnings (loss) from discontinued operations	$	(503	)		17,205			(16,569	)

In 2007, discontinued operations had no material effect on the Company’s net earnings. Our discontinued operations reported a pre-tax loss of $585,000 mainly due to additional costs incurred to settle various contingent items, as well as expenses for legal, audit, and other outside services for the sale of SatNet and EMS Wireless.

Our discontinued operations reported pre-tax earnings of $24.4 million in 2006, which included a $26.9 million gain on the sale of EMS Wireless. This gain was partially offset by an operating loss from SatNet through its date of disposition, costs resulting from the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.

The 2005 pre-tax results from our discontinued operations was a loss of $14.0 million. This loss included impairment charges of $10.0 million and $6.2 million for S&T/Montreal and SatNet, respectively, to reflect the revised estimate of the fair value, less cost to sell, of these divisions and a $2.2 million loss upon the sale of S&T/Montreal. The loss also reflected cost increases on certain long-term contracts at S&T/Montreal and lower than expected net sales by SatNet. In addition, the results from these Canada-based discontinued operations were adversely affected by a weaker U.S. dollar compared with the Canadian dollar, which increased the reported costs of SatNet’s operations relative to sales under its customer agreements, most of which were denominated in U.S. dollars. These losses were partially offset by earnings of $6.9 million from EMS Wireless due to substantial sales of domestic antenna products to several wireless service providers.

(3) ACQUISITIONS

The Company has expanded its technology base by acquiring small companies or their assets. The largest acquisition investment for the three years ended December 31, 2007 was in DSpace, of Adelaide, Australia on July 26, 2007. The total purchase price was $5.0 million with $3.2 million in cash paid at closing, and $1.8 million of cash deposited in escrow which is payable to the seller eighteen months following the date of acquisition, barring no claims against the seller. Escrowed cash is classified as other long-term assets within the consolidated balance sheet at December 31, 2007. An additional $620,000 is due if certain performance criteria are met by DSpace within the same eighteen month period. The majority of the cost to acquire DSpace was allocated to intangible assets. This allocation is preliminary and subject to change as better information is obtained by the Company.

DSpace is an operating entity of SATCOM, and is being included in the Company’s results of operations from the date of acquisition. No pro forma financial statements have been included, as this acquisition is not material to the Company’s consolidated financial statements.

On February 8, 2008, the Company completed the acquisition of Akerstroms Trux AB (“Trux”), of Bjorbo, Sweden. The total purchase price was $15.3 million paid in cash at closing, and is subject to adjustment upon finalizing the closing balance sheet. The purchase price will be allocated to the underlying assets and liabilities based on their estimated fair values. Trux manufactures and markets vehicle-mount computing solutions for warehousing and production environments in the Nordic region, and will be included within LXE. Trux will be included in the Company’s results of operations from the date of acquisition.

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(4) TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable at December 31, 2007 and 2006 included the following (in thousands):

	Dec 31			Dec 31
	2007			2006
Amounts billed	$	62,188			71,327
Unbilled revenues under long-term contracts (1)		24,001			23,134
Allowance for doubtful accounts		(1,104	)		(741	)
Trade accounts receivable, net	$	85,085			93,720

(1) Unbilled net sales under long-term contracts are usually billed and collected within one year (except $2.0 million has been included in long-term assets).

(5) INVENTORIES

Inventories at December 31, 2007 and 2006 included the following (in thousands):

	Dec 31		Dec 31
	2007		2006
Parts and materials	$	18,864		17,318
Work-in-process		3,733		4,124
Finished goods		6,352		4,600
Inventories, net	$	28,949		26,042

(6) OTHER INTANGIBLE ASSETS

In 2007, the Company acquired DSpace, and recorded an intangible asset of $5.1 million on the consolidated balance sheet. As of December 31, 2007, the net amount of this intangible asset was $4.9 million. This intangible asset is being amortized over an estimated useful life of 10 years. Amortization expense relating to this intangible asset was $213,000 in 2007, with amortization expense of $511,000 expected for years 2008 through 2016, and $306,000 in 2017.

The Company also acquired various intangible assets through acquisitions of technology companies in prior years totaling $7,975,000 based on the year-end foreign currency exchange rate. As of December 31, 2007 and 2006, the net amount of these additional intangible assets was $932,000 and $2,084,000, respectively. These intangible assets are being amortized over their estimated useful lives which range from 5 to 6 years. Amortization expense relating to these intangible assets was $992,000 in 2007 and $1,097,000 in 2006, with amortization expense of $618,000 expected for 2008, $297,000 for 2009, and $17,000 for 2010.

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(7) LONG-TERM DEBT

The following is a summary of long-term debt at December 31, 2007 and 2006 (in thousands):

	2007		2006
Promissory note, secured by a first mortgage on the Company’s headquarters facility, maturing in 2016, principal and interest payable in equal monthly installments of $104 with a fixed interest rate of 8.0%	$	7,730		8,332
Term loan with an insurance company, secured by a U.S. building, maturing in February 2014, principal and interest payable in equal monthly installments of $68 with a fixed interest rate of 7.1%		4,012		4,521
Capital lease agreements, secured by machinery and equipment, computer hardware, software and peripherals, with various terms through 2009, due in quarterly installments with implicit interest rates of 3.0% to 4.2%		16		29
Financing agreements, related to installation of computer hardware and peripherals and implementation of software, which matured in April 2007, principal and interest payable in equal quarterly installments of $155 with an average fixed interest rate of 5.79%		—		154
Revolving credit loan with a bank in the United Kingdom, maturing in April 2008, interest payable monthly at a variable rate (6.50% at the end of 2007 and 6.00% at the end of 2006)		1,962		1,821
Total long-term debt		13,720		14,857
Less current installments of long-term debt		3,174		3,102
Long-term debt, excluding current installments	$	10,546		11,755

The Company used a portion of the $58.7 million net proceeds from the public stock offering in February 2006 (see Note 13) to repay all of its borrowings under its U.S. and Canadian revolving credit facilities. The Company invested the remaining proceeds from its stock offering along with the $6.5 million and the $50 million received from the closing of the SatNet sale on March 9, 2006 and the EMS Wireless sale on December 1, 2006, respectively, in a government obligations money-market fund, in other money-market instruments and interest-bearing deposits.

At December 31, 2007, the Company had a $47.5 million maximum borrowing capacity under its U.S. revolving credit facility and a $14.2 million maximum borrowing capacity under its Canadian revolving credit facility. The revolving facilities were secured by substantially all tangible and intangible assets, with certain exceptions for real estate that secured existing mortgages and other permitted liens. Interest under both the U.S. and the Canadian revolving loans were, at the Company’s option, a function of either the bank’s prime rate or LIBOR. A commitment fee equal to 0.375% per annum of the daily average unused credit in both the U.S. and Canada was payable quarterly. These credit facilities also restricted our ability to declare or pay cash dividends. The agreements for these credit facilities were extended through March 7, 2008, and were terminated when the Company entered into the new Loan Agreement described below.

The Company had $6.3 million of standby letters of credit to satisfy performance guarantee requirements under certain customer contracts outstanding under these revolving credit agreements. While these obligations are not normally called, they could be called by the beneficiaries at any time before the expiration date should we fail to meet certain contractual requirements. The Company had an additional $70,000 of standby letters of credit outstanding with another Canadian bank as a performance guarantee on a long-term contract. The Company deposited $81,000 at a Canadian bank as collateral for these standby letters of credit, which is classified as restricted cash on the Company’s consolidated balance sheet. This will become available in the first quarter of 2010 as the underlying letters of credit expire or are settled. At December 31, 2007, the Company had $46.8 million available for borrowing in the U.S. and $8.6 million available for borrowing in Canada under the respective revolving credit agreements after outstanding letters of credit.

These revolving credit agreements included various covenants such as a required minimum consolidated net worth, a maximum ratio of total funded debt to historical earnings before interest, taxes, depreciation, and amortization (EBITDA), and a minimum ratio of historical EBITDA less capital expenditures and taxes paid to specified fixed charges, mainly interest and scheduled principal repayments under all debt agreements. There were various other covenants that are customary in such borrowings, including a limitation on the ability of the Company to declare or pay cash dividends. At December 31, 2007, the Company was in compliance with these covenants.

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Following is a summary of the combined principal maturities of all long-term debt (in thousands) as of December 31, 2007:

2008	$	3,174
2009		1,237
2010		1,391
2011		1,500
2012		1,618
Thereafter		4,800
Total principal maturities	$	13,720

Included in these totals are principal payments to be made under the Company’s capital lease agreements.

Following is a summary of annual payment totals under capital lease agreements (in thousands):

2008	$	12
2009		4
Total capital lease payments		16
Less: Interest payments		—
Capital lease obligations	$	16

On February 29, 2008, the Company entered into a new Revolving Loan Agreement (“Loan Agreement”) with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit loan and Canadian revolving credit loan agreements. Under the new agreement, the Company has $60 million total capacity for borrowing in the U.S. and $15 million total capacity for borrowing in Canada. The agreement also has a provision permitting an increase in the total borrowing capacity of up to an additional $50 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitment. The Loan Agreement provides for borrowings through February 28, 2013 (the Maturity Date), with no principal payments required until maturity. The Loan Agreement is secured by substantially all tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages and other permitted liens and for certain assets in foreign countries.

Interest will be, at the Company’s option, a function of either the bank’s prime rate or LIBOR. A commitment fee equal to 0.30% per annum of the daily unused credit is payable quarterly. The Company will also pay legal, accounting, and other fees and expenses in connection with the Loan Agreement.

The Loan Agreement includes a financial covenant that establishes a maximum ratio of total funded debt to historical consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). The Loan Agreement also establishes a minimum ratio of consolidated EBITDA less capital expenditures and taxes paid to specific fixed charges, primarily interest, scheduled principal payments under all debt agreements and dividends. The Loan Agreement includes various other covenants that are customary in such borrowings. The agreement also restricts the ability of the Company to declare or pay cash dividends.

(8) STOCK PLANS

The Company has granted non-qualified stock options to key employees and directors under several stock option plans and nonvested stock. All outstanding options have been granted at 100% of fair market value on each option’s grant date. The principal vesting requirement for all options granted prior to 2006 and in 2007 was satisfaction of a service condition. The vesting requirements for options granted in 2006 included service-based and performance-based conditions. Grants to executives are made from a shareholder-approved plan. Grants to non-executives are made from a plan that has not been subject to shareholder approval. At December 31, 2007, there were options exercisable under all plans for approximately 532,000 shares of common stock, and there were approximately 2,020,000 shares available for future option grants. Upon exercise of an option, the Company’s policy is to issue new shares.

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Following is a summary of options outstanding at December 31, 2007 (shares in thousands):

	Outstanding					Exercisable
	Number		Weighted		Weighted Average	Number		Weighted		Weighted Average
Range of	of		Average		Remaining	of		Average		Remaining
Exercise Prices	Shares		Exercise Price		Contractual Life	Shares		Exercise Price		Contractual Life
$   11.63 - - 13.89		78	$	13.00			68	$	12.97
13.90 - 14.93		95		14.20			95		14.20
14.94 - 15.80		66		15.62			50		15.65
15.81 - 17.87		8		17.48			8		17.48
17.88 - 18.98		164		18.25			94		18.38
18.99 - 22.74		366		20.32			160		20.95
22.75 - 23.88		57		23.87			57		23.87
11.63 - 23.88		834		18.37	4.6 years		532		18.04	4.6 years

Prior to January 1, 2006, the Company had used the intrinsic value method of accounting for share-based payment under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” under this accounting treatment, the Company had not recognized in its consolidated statements of operations any compensation cost related to stock options. However, in December 2004, the FASB issued SFAS No. 123(R), which became effective January 1, 2006 for the Company. SFAS No. 123(R) eliminated the intrinsic value method of accounting for share-based payments, and instead requires the Company to use a fair-value based method of accounting for share-based payments.

The Company adopted SFAS No. 123(R), under the modified prospective method of transition, on January 1, 2006. Under the modified prospective method, share-based compensation is recognized for (1) new share-based payment awards granted, (2) awards modified, repurchased, or cancelled after the required effective date, and (3) the remaining portion of the requisite service under previously-granted unvested awards outstanding as of the required effective date. Measurement and attribution of compensation costs for unvested share-based payment awards granted prior to the adoption of SFAS No. 123(R) are based on the original measure of the grant-date fair value and the same attribution method used previously under the provisions for pro-forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation.” The modified prospective method does not allow any change to the grant-date fair value of previously reported share-based payment awards.

The Company occasionally makes grants of nonvested stock to senior executives. These grants are valued on the date of grant at the intrinsic value of the underlying stock. Typically, the only restriction related to these grants is a service condition. The Company expenses the value of a nonvested grant on a straight-line basis over the related service period. At December 31, 2007, the Company had granted 43,000 nonvested shares to senior executives of which 4,000 shares vested in 2007.

The Company recognized charges to income of $1,727,000 in 2007 and $987,000 in 2006, before income tax benefit, for all the Company’s stock plans. The Company also recognized related income tax benefits of $721,000 and $279,000 for the same periods, respectively.

Options with service-based vesting only

The principal vesting requirement for all options granted prior to 2006 and in 2007 is a service condition that requires an employee to render service to the Company for a specified period of time. Vesting periods range from six months to four years, and substantially all of these options have incremental vesting over these periods. Options provide for accelerated vesting if there is a change of control, as defined in the plans. All outstanding options granted prior 2006 and in 2007 expire from six to ten years after the date of grant.

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The following is the pro-forma effect on reported net loss and loss per share, as if the Company had applied the fair value method to measure stock-based compensation in 2005 (in thousands, except net loss per share):

	2005
Net loss:
As reported (1)	$	(11,443	)
Stock-based employee compensation expense determined under the fair value method, net of tax		(947	)
Pro forma net loss	$	(12,390	)
Basic net loss per share:
As reported	$	(1.02	)
Pro forma		(1.11	)
Diluted net loss per share:
As reported	$	(1.02	)
Pro forma		(1.10	)

(1) Stock compensation expense has not been recognized in net loss

The fair values of share options in pro-forma disclosures for periods prior to 2006 were estimated on the date of grant using the Black-Scholes option pricing model. The pro-forma stock-based employee compensation reported in the year of 2005 was based on options granted between 2002 and 2005, with fair values ranging from $8.30 to $15.53 per share. The critical assumptions in the Black-Scholes option pricing model included expected volatility ranging from approximately 61% to 68%, risk-free rates ranging from .9% to 3.9%, no dividend yield, and expected lives ranging from five months to ten years. The Company has also estimated future forfeiture rates, based upon the age and expected length of service of specific option recipients.

Following is a summary of service-based option activity for 2007 and 2006 (shares and aggregate intrinsic value in thousands):

								Weighted
								Average
				Weighted		Weighted		Remaining
	Number			Average		Average		Contractual		Aggregate
	of			Exercise		Grant-Date		Life		Intrinsic
	Shares			Price		Fair Value		(in years)		Value
Options outstanding at December 31, 2005		1,243		$	18.08
Granted		52			18.99	$	12.96
Exercised		(215	)		15.90					$	742
Forfeited or expired		(219	)		19.61
Options outstanding at December 31, 2006		861			18.28				4.4		2,260
Granted		175			19.48	$	9.98
Exercised		(306	)		18.63						2,257
Forfeited or expired		(50	)		21.25
Options outstanding at December 31, 2007		680			18.22				4.7		6,887
Options exercisable at December 31, 2007		498		$	17.96				4.5	$	5,180

The fair value of each service-based option grant is estimated on the date of grant using the Black-Scholes option pricing model and the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s stock over a period equal to the expected term. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

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	2007	2006
Expected volitility	53% - 59%	54% - 61%
Expected term (in years)	4.7 - 8.3	5.0 - 8.3
Risk-free rate	4.5% - 4.9%	4.7% - 5.1%
Expected dividend yield	None	None

As of December 31, 2007, there was $959,000 of total unrecognized compensation cost related to nonvested service-based options granted under the Company’s plans. That cost is expected to be recognized over a weighted-average period of 1.6 years.

Options with performance-based and service-based vesting

In 2006, the Company issued options that included both performance-based and service-based vesting conditions. Each option becomes exercisable as to 25% of the shares beginning on the first anniversary of the grant and continuing on the subsequent three anniversaries, provided that the Company or, in the case of segmental employees, the employee’s principal segment during the year, has achieved during the year preceding each vesting date, the earnings target specified by the Board’s compensation committee at the beginning of each year. Under SFAS 123(R), fair value cannot be established for any vesting tranches for which the performance condition has not been definitively established, and these tranches have no effect on compensation expense for 2006 or 2007; the fair value for vesting tranches with no definitively established performance condition will be determined when the performance conditions are established and recognized over the remaining vesting period. These performance-based options expire on the sixth anniversary of the date of grant. All other terms and conditions of these option grants are similar to options with service-based vesting only.

Following is a summary of performance-based and service-based option activity for 2007 and 2006 (shares and aggregate intrinsic value in thousands):

								Weighted
						Weighted		Average
				Weighted		Average		Remaining
	Number			Average		Grant-Date		Contractual		Aggregate
	of			Exercise		Fair		Life		Intrinsic
	Shares			Price		Value		(in years)		Value
Options outstanding at December 31, 2005		—		$	—
Granted		183			18.90	$	10.09
Exercised		—			—					$	—
Forfeited or expired		(9	)		18.05
Options outstanding at December 31, 2006		174			18.95				5.3		—
Granted		—			—	$	—
Exercised		(5	)		18.05						56
Forfeited or expired		(15	)		18.05
Options outstanding at December 31, 2007		154			19.06				4.3		1,431
Options exercisable at December 31, 2007		33		$	19.22				4.3	$	303

The fair value of each performance-based and service-based option grant is estimated on the date of grant using the Black-Scholes option pricing model and the assumptions noted in the table below. The basis for each of the critical assumptions listed below is the same as those used to determine the fair value of our service based option grants.

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	2007	2006
Expected volitility	55% - 56%	56%
Expected term (in years)	4.0	5.0
Risk-free rate	4.7%	4.8% - 5.0%
Expected dividend yield	None	None

The combined fair value of both service-based and performance and service-based grants vested during the years ended December 31, 2007, and 2006 was $1.1 million, and $1.9 million, respectively. The Company received $4.3 million and $2.1 million from all share options exercised, net of withholding taxes, during 2007 and 2006, respectively.

Nonvested stock

Following is a summary of nonvested stock activity for 2007 and 2006 (shares in thousands):

				Weighted
	Number			Average
	of			Grant-Date
	Shares			Fair Value
Nonvested stock outstanding at December 31, 2005		—		$	—
Granted		40			17.92
Vested		—			—
Forefeited		—			—
Nonvested stock outstanding at December 31, 2006		40			17.92
Granted		3			19.37
Vested		(4	)		15.74
Forefeited		—			—
Nonvested stock outstanding at December 31, 2007		39		$	18.26

Nonvested stock valued at $58,000 and $717,000 was granted to certain senior executives during 2007 and 2006, respectively. The only restriction on the stock is the completion of specified service periods. As of December 31, 2007, there was $260,000 of total unrecognized compensation cost related to nonvested stock awards. That cost is expected to be recognized on a straight-line basis over a weighted average 1.8 year service period.

(9) INCOME TAXES

Total income tax (expense) benefit provided for in the Company’s consolidated financial statements consists of the following for the years ended December 31, 2007, 2006 and 2005 (in thousands):

	2007			2006			2005
Income tax benefit (expense), continuing operations	$	(2,080	)		1,823			(2,094	)
Income tax benefit (expense), discontinued		82			(7,222	)		(2,598	)
operations Income tax benefit resulting from exercise of stock options credited to shareholders’ equity		643			213			383
Total	$	(1,355	)		(5,186	)		(4,309	)

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The components of income tax (expense) benefit for continuing operations for the years ended December 31, 2007, 2006 and 2005 were (in thousands):

	2007			2006			2005
Current:
Federal	$	(1,483	)		395			133
State		(332	)		(506	)		(373	)
Foreign		(1,274	)		(1,806	)		(53	)
Total		(3,089	)		(1,917	)		(293	)
Deferred:
Federal		878			2,457			(1,534	)
State		35			42			129
Foreign		96			1,241			(396	)
Total		1,009			3,740			(1,801	)
Total income tax benefit (expense)	$	(2,080	)		1,823			(2,094	)

Income tax benefit (expense) for continuing operations differed as follows from the amounts computed by applying the U.S. Federal income tax rate of 34%, 35% and 34% to earnings from continuing operations before income taxes for the years ended December 31, 2007, 2006 and 2005, respectively (in thousands):

	2007			2006			2005
Computed “expected” income tax expense	$	(7,251	)		(4,893	)		(2,455	)
Reduction (increase) in income tax:
State income taxes, net of federal income tax effect		(196	)		(321	)		(130	)
Tax credits from research activities		936			4,181			34
Difference in effective foreign tax rates		4,127			1,494			845
Net decrease (increase) to valuation allowance for deferred tax assets		49			1,881			(242	)
Foreign permanent differences		(177	)		(366	)		—
Other		432			(153	)		(146	)
Income tax benefit (expense)	$	(2,080	)		1,823			(2,094	)

In 2005, the income tax expense for continuing operations is net of tax benefits, totaling $172,000, recognized from foreign net operating losses. In 2006, income tax expense for continuing operations was increased by $501,000 as the result of adjusting foreign net operating losses. This increase to income tax expense was offset by a $1,881,000 decrease to valuation allowances for foreign net operating losses. The largest portion of the decrease of $1,737,000 is related to the Canadian operations. In 2007, income tax expense for continuing operation was decreased by $122,000 as a result of adjusting foreign net operating losses and valuation allowances.

The Company’s net deferred tax assets at December 31, 2006 included $437,000 related to a cumulative $1,470,000 net operating loss incurred by certain international operations. The Company has increased the valuation allowance by $307,000 on these deferred tax assets. This increase in valuation allowance was based on management’s assessment that, due to changing business conditions and the limitation of tax planning strategies, the Company was not more likely than not to fully realize these deferred tax assets.

The Company’s net deferred tax assets at December 31, 2007 include $576,000 related to a cumulative $2,031,000 net operating loss incurred by certain international operations. The Company has decreased the valuation allowance by $49,000 on these deferred tax assets.

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2007 and 2006 are presented below (in thousands):

	2007			2006
Deferred tax assets:
Inventories	$	892			884
Accrued compensation costs		835			975
Accrued warranty costs		821			626
Foreign research expense and tax credit carry forward		53,895			38,077
Foreign net operating loss carry forward		575			437
Credit for corporate minimum tax		675			636
Research and development credit carry forward		387			1,901
Stock-based compensation		721			279
Other		950			965
Total gross deferred tax assets		59,751			44,780
Valuation allowance		(49,094	)		(32,921	)
Net deferred tax assets		10,657			11,859
Deferred tax liabilities:
Property, plant and equipment		3,079			3,319
Other		220			295
Total gross deferred tax liabilities		3,299			3,614
Net deferred tax assets	$	7,358			8,245

The net change in the valuation allowance for 2007 and 2006 was an increase of $16,173,000 and a decrease of $14,048,000, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the expected reversal of deferred tax liabilities, expected levels of future taxable income and tax planning strategies in making this assessment. Based on these considerations, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2007.

The Company has not recognized a deferred tax liability with respect to the undistributed earnings of its foreign operations that arose in 2007 and prior years because the Company considers these earnings to be indefinitely reinvested.

The U.S. continuing operations are consolidated for Federal income tax purposes. These U.S. continuing operations had earnings before income taxes of $5,716,000 in 2007, $5,033,000 in 2006, and $711,000 in 2005. The continuing combined foreign operations reported earnings before income taxes of $15,611,000, $8,947,000, and $6,509,000 in 2007, 2006, and 2005, respectively.

The Company adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As a result of the adoption of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits. Upon adoption on January 1, 2007, the Company had $2,560,000 of unrecognized tax benefits, as adjusted to $2,714,000 to reflect the reclassification of amounts in discontinued operations and accrued interest on unrecognized benefits. At December 31, 2007, the Company had $2,591,000 of unrecognized tax benefits, $2,105,000 of which would affect the Company’s effective tax rate if recognized.

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The following table summarizes the activity related to the Company’s unrecognized tax benefits, excluding interest and penalties, for the year ended December 31, 2007 (in thousands):

Balance as of January 1, 2007	$	2,714
Increases related to current year tax positions		472
Increases related to prior year tax positions		31
Decreases related to lapsing of statute of limitations		(23	)
Decreases related to settlements with taxing authorities		(788	)
Foreign exchange		185
Balance as of December 31, 2007	$	2,591

The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2007, the Company had approximately $105,500 of accrued interest related to uncertain tax positions.

The Company or one of its subsidiaries files income tax returns in the U.S. Federal jurisdiction, and various states and foreign jurisdictions. The Company is generally no longer subject to U.S. Federal, state and local, or non-US income tax examination by tax authorities for years before 2002.

(10) RETIREMENT PLANS

The Company established a qualified defined contribution plan in 1993. All U.S.-based employees that meet a minimum service requirement (approximately 650 employees) are eligible to participate in the plan. Company contributions are allocated to each participant based upon an age-weighted formula that discounts an equivalent benefit (as a percentage of eligible compensation) at age 65 to each employee’s current age. Accumulated contributions are invested at each participant’s discretion from among a diverse range of investment options offered by an independent investment firm selected by the Company.

The Company’s contribution to this plan is determined each year by the Board of Directors. There is no required minimum annual contribution, but the target contribution has been approximately 6.5% of base payroll. The Company’s total expense from continuing operations related to the defined contribution plan totaled $2.4 million in 2007, $2.2 million for 2006, and $2.1 million for 2005.

The Company sponsors qualified retirement savings plans in the U.S., Canada and the United Kingdom, in which the Company matches a portion of each eligible employee’s contributions. The Company’s matching contributions to these plans for continuing operations were $1.9 million in 2007, $1.6 million in 2006, and $1.4 million in 2005.

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following summarizes certain information regarding the fair value of the Company’s financial instruments at December 31, 2007 and 2006:

Cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable — The carrying amount approximates fair value because of the short maturity of these instruments.

Long-term debt — Some of the Company’s long-term debt bears interest at variable rates that management believes are commensurate with rates currently available on similar debt. Accordingly, the carrying value of variable-rate long-term debt approximates fair value.

The Company has two fixed-rate, long-term mortgages. One mortgage has an 8.0% current rate and a carrying amount at December 31, 2007 and 2006 of $7.7 million, and $8.3 million, respectively. The other mortgage has a 7.1% rate and a carrying amount at December 31, 2007 and 2006 of $4.0 million and $4.5 million, respectively. The carrying amounts of the mortgages approximate fair value, based on current market rates at which the Company could borrow funds with similar remaining maturities.

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(12) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

The Company is organized into three reportable segments: D&SS, LXE, and SATCOM. Each segment is separately managed and comprises a range of products and services that share distinct operating characteristics. The Company evaluates each segment primarily upon operating profit.

The D&SS segment manufactures custom-designed, highly engineered hardware for use in space, airborne, and terrestrial applications for communications, radar, surveillance, precision tracking and electronic countermeasures. Orders typically involve development and production schedules that can extend a year or more, and most revenues are recognized under percentage-of-completion long-term contract accounting. Hardware is sold to prime contractors or systems integrators rather than to end-users.

The LXE segment manufactures mobile terminals and wireless data collection equipment for supply chain execution. The manufacturing cycle for each order is generally just a few days, and revenues are recognized upon shipment of hardware. Hardware is marketed to end-users and to third parties that incorporate their products and services with the Company’s hardware for delivery to end-users.

The SATCOM segment principally manufactures antennas and other hardware for satellite communications systems. The manufacturing cycle for each order is generally just a few days, and revenues are recognized upon shipment of hardware. Hardware is marketed to third parties that incorporate their products and services with the Company’s hardware for delivery to end-users. SATCOM also derives a portion of its net sales from performance on longer-term development contracts. Net sales on these contracts are accounted for using percentage-of-completion accounting.

Accounting policies for segments are the same as those described in the summary of significant accounting policies, except that deferred income tax assets and liabilities are provided for only at the consolidated level.

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The following segment data is presented in thousands:

	Years ended December 31
	2007			2006			2005
Net sales:
Defense & Space Systems	$	59,090			52,431			51,409
Less sales to discontinued operations		—			(15	)		(15	)
Defense & Space Systems external sales		59,090			52,416			51,394
LXE		138,821			138,001			123,140
SATCOM		89,968			70,702			51,353
Total	$	287,879			261,119			225,887
Operating income (loss):
Defense & Space Systems	$	4,876			2,572			3,186
LXE		7,067			11,043			7,520
SATCOM		12,189			6,170			3,524
Corporate		(4,865	)		(5,428	)		(4,006	)
Total	$	19,267			14,357			10,224
Interest income and other, net of foreign exchange losses:
Defense & Space Systems	$	7			28			(4	)
LXE		236			8			148
SATCOM		(564	)		(66	)		(203	)
Corporate		4,334			1,574			359
Total	$	4,013			1,544			300
Interest expense:
Defense & Space Systems	$	(141	)		(444	)		(372	)
LXE		(348	)		(405	)		(474	)
SATCOM		(121	)		(117	)		(264	)
Corporate		(1,343	)		(955	)		(2,194	)
Total	$	(1,953	)		(1,921	)		(3,304	)
Income tax (expense) benefit:
Defense & Space Systems	$	(1,822	)		(823	)		(1,068	)
LXE		(2,667	)		(4,056	)		(2,734	)
SATCOM		224			138			443
Other		(93	)		(517	)		(233	)
Corporate		2,278			7,081			1,498
Total	$	(2,080	)		1,823			(2,094	)

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	Years ended December 31
	2007			2006			2005
Net earnings (loss):
Defense & Space Systems	$	2,920			1,333			1,742
LXE		4,288			6,590			4,460
SATCOM		11,728			6,125			3,500
Other		(93	)		(517	)		(233	)
Corporate		404			2,272			(4,343	)
Earnings from continuing operations		19,247			15,803			5,126
Discontinued operations, net		(503	)		17,205			(16,569	)
Total	$	18,744			33,008			(11,443	)
Capital expenditures:
Defense & Space Systems	$	3,684			2,391			2,735
LXE		3,364			2,467			2,243
SATCOM		6,589			3,227			2,743
Corporate		942			417			1,381
Total	$	14,579			8,502			9,102
Depreciation and amortization:
Defense & Space Systems	$	2,620			2,558			2,631
LXE		2,205			2,246			2,419
SATCOM		3,619			2,851			2,832
Corporate		1,222			1,209			1,041
Total	$	9,666			8,864			8,923

	As of December 31
	2007		2006
Assets:
Defense & Space Systems	$	42,017		48,517
LXE		94,613		88,925
SATCOM		77,552		54,828
Other		3,466		3,809
Corporate		106,152		95,605
Total	$	323,800		291,684
Goodwill — LXE	$	9,982		9,982

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Following is a summary of enterprise-wide information (in thousands):

	Years ended December 31
	2007		2006		2005
Net sales to customers in the following countries:
United States	$	176,209		178,662		150,522
United Kingdom		20,911		13,542		14,171
Other foreign countries		90,759		68,915		61,194
Total	$	287,879		261,119		225,887

	As of December 31
	2007		2006
Long-lived assets are located in the following countries:
United States	$	24,032		23,821
Canada		18,219		8,743
Other foreign countries		3,509		1,255
Total	$	45,760		33,819

No customer accounted for more than 10% of consolidated net sales in 2007, 2006 or 2005.

(13) ISSUANCE OF COMMON STOCK

On February 15, 2006, the Company completed the sale of 3,300,000 shares of common stock (par value $0.10 per share) in a registered public offering, and on February 27, 2006, the Company issued an additional 495,000 shares upon the exercise of the underwriters’ over-allotment option. The offering price was $16.70 per share, and the Company received net proceeds of approximately $58.7 million after deducting underwriting discounts, commissions and other offering expenses. The Company used these net proceeds to repay all of its borrowings under its U.S. and Canadian revolving credit facilities. The remaining proceeds, along with the available credit facility borrowings, are intended to be used to fund working capital and other general corporate expenses, and to finance possible business acquisitions that we may pursue in the future. The net proceeds have been invested in a government obligations money-market fund, in other money-market instruments and interest-bearing deposits.

(14) COMMITMENTS AND CONTINGENCIES

The Company is committed under several non-cancelable operating leases for office space, computer and office equipment and automobiles. Minimum annual lease payments under such leases related to the Company’s continuing operations are $3,544,000 in 2008, $2,314,000 in 2009, $2,421,000 in 2010, $2,378,000 in 2011, $1,981,000 in 2012 and $9,460,000 thereafter.

The Company also has short-term leases for regional sales offices, equipment and automobiles. Total rent expense under all operating leases was approximately $4,067,000, $3,778,000, and $2,825,000 in 2007, 2006, and 2005, respectively.

As of December 31, 2007, the Company has outstanding purchase commitments of $24,774,000. These represent existing commitments under purchase orders or contracts to purchase inventory and raw materials for our products.

The Company’s Canadian-based SATCOM segment has received cost-sharing assistance from the Government of Canada under several programs that support the development of new commercial technologies and products. This funding is repayable in the form of royalties, the level of which will depend upon future revenue earned by SATCOM above a certain threshold. These royalties accrue at rates generally less than one percent of sales. As a result, although the Company cannot accurately estimate the level of future possible royalties, the Company does not believe that such royalties will have a material adverse effect on future results of operations. The Company is also required to pay royalties through LXE. These royalty fees are based on the sales of specific products and are calculated at fixed percentages on their net selling price. In total, the Company incurred costs of $1.1 million related to royalty fees in 2007.

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The Company periodically enters into agreements with customers and suppliers that include limited intellectual property indemnification obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party intellectual property claims arising from these transactions. The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount for which it could be obligated.

The Company generally provides a limited warranty for each of its products. The basic warranty periods vary from one to five years, depending upon the type of product. For certain products, customers can purchase warranty coverage for specified additional periods.

The Company records a liability for the estimated costs to be incurred under warranties, which is included in other current liabilities on the Company’s consolidated balance sheets. The amount of this liability is based upon historical, as well as expected, rates of warranty claims. The warranty liability is periodically reviewed for adequacy and adjusted as necessary. Following is a reconciliation of the aggregate product warranty liability (in thousands):

	Years ended December 31
	2007			2006			2005
Balance at beginning of the year	$	2,051			1,894			1,613
Accruals for warranties issued during the year		3,175			1,945			1,132
Settlements made during the year		(2,579	)		(1,788	)		(851	)
Balance at end of year	$	2,647			2,051			1,894

(15) LITIGATION

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

(16) SUBSEQUENT EVENTS

On February 8, 2008, the Company completed the acquisition of Akerstroms Trux AB, of Bjorbo, Sweden for $15.3 million. Trux manufactures and markets vehicle-mount computing solutions for warehousing and production environments in the Nordic region. Additional information is contained in Note 3 of the Company’s consolidated financial statements.

On February 29, 2008, the Company entered into a new Loan Agreement with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit loan and Canadian revolving credit loan agreements. Under the new agreement, the Company has $60 million total capacity for borrowing in the U.S. and $15 million total capacity for borrowing in Canada. The agreement also has a provision permitting an increase in the total borrowing capacity of up to an additional $50 million with additional commitments from the current lenders or from new lenders. Additional information is contained in Note 7 of the Company’s consolidated financial statements.

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(17) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Following is a summary of interim financial information for the years ended December 31, 2007 and 2006 (in thousands, except net earnings (loss) per share):

	2007 Quarters ended
	March 31			June 30		Sept 29		Dec 31
Net sales	$	66,574			72,147		73,145		76,013
Operating income		3,078			3,980		5,242		6,967
Earnings from continuing operations		2,880			3,574		5,606		7,187
(Loss) earnings from discontinued operations		(467	)		3		11		(50	)
Net earnings		2,413			3,577		5,617		7,137
Net earnings (loss) per share:
Basic:
Continuing operations	$	0.19			0.23		0.37		0.46
Discontinued operations		(0.03	)		—		—		—
Net earnings	$	0.16			0.23		0.37		0.46
Diluted:
Continuing operations	$	0.19			0.23		0.36		0.46
Discontinued operations		(0.03	)		—		—		—
Net earnings	$	0.16			0.23		0.36		0.46

	2006 Quarters ended
	April 1			July 1			Sept 30		Dec 31
Net sales	$	59,045			65,046			64,661		72,367
Operating income		2,378			3,365			2,740		5,874
Earnings from continuing operations		1,264			2,241			5,490		6,808
(Loss) earnings from discontinued operations		(1,036	)		(569	)		82		18,728	(1)
Net earnings		228			1,672			5,572		25,536
Net earnings (loss) per share:
Basic:
Continuing operations	$	0.10			0.15			0.36		0.45
Discontinued operations		(0.08	)		(0.04	)		0.01		1.23
Net earnings	$	0.02			0.11			0.37		1.68
Diluted:
Continuing operations	$	0.10			0.15			0.36		0.44
Discontinued operations		(0.08	)		(0.04	)		0.01		1.23
Net earnings	$	0.02			0.11			0.37		1.67

(1) Includes gain on sale of the EMS Wireless segment.

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EX-4.1

Exhibit 4.1

EMS TECHNOLOGIES, INC.

Stockholder Rights Plan
Dated as of April 6, 1999
As Amended November 2, 2007

Table of Contents

Section		Page
1	Certain Definitions	1
2	Authority to Appoint Rights Agent	6
3	Issue of Rights Certificates	6
4	Form of Rights Certificates	8
5	Registration	9
6	Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	10
7	Exercise of Rights; Purchase Price; Expiration Date of Rights	11
8	Cancellation and Destruction of Rights Certificates	13
9	Reservation and Availability of Capital Stock	13
10	Record Date for Securities Issued Upon Exercise	15
11	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	16
12	Certificate of Adjusted Purchase Price or Number of Shares	26
13	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	26
14	Fractional Rights and Fractional Shares	29
15	Rights of Action	30
16	Agreement of Rights Holders	30

Section		Page
17	Rights Certificate Holder Not Deemed a Stockholder	31
18	Indemnification of Corporate Officers	32
19	Issuance of New Rights Certificates	32
20	Redemption and Termination	33
21	Notice of Certain Events	34
22	Notices	35
23	Supplements and Amendment; Substituted Plan	36
24	Successors	37
25	Determinations and Actions by the Board of Directors, etc.	37
26	Establishment of Fund for Disinterested Directors	38
27	Benefits of this Plan	38
28	Severability	38
29	Governing Law	39
30	Descriptive Headings	39
Exhibit A — Form of Rights Certificate
Exhibit B — Form of Summary of Rights

STOCKHOLDER RIGHTS PLAN

     Section 1. Certain Definitions. For purposes of this Plan, the following terms have the meanings indicated:

          (a) “Acquiring Person” shall mean any Person or group of Persons acting together, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, who or which, together with all Affiliates and Associates of such Person(s), shall be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, or (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company acting in accordance with and for or pursuant to the terms of any such plan.

     Notwithstanding the foregoing,“Acquiring Person” shall not include any such Person who has reported or is required to report such ownership (but less than 25%) on Schedule 13G under the Exchange Act (or any comparable or successor report or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the Common Stock) and within 10 Business Days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired Common Stock equal to or exceeding 20% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, thereafter does not acquire additional Common Stock while the Beneficial Owner of 20% or more of the Common Stock then outstanding; provided, however, that if the Person requested to so certify fails to do so within 10 Business Days, then such Person shall become an Acquiring Person immediately after such 10 Business Day Period. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” solely as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by a Person to 20% or more of the Common Stock of the Company then outstanding as determined above; provided, however, that if a Person becomes the Beneficial Owner of 20% or more of the Common Stock of the Company then outstanding (as determined above) solely by reason of purchases of Common Stock by the Company and shall, after becoming aware of such purchases by the Company or of the resulting decrease in the number of outstanding shares of the Common Stock, become the Beneficial Owner of any additional Common Stock by any means whatsoever, then such Person shall be deemed to be an “Acquiring Person”.

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          (b) “Act” shall mean the Securities Act of 1933. as amended.

          (c) “Adjustment Shares” shall have the meaning set forth in Section ll(a)(ii) hereof.

          (d) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and in effect on the date of this Plan (the “Exchange Act”).

          (e) A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own,” any securities:

     (i) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” (A) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any of such Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 19 hereof (the “Original Rights”) or pursuant to Section 11(a)(I) hereof in connection with an adjustment made with respect to any Original Rights;

     (ii) which such Person or any of such person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the

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General Rules and Regulations under the Exchange Act, and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report): or

     (iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the provision to subparagraph (ii) of this paragraph (e)) or disposing of any voting securities of the Company;

provided, however, that nothing in this paragraph (e) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

          (f) “Board” shall mean the Board of Directors of the Company.

          (g) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of Georgia are authorized or obligated by law or executive order to close.

          (h) “Close of Business” on any given date shall mean 5:00 P.M. Eastern time on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M. Eastern time on the next succeeding Business Day.

          (i) “Common Stock” shall mean the common stock, $.10 per share par value, of the Company, except that “Common Stock” or “common stock” when used with reference to any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person.

          (j) “Common Stock Equivalent” shall have the meaning set forth in Section 11(a))(iii) hereof.

          (k) “Company” shall mean EMS Technologies, Inc., a Georgia corporation, until a successor corporation shall have become such or until a Principal Party shall assume, and thereafter be liable for, all obligations and duties of the Company hereunder, pursuant to the applicable provisions of this Plan, and thereafter “Company” shall mean such successor

3

corporation or Principal Party.

          (1) “Current Market Price” shall have the meaning set forth in Section ll(d) hereof.

          (m) “Current Value” shall have the meaning set forth in Section ll(a)(iii) hereof.

          (n) “Disinterested Director” shall mean any member of the Board, while such Person is a member of the Board, who (i) is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) was not nominated by or is not in any other manner representative of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person, (iii) does not control and is not controlled by an Acquiring Person or an Affiliate or Associate of an Acquiring Person, and (iv) does not have a substantial interest (whether by beneficial ownership of securities or otherwise) in an Acquiring Person or an Affiliate or Associate of an Acquiring Person. An interest of less than 5% shall not be considered “substantial” for purposes of this definition.

          (o) “Distribution Date” shall have the meaning set forth in Section 3 (a) hereof.

          (p) “Equivalent Common Stock” shall have the meaning set forth in Section ll(b) hereof.

          (q) “Exchange Act” shall have the meaning set forth in Section l(d) hereof.

          (r) “Expiration Date” shall have the meaning set forth in Section 7(a) hereof.

          (s) “Fair Value Offer” shall have the meaning set forth in section ll(a)(ii)(A) hereof.

          (t) “Final Expiration Date” shall mean the Close of Business on August 6, 2009.

          (u) “Original Rights” shall have the meaning set forth in Section l(e)(I) hereof.

          (v) “Person” shall mean any individual, firm, corporation, partnership, unincorporated association, syndicate or other entity.

          (w) “Plan” shall mean this Stockholder Rights Plan as originally adopted or as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof.

          (x) “Principal Party” shall have the meaning set forth

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in Section 13(b) hereof.

          (y) “Purchase Price” shall have the meaning set forth in Section 4(a) hereof.

          (z) “Record Date” shall mean April 16, 1999.

          (aa) “Redemption Price” shall have the meaning set forth in Section 20(a).

          (bb) “Right” shall mean the right to purchase one share of Common Stock (subject to adjustment) as provided herein

          (cc) “Rights Agent” shall have the meaning set forth in Section 2 hereof.

          (dd) “Rights Certificates” shall have the meaning set forth in Section 3(a) hereof.

          (ee) “Rights Dividend Declaration Date” shall mean April 6, 1999, the effective date of this Plan.

          (ff) “Section ll(a)(ii) Event” shall mean any event described in Section ll(a)(ii) hereof.

          (gg) “Section ll(a)(ii) Trigger Date” shall have the meaning set forth in Section ll(a)(iii) hereof.

          (hh) “Section 13 Event” shall mean any event described in clauses (x), (y) or (z) of Section 13(a) hereof.

          (ii) “Spread” shall have the meaning set forth in Section ll(a)(iii) hereof.

          (jj) “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such without the consent of a majority of the Disinterested Directors.

          (kk) “Subsidiary” shall mean, with reference to any Person, any corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

          (ll) “Substitute Consideration” shall have the meaning set forth in Section ll(a)(iii) hereof.

          (mm) “Substitution Period” shall have the meaning set forth in Section ll(a)(iii) hereof.

5

          (nn) “Summary of Rights” shall have the meaning set forth in Section 3(b) hereof.

          (oo) “Trading Day” shall have the meaning set forth in Section ll(d) hereof.

          (pp) “Triggering Event” shall mean any Section ll(a)(ii) Event or any Section 13 Event.

          (qq) “Uncertificated Share Balances” shall have the meaning set forth in Section III(a) hereof.

     Section 2. Authority to Appoint Rights Agent.

     The Company may appoint a rights agent (or one or more co-rights agents) to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Stock) in accordance with the terms and conditions hereof (the “Rights Agent”), and may amend or supplement this Plan in accordance with Section 23 hereof in any manner necessary or desirable to induce such Rights Agent to accept its appointment hereunder.

     Section 3. Issue of Rights Certificates.

          (a) Until the earliest of (i) the Close of Business on the tenth day after the Stock Acquisition Date, (ii) the Close of Business on the tenth day after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company acting in accordance with and for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, (iii) the Close of Business on the tenth day after the occurrence of any of the events described in Section ll(a)(ii)(B), or (iv) the Close of Business on the tenth day after the date that an offer to effect any of the transactions described in Section 13(a) made, encouraged or supported by Acquiring Person is first announced, published, sent or given (the earliest of (I), (ii), (iii) and (iv) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock or, in the case of uncertificated shares, the balances indicated in the book-entry account system of the transfer agent for the Common Stock (the “Uncertificated Share Balances”), registered in the names of the holders of the Common Stock (which shares of Common Stock shall be deemed also to be certificates for Rights) and not by separate

6

certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will send by first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section ll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

          (b) Upon the request of any record holder of the Common Stock, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first class, postage prepaid mail, to such holder at the address of such holder shown on the records of the Company. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date the Rights will be evidenced by the certificates for the Common Stock or, in the case of uncertificated shares, by the Uncertificated Share Balances, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.

          (c) Except as may otherwise be determined by the Board, Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, and in the event of such a determination by the Board, no other provisions of this Plan shall apply to any shares of Common Stock which the Board has determined to be issued without Rights. Any certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Plan of EMS Technologies, Inc. (the “Company”) dated as of April 6, 1999, as it may be from time to time amended

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(the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Plan, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Plan), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

     Section 4. Form of Rights Certificates.

          (a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit A hereto and may have such marks of -identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Plan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 19 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Common Stock as shall be set forth therein at the price set forth therein (such exercise price per share, the “Purchase Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 19 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person

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(or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Disinterested Directors have determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend, modified as applicable to such Person:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Plan). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Plan.

     Section 5. Registration.

          (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Plan any such person was not such an officer.

          (b) Following the Distribution Date, the Company or the Rights Agent, if any, will keep or cause to be kept, at the principal executive office of the Company or at the principal stockholder services office or offices of the Rights Agent

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designated for such purposes, as the case may be, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

     Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

          (a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of shares of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitle such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Company or the Rights Agent, if any, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged, with the form of assignment and certificate duly executed, at the principal executive office of the Company, or the principal stockholder services office or offices of the Rights Agent designated for such purposes, as the case may be. Neither the Company nor the Rights Agent, if any, as the case may be, shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment set forth on the reverse side of each such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Secretary of the Company or the Rights Agent, as the case may be, shall reasonably request. Thereupon the Secretary of the Company or the Rights Agent, as the case may be, shall, subject to Section 4(b), Section 7(e) and Section 14 hereof, deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, Split up, combination or exchange of Rights Certificates.

          (b) Upon receipt by the Company or the Rights Agent, if any, of evidence reasonably satisfactory to either of them of the

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loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to either of them, and reimbursement to the Company or the Rights Agent, as the case may be, of all reasonable expenses incidental thereto, and upon surrender to the Company or the Rights Agent, as the case may be, and cancellation of the Rights Certificate if mutilated,
the Company or the Rights Agent, as the case may be, will execute and deliver a new Rights Certificate of like tenor to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

     Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

          (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including without limitation the restrictions on exercisability set forth in Section 9(c), Section ll(a)(iii) and Section 20(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Company or the Rights Agent, if any, at the principal executive office of the Company or the principal stockholder services office or offices of the Rights Agent designated for such purposes, as the case may be, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) the Final Expiration Date or (ii) the time at which the Rights are redeemed as provided in Section 20 hereof (the earlier of (i) or (ii) being herein referred to as the “Expiration Date”).

          (b) The Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be $45.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph (c) below.

          (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per share of Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Company shall promptly (I)(A) requisition from any transfer agent of the shares of Common Stock, if any (but only to the extent such transfer agent expressly assumes such duty), or, if none, from the Company’s Secretary, as the case may be, the total

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number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depository agent depository receipts representing such number of shares of Common Stock as are to be purchased (in which case the shares of Common Stock represented by such receipts shall be deposited by the transfer agent (but only to the extent such transfer agent expressly assumes such duty), or, if none, from the Company’s Secretary, as the case may be, with the depository agent) and the Company will direct the depository agent to comply with such request, (ii) when appropriate, requisition the amount of cash, if any, to be paid in lieu of fractional shares of Common Stock in accordance with Section 14 hereof, (iii) after receipt of such shares or depository receipts for shares of Common Stock, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section ll(a)(iii) hereof) may be made (x) in cash or by certified check, cashier’s check or bank draft payable to the order of the Company or (y) if the Board so determines, by delivery of shares of Common Stock (accompanied by appropriate stock powers executed in blank) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing price (as determined pursuant to Section ll(d) hereof) per share of Common Stock on the Trading Day immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section ll(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution, if and when appropriate. The Company reserves the right to require, prior to the occurrence of a Section ll(a)(ii) Event or a Section 13 Event, that upon exercise of any Rights, an appropriate number of Rights be exercised so that any Common Stock issuable hereunder shall only be issued as whole shares.

          (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Company and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Plan to the

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contrary, from and after the first occurrence of a Section ll(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the Disinterested Directors have determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Plan or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliates, Associates or transferees of an Acquiring Person hereunder.

          (f) Notwithstanding anything in this Plan to the contrary, the Company shall not be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

     Section 8. Cancellation and Destruction of Rights Certificates.

     All Rights Certificates surrendered for the purpose of exercise, transfer, Split up, combination or exchange shall, upon surrender to the Company or any of its agents, be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Plan. The Company shall cancel and retire any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.

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     Section 9. Reservation and Availability of Capital Stock.

          (a) The Company shall use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of a Triggering Event, other securities) or out of its authorized and issued Common Stock held in its treasury, the number of shares of Common Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Plan, including Section ll(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

          (b) So long as the shares of Common Stock (and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon the exercise of the Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

          (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section ll(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section ll(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective.

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Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or any necessary registration statement, the effectiveness of which in such jurisdiction is required to make the offering not illegal, shall not have been declared effective.

          (d) The Company shall take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, other securities), delivered upon exercise of Rights shall, at the time of delivery thereof (subject to payment of the Purchase Price), be duly and validly authorized and issued and that all shares shall be fully paid and nonassessable.

          (e) The Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any shares of Common Stock (or other securities, as the case may be) issued upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise, or to issue or deliver a number of shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender), or until it has been established to the Company’s satisfaction that no such tax is due.

     Section 10. Record Date for Securities Issued Upon Exercise.

     Each Person in whose name shares of Common Stock (or other securities, as the case may be) are issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Common Stock (or other securities, as the case may be) represented thereby on, and any certificate or Uncertificated Share Balance evidencing such shareshall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such stock (or other securities, as the case may be) on, and such certificate or Uncertificated

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Share Balance shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

     Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.

     The Purchase Price, the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a)(I) In the event the Company shall at any time after the date this Plan is adopted (A) declare a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section ll(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number of shares of Common Stock (or the number and kind of other securities, as the case may be), shall be proportionately adjusted so that if a holder of Rights after such time were to exercise that number of Rights which would result in the aggregate amount of the Purchase Price payable upon such exercise (at the Purchase Price then in effect) being equal to the amount of the Purchase Price that was payable prior to such time upon exercise of a Right, the holder would be entitled to receive the aggregate number of shares of Common Stock (or the number and kind of other securities, as the case may be) which, if a Right had been exercised immediately prior to such time and at a time when the Common Stock (or other securities, as the case may be) transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section ll(a)(I) and Section ll(a)(ii) hereof, the

16

adjustment provided for in this Section ll(a)(I) shall be in addition to, and shall be made prior to, any adjustment required Pursuant to Section ll(a)(ii) hereof.

(ii) In the event:

(A) any Person or group of Persons shall at any time after the Rights Dividend Declaration Date, without the consent of a majority of the Disinterested Directors, become an Acquiring Person unless the event causing the 20% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the Disinterested Directors after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders (such offer herein referred to as a “Fair Value Offer”), or

(B) any Acquiring Person whose acquisition of 20% or more of the Company’s Common Stock has been consented to by a majority of the Disinterested Directors, or any Associate or Affiliate of any such Acquiring Person, shall, without the consent of a majority of the Disinterested Directors, (1) acquire, directly or indirectly, in one or a series of transactions, an additional 2% or more of the Company’s Common Stock, (2) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in one or a series of transactions, to, from or with the Company or any of its Subsidiaries, assets on terms and conditions less favorable to the Company than the Company would be able to obtain in arm’s length negotiation with an unaffiliated third party, other than pursuant to a transaction set forth in Section 13(a) hereof, (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in one or a series of transactions, to, from or with the Company or any of its Subsidiaries (other than incidental to the lines of business, if any, engaged in as of the date of this Plan between the Company and such Acquiring Person or Associate or Affiliate thereof) assets having an aggregate fair market value of more than $5,000,000, other than pursuant to a transaction set forth in Section 13(a) hereof, (4) receive any compensation from the Company or any of the Company’s Subsidiaries other than compensation for full-time employment as a regular employee at rates in accordance with the Company’s or such Subsidiary’s normal practices, or (5) receive the benefit,

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directly or indirectly (except resulting from a requirement of law or governmental regulation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Company or any of its Subsidiaries.

then, ten days following the first occurrence of a Section ll(a)(ii) Event (or such shorter or longer period as a majority of the Disinterested Directors shall from time to time determine), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Plan such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Section ll(a)(ii) Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase Price” for each Right and for all purposes of this Plan) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”); provided that, in no event shall the Company issue or be obligated to issue Common Stock at a Purchase Price per share of Common Stock that is less than the per share par value of the Common Stock as the same may be adjusted from time to time; and provided further that after the occurrence of any Section ll(a)(ii) event, the Company, by action of a majority of the Disinterested Directors in office at the time, may permit the Rights to be exercised, or may require and specify that the Rights may only be exercised, for 50% of the shares of Common Stock (or cash or other securities or assets to be substituted for the Adjustment Shares pursuant to Section ll(a)(iii) below) that would otherwise be purchasable pursuant to the preceding clauses of this Section ll(a)(ii) in consideration of the surrender to the Company of the Rights so exercised and without payment of the Purchase Price(except to the extent, if any, as may, in the opinion of the Company’s legal counsel, be necessary in order that the Company may validly and legally thereupon issue fully paid and nonassessable shares of Common Stock), and all Rights so exercised under this proviso without payment of the Purchase Price shall be deemed to have been exercised in full and shall be cancelled; and provided further that during the ten days following the first occurrence of a Section ll(a)(ii) Event (or such shorter or longer period as a majority of the Disinterested Directors shall from time to time determine), the Rights may be redeemed only by the vote of a majority of the Disinterested Directors who are Directors of the Company on the day before the occurrence of such Section ll(a)(ii) Event.

     (iii) In the event that the number of shares of Common Stock

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which are authorized by the Company’s articles of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section ll(a), the Company shall: (A) determine the excess of (i) the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Purchase Price (such excess being referred to as the “Spread”), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares of preferred stock, if any exists at such time), which the Board has deemed to have the same value as shares of Common Stock (such shares of preferred stock being referred to as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (whichever substituted, the “Substitute Consideration”), having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the date of the first occurrence of a Section ll(a)(ii) Event (such date being referred to herein as the “Section ll(a)(ii) Trigger Date”), then, subject to subsection (k) hereof, the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section ll(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section ll(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has

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been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section ll(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Section ll(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

          (b) In case the Company shall fix a record date for issuance of rights, options or warrants to all holders of Common Stock, entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date) Common Stock (or shares having the same rights, privilege and preferences as the shares of Common Stock (“Equivalent Common Stock”)) or securities convertible into Common Stock or Equivalent Common Stock at a price per share of Common Stock or per share of Equivalent Common Stock (or having a conversion price per share, if a security convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price per share of Common Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock and/or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date, plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board whose determination shall be conclusive for all purposes. Shares of Common Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

          (c) In case the Company shall fix a record date for a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend

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out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Common Stock, but including any dividend payable in stock other than Common Stock) or subscription rights or warrants (excluding those referred to in Section ll(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on such record date, less the fair market value (as determined in good faith by the Board whose determination shall be conclusive for all purposes) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Common Stock and the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had not been fixed.

          (d) For the purpose of any computation hereunder, other than computations made pursuant to Section ll(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section ll(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (i) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (ii) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, after the tax-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Market Price shall be properly adjusted to take into account tax-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common

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Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc., Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the Closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such stock on such date as determined in good faith by the Board shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, Current Market Price per share shall mean the fair value per share as determined in good faith by the Board whose determination shall be conclusive for all purposes. The Current Market Price of any fraction of a share of Common Stock hereunder shall be determined by multiplying the Current Market Price per share of Common Stock, determined in accordance with this paragraph, by such fraction.

          (e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section ll(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share, as the case may be. Notwithstanding the first sentence of this Section ll(e), any adjustment required by this Section 11 shall be made no later than the earlier of (I) three (3) years from the date of the transaction which mandates such adjustment, or (ii) the Expiration Date.

          (f) If as a result of an adjustment made pursuant to Section ll(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Common Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections ll(a), (b), (c), (e), (g), (h), (I), (j), (k) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Common Stock shall apply on like terms to any such other shares.

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          (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, that number of shares of Common Stock purchasable from time to time hereunder (or, if applicable, preferred stock) upon exercise of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided in Section ll(I), upon each adjustment of the Purchase Price as a result of the calculations made in Sections ll(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of shares of Common Stock (calculated to the nearest ten-thousandth) obtained by (i) multiplying (x) the number of shares covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of shares of Common Stock purchasable upon the exercise of a Right. In that event, each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for that number of shares of Common Stock for which a Right was exercisable immediately prior to such adjustment; and each Right held of record prior to such adjustment of the number of Rights shall become the number of Rights (calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section ll(I), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by

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such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. All costs associated with such adjustments, including without limitation any taxes required to be paid on account of such adjustment, shall be borne by the Company. Rights Certificates so to be distributed shall be issued and executed in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or the stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per share of Common Stock and the shares of Common Stock which were expressed in the initial Rights Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and loyally issue fully paid and nonassessable shares of Common Stock at such adjusted Purchase Price.

          (1) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the shares of Common Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the shares of Common Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in its good faith judgment the Board shall determine to be advisable in order that any (i) consolidation or subdivision of the Common Stock, (ii) issuance wholly for cash of

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any shares of Common Stock at less than the Current Market Price, (iii) issuance wholly for cash of shares of Common Stock or securities which by their terms are convertible into or exchangeable for shares of Common Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Common Stock shall not be taxable to such stockholders.

          (n) The Company shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11 hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11 hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11 hereof), if (x) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights to the holders of the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the stockholders of the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.

          (o) After the Distribution Date, the Company shall not, except as permitted by Section 20 or Section 23 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

          (p) Anything in this Plan to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by

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multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.

     Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, if any, or if no Rights Agent has been appointed, with the Company’s Secretary, and with each transfer agent for the Common Stock, a copy of such certificate, and 8 mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of shares of Common Stock) in accordance with Section 22 hereof. The Rights Agent, if any, shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

          (a) In the event that, following or simultaneously with the Distribution Date, directly or indirectly, without the consent of a majority of the Disinterested Directors, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11 hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more

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transactions, each of which complies with Section 11 hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Plan, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of shares of Common Stock (or, if applicable, preferred stock) for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section ll(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of shares of Common Stock (or, if applicable, preferred stock) for which a Right was exercisable immediately prior to the first occurrence of a Section ll(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Plan) by (2) 50% of the Current Market Price per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Plan; (iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section ll(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

          (b) “Principal Party” shall mean:

          (i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and

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          (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of two or more of which are and have been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value.

          (c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent, if any, or if no Rights Agent shall have been appointed, to the Company’s Secretary, a supplemental agreement, satisfactory in form and substance to a majority of the Disinterested Directors, providing for the terms set forth in Paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party:

          (i) will prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date; and

          (ii) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section ll(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

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          (d) Notwithstanding anything in this Plan to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is consummated with a Person or Persons (or a wholly owned subsidiary of any such Person or Persons) who acquired shares of Common Stock pursuant to a Fair Value Offer, (ii) the price per share of Common Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of shares of Common Stock whose shares were purchased pursuant to such Fair Value Offer, and (iii) the form of consideration being offered to the remaining holders of shares of Common Stock pursuant to such transaction is cash. Upon consummation of any such transaction contemplated by this Section 13(d), all Rights hereunder shall expire.

          (e) The provisions of this Section 13 shall be applicable to a transaction described in subparagraphs (x), (y), and (z) of Section 13(a) regardless of the business form of the Principal Party (e.g., corporation, partnership, or other form). In the event that the Principal Party is an entity other than a corporation, the term “Common Stock,” as used in reference to the Principal Party in this Section 13 or otherwise, shall be construed to refer to the equity securities or other equity interest having power to control or direct the management of, or representing the fundamental economic interest in, such Principal Party.

     Section 14. Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there may be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such

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other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker selected by the Board making a market in the Rights. If on any such date no such market maker is making a market in the Rights, then the fair value of the Rights on such date as determined in good faith by the Board shall be used.

          (b) The Company shall not be required to issue fractions of shares of Common Stock (or other securities) upon exercise of the Rights or to distribute fractional shares of Common Stock (or other securities). In lieu of fractional shares of Common Stock (or other securities), the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Common Stock (or other securities). For purposes of this Section 14(b), the current market value of one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section ll(d) hereof) for the Trading Day immediately prior to the date of such exercise, and the current market value of any other securities shall be determined utilizing the principles of Section ll(d) hereof as applied by the Board in its sole discretion.

          (c) The holders of Rights by the acceptance of the Rights expressly waive any right to receive any fractional Rights and/or any fractional shares upon exercise of a Right.

     Section 15. Rights of Action.

     All rights of action in respect of this Plan are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Plan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Plan and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Plan.

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     Section 16. Agreement of Rights Holders.

          Every holder of a Right by accepting the same consents and agrees with the Company and with every other holder of a Right that:

          (a) Prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock;

          (b) After the Distribution Date, the Rights Certificates are transferable only on the registry books of the Company, if surrendered at the principal office of the Company, or, if a Rights Agent is appointed by the Company hereunder, only on the registry books of said Rights Agent, if surrendered at the principal stockholder services office or offices of the Rights Agent designated for such purposes, in either case duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed;

          (c) Subject to Section 6(a) and Section 7(f)) hereof, the Company and the Rights Agent, if any, may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated shares of Common Stock made by anyone other than the Company or any Rights Agent) for all purposes whatsoever, and neither the Company nor any Rights Agent appointed by the Company, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and

          (d) Notwithstanding anything in this Plan to the contrary, neither the Company nor any Rights Agent appointed by the Company shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Plan by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

     Section 17. Rights Certificate Holder Not Deemed a Stockholder.

          No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose

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the holder of the number of shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 21 hereof), or to receive dividends or subscription rights or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.

     Section 18. Indemnification of Corporate Officers.

          (a) The Company shall indemnify its officers for and hold them harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of such officers for anything done or omitted by such officers in connection with the acceptance and administration of this Plan, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, and will promptly reimburse such officers for any legal or other expenses reasonably incurred in investigating or defending any such 1066, expense, claim, damage or liability.

          (b) The Company’s officers shall be protected by the indemnity provided in this Section 18 and shall incur no liability for or in respect of any action taken, suffered or omitted by any of them in connection with their administration of this Plan in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument or assignment of transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by such officer to be genuine and to be signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons.

     Section 19. Issuance of New Rights Certificates.

     Notwithstanding any of the provisions of this Plan or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Plan. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or

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expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options, or under any employee benefit plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

     Section 20. Redemption and Termination; Exchange.

          (a) The Disinterested Directors then in office may. at any time prior to the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Disinterested Directors, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by a majority of the Disinterested Directors.

          (b) Immediately upon the taking of action by a majority of the Disinterested Directors ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price (without the payment of any interest thereon) for each Right so held. Promptly after the taking of action by a majority of the Disinterested Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

          (c) The Board may, at its option, at any time after the

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Distribution Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Rights Dividend Declaration Date(such number of shares of Common Stock issuable in exchange for one Right being referred to herein as the “Exchange Shares”),subject to payment by exchanging holders of Rights of such amount, if any, as may, in the opinion of the Company’s legal counsel, be necessary in order that the Company may validly and legally thereupon issue fully paid and nonassessable shares of Common Stock. Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Acquiring Person, together with all Affiliates and Associates of such Person, becomes the beneficial owner of 50% or more of the Common Stock then outstanding.

          (d) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (c) of this Section 20, without any further action and without any notice the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive the Exchange Shares. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 22 hereof. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

          (e) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding, or authorized but unissued, to permit any exchange of Rights as contemplated in accordance with this Section 20, the Company shall either take such action as shall be necessary to authorize additional shares of Common Stock, or take such action specified in Section 11(a)(iii) hereof as shall be necessary to substitute for each Exchange Share other consideration having value equal to the Current Market Price per share of the Common Stock as of the date such substitution is authorized by the Board.

     Section 21. Notice of Certain Events.

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          (a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in shares of any class to the holders of Common Stock or to make any other distribution to the holders of Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Common Stock rights or warrants to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section ll(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section ll hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and, in accordance with Section 22 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (I) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Common Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock, whichever shall be the earlier.

          (b) If any event set forth in Section ll(a)(ii) hereof shall occur, then, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 22 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section ll(a)(ii) hereof, and (ii) all references in the preceding paragraph to Common Stock shall, to the extent appropriate, also be deemed thereafter to refer to other securities.

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     Section 22. Notices.

     Notices or demands authorized by this Plan to be given or made to or on the Company shall be sufficiently given or made if sent by first class mail, postage prepaid, addressed (until another address is sent as provided below to the holders of the Rights) as follows:

     EMS Technologies, Inc.

     660 Engineering Drive

     Technology Park/Atlanta

     Norcross, Georgia 30092

     Attention: Chairman of the Board of Directors

     Notices or demands authorized by this Plan to be given or made to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

     Section 23. Supplements and Amendment; Substituted Plan.

     Prior to the Distribution Date, the Company may supplement or amend any provision of this Plan, terminate this Plan or adopt a new rights plan in substitution for this Plan and all Rights outstanding hereunder (in which case this Plan and all such Rights shall thereafter become null and void), without the approval of any holders of shares of Common Stock. From and after the Distribution Date, the Disinterested Directors may supplement or amend this Plan, or adopt a new rights plan in substitution for this Plan and all Rights outstanding hereunder (in which case this Plan and all such Rights shall thereafter become null and void), without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, (iv) to effect compliance with, or take advantage of, any changes in law affecting the legality or enforceability of plans or arrangements such as this Plan, or (v) to change or supplement the provisions hereunder in any other manner which the Disinterested Directors may deem necessary or desirable, including without limitation the addition of other events requiring adjustment to the Rights under Section ll(a)(ii) or 13 or procedures relating to the redemption of the Rights, which supplement or amendment shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Plan may not be so supplemented or amended, and a new rights plan may not be so adopted in substitution for this Plan, to lengthen, pursuant to clause (iii)

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of this sentence, any time period (other than the period to the Final Expiration Date) unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Notwithstanding anything contained in this Plan to the contrary, no supplement or amendment or substituted plan shall be made or adopted which changes the Redemption Price, changes the Final Expiration Date to an earlier date, reduces the Purchase Price, or reduces the number of shares of Common Stock for which a Right is exercisable, except that any such amendment may substitute preferred stock for the Common Stock issuable upon exercise of the Right if the value of the preferred stock so substituted with respect to each Right shall equal, in the sole discretion of a majority of the Disinterested Directors, the then Current Market Value of the Common Stock then issuable upon exercise of each Right, and any such amendment or substituted plan effecting such substitution may amend any such provision of this Plan, including without limitation the adjustment provisions of Section 11, to reflect appropriately such substitution, or to restate this Plan in its entirety to reflect appropriately such substitution. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock.

     Section 24. Successors.

     All the covenants and provisions of this Plan by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.

     Section 25. Determinations and Actions by the Board of Directors, etc.

     For all purposes of this Plan, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(I) of the General Rules and Regulations under the Exchange Act, subject in all events to the provisions of Section l(e) hereof including specifically, the last proviso thereof. The Board (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Plan and to exercise all rights and powers specifically granted to the Board (or, as set forth herein, certain specified members thereof) or to the Company, or as may be necessary or advisable in the administration of this Plan, including, without limitation,- the right and power to (i) interpret the provisions of this Plan, and (ii) make all determinations deemed necessary or advisable for the administration of this Plan (including but not limited to a

37

determination to redeem or not redeem the Rights, to consent to a transaction in which a Person becomes an Acquiring Person, to amend the Plan or to remit the Substitute Consideration or Spread payable). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as set forth herein, certain specified members thereof) in good faith, shall (x) be final, conclusive and binding on the Company, the holders of the Rights and all other parties, and (y) not subject the Board (or, as set forth herein, certain specified members thereof) to any liability to the holders of the Rights.

     Section 26. Establishment of Fund for Disinterested Directors.

     The Board may, at any time it deems appropriate, establish or set aside one or more funds, whether in trust, escrow or otherwise (and regardless of whether such fund is combined with any other fund established or set aside by the Company), for the purpose of assuring that adequate resources are available to any Disinterested Director in order to enable such Disinterested Director to carry out his or her prescribed functions under this Plan and to fulfill his or her fiduciary obligations to stockholders of the Company.

     Section 27. Benefits of this Plan.

     Nothing in this Plan shall be construed to give to any Person other than the Company and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Plan; but this Plan shall be for the sole and exclusive benefit of the Company and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

     Section 28. Severability.

     If any term, provision, covenant or restriction of this Plan is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable (including without limitation the last proviso to Section l(e)), the remainder of the terms, provisions, covenants and restrictions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that in the event of such a holding by such court or authority, this Plan may be amended to take into account such holding including by way of illustration but not limitation, an amendment raising the percentage of beneficial ownership specified in Section l(a) or Section ll(a)(ii). Without limiting the foregoing provisions of

38

this Section 27, if any provisions of this Plan requiring that a determination be made by less than the entire Board (or at a time or with the concurrence of a group of directors constituting less than the entire Board) is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall no longer be subject to determination by such directors constituting less than the entire Board, but shall instead be made in the best interests of the holders of the Rights and with a view to effecting the purposes and intent of this Plan by a court of competent jurisdiction, or, if such court determines it is impermissible or inappropriate to discharge such function, then such determination shall be made by the entire Board in good faith, in accordance with applicable law and the Company’s articles of incorporation and bylaws, in the best interests of the holders of the Rights, and with a view to effecting the purposes and intent of this Plan.

     Section 29. Governing Law.

     This Plan, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Georgia and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

     Section 30. Descriptive Headings.

     Descriptive headings of the several Sections of this Plan are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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EXHIBIT A

[Form of Face Side of Rights Certificate]

Certificate No. R- Rights     

NOT EXERCISABLE AFTER AUGUST 6, 2009, OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE STOCKHOLDER RIGHTS PLAN. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS PLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE STOCKHOLDER RIGHTS PLAN). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH PLAN.]*

Rights Certificate

EMS TECHNOLOGIES, INC.

          This certifies that                     , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Stockholder Rights Plan, dated as of April 6, 1999 (the “Rights Plan”), of EMS Technologies, Inc., a Georgia corporation (the “Company”), to purchase from the Company at any time prior to 5:00 P.M. Eastern time on August 6, 2009, at the principal executive office of the Company or the offices of the Rights Agent, if any, designated for such purpose, one fully paid and nonassessable share of common stock, par value $.10 per share (the “Common Stock”), of the Company, at a purchase price of $45.00 per Right (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with a Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the amount of securities constituting a Right which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the amount of securities constituting a Right and Purchase Price as of April 6, 1999, based on the Common Stock an constituted as of such date.

* The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.

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          In the circumstances and subject to the conditions specified in the Rights Plan, the Company may (i) at the sole discretion of the Disinterested Directors (as defined in the Rights Plan), permit or require the Rights to be exercised for 50% of the shares otherwise purchasable but without payment of the Purchase Price (except to the extent of any requirements as to payment of par value), and (ii) at the sole discretion of the Board of Directors, exchange each Right (other than those that have become void as specified below), for one share of Common Stock without payment except to the extent of any requirements as to payment of par value.

          Upon the occurrence of a Section ll(a)(ii) Event (as defined in the Rights Plan), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate thereof (as such terms are defined in the Rights Plan), (ii) a transferee of any such Acquiring Person (or Associate or Affiliate thereof) who becomes a transferee after such Acquiring Person becomes such, or (iii) under certain circumstances specified in the Rights Plan, a transferee of any such Acquiring Person (or Associate or Affiliate thereof), who becomes a transferee prior to or concurrently with such Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section ll(a)(ii) Event.

          As provided in the Rights Plan, the Purchase Price and the number and kind of shares of Common Stock, securities or other property, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as defined in the Rights Plan).

          This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, if any, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Plan. Copies of the Rights Plan are on file at the principal executive office of the Company and are also available upon written request to the Company.

          This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company or the stockholder services office or offices of any Rights Agent designated for such purpose, as the case may be,

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may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Plan, the Rights evidenced by this Certificate may be redeemed at any time prior to the Final Expiration Date by the Company at its option at a redemption price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by a majority of the Disinterested Directors of the Company).

          The Company is not required to issue fractional shares of Common Stock upon the exercise of any Right or Rights evidenced thereby, but in lieu thereof a cash payment will be made, as provided in the Rights Plan.

          No holder of this Rights Certificate shall be entitled to vote or receive dividends on or be deemed for any purpose the holder of shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Plan), or to receive dividends or subscription rights until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Plan.

          This Rights Certificate shall not be valid or effective for any purpose until it shall have been executed by the Company.

          WITNESS the facsimile signature of the proper officers of the company and its corporate seal.

Dated as of                          ,

ATTEST:	EMS TECHNOLOGIES, INC.
Title	By:
		Title

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[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED
hereby sells, assigns and transfers unto

(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.

Dated:                     ,

Signature

Signature Guaranteed:

Certificate

          The undersigned hereby certifies by checking the appropriate boxes that:

          (1) this Rights Certificate [  ] is [  ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement);

          (2) after due inquiry and to the best knowledge of the undersigned, it [  ] did [  ] did not acquire the Rights evidenced by this Rights Certificate from any person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person.

Dated:                     ,

Signature

NOTICE

          The signatures to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights represented by the Rights Certificate.)

To: EMS TECHNOLOGIES, INC.

          The undersigned hereby irrevocably elects to exercise                 Rights represented by this Rights Certificate to purchase the number of shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that the Uncertificated Share Balances be registered in the name of, or certificates for shares of Common Stock (or such other securities) constituting such Rights be issued in the name of and delivered to:

Please insert social security or other identifying number:

(Please print name and address)

          If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security or other identifying number:

(Please print name and address)

Dated:                          ,

Signature

Signature Guaranteed:

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Certificate

          The undersigned hereby certifies by checking the appropriate boxes that:

          (1) the Rights evidenced by this Rights Certificate [  ] are [  ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Plan);

          (2) after due inquiry and to the best knowledge of the undersigned, it [  ] did [  ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person.

          Dated:                   ,

Signature

Signature Guaranteed:

NOTICE

          The signatures to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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EXHIBIT B

EMS TECHNOLOGIES, INC.

SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK

          On March 15, 1999, the Board of Directors (the “Board”) of EMS Technologies, Inc.(the “Company”) declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on April 16, 1999. The description and terms of the Rights are set forth in a Stockholder Rights Plan (the “Plan”) adopted by the Board of Directors. Subject to becoming exercisable as described below, each Right entitles its registered holder to purchase from the Company one share of Common Stock at a Purchase Price of $45.00, subject to adjustment.

          Initially, the Rights will be attached to all Common Stock certificates or, in the case of uncertificated shares, the associated balance in the book-entry system of the transfer agent for the Common Stock, representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock on the “Distribution Date” (as defined in the next paragraph), and separate Rights Certificates will be distributed as soon as practicable thereafter to record holders of the Common Stock at the close of business on the Distribution Date. As of and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board, all shares of Common Stock issued prior to the Distribution Date will be issued with Rights.

          The Distribution Date will occur on the earliest of (i) 10 days following the date (the “Stock Acquisition Date”) of a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, without the consent of a majority of Disinterested Directors (as defined below), beneficial ownership of 20% or more of the outstanding shares of Common Stock, except in certain inadvertent acquisitions not involving any intention of exercising control,(ii) 10 days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock, (iii) with respect to any Acquiring Person whose acquisition of 20% or more of the outstanding shares of Common Stock of the Company was consented to by a majority of the Disinterested Directors, 10 days following the date that such person, without the consent of a majority of the Disinterested Directors, thereafter acquires an additional 2% of the outstanding shares of Common Stock of the Company or engages in certain self-dealing transactions with the Company, or (iv) 10 days following the date that an offer, made,

46

encouraged or supported by such Acquiring Person, to acquire the Company in a merger or other business combination transaction in which the Company is not the surviving corporation or to sell or transfer 50% or more of the Company’s assets or earning power is first announced, published, sent or given.

          Until the Distribution Date, (i) the Rights will be evidenced by the shares of Common Stock and will be transferred with and only with such shares, (ii) any new Common Stock certificates issued after April 16, 1999, will contain a legend incorporating the Plan by reference, and (iii) the surrender for transfer of any shares of Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

          The Rights are not exercisable until the Distribution Date and will expire at the close of business on April 6, 2009, unless earlier redeemed by the Company as described below.

          If at any time after the Rights dividend is declared,

          (1) a Person becomes the beneficial owner of 20% or more of the then outstanding shares of Common Stock without the consent of a majority of the Disinterested Directors (except pursuant to an offer for all outstanding shares of Common Stock which a majority of the Disinterested Directors determine to be fair to and otherwise in the best interests of the Company and its stockholders, or in certain inadvertent acquisitions not involving any intent to exercise control), or

          (2) a Person who has become the beneficial owner of 20% or more of the then outstanding shares of Common Stock with the consent of a majority of the Disinterested Directors thereafter acquires an additional 2% or more of the outstanding shares of Common Stock of the Company without such consent or engages in certain self-dealing transactions with the Company without such consent,

then beginning ten days after such event (or such shorter or longer period as a majority of the Disinterested Directors shall from time to time determine), each holder of a Right will have the right to receive, upon exercise of the Right and payment of the Purchase Price, Common Stock (or, in certain circumstances and subject to certain limitations, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right, but in no case exceeding one share for each $.10 of Purchase Price paid by the holder. Alternatively, in such event and with the approval of a majority of the Disinterested Directors, each holder of a Right will have the right, or may be permitted only, to receive shares of Common Stock having a value equal to the Purchase Price upon surrender of the Right to the Company and without payment of the Purchase

47

Price, subject to any requirements as to the payment of par value. Notwithstanding any of the foregoing, upon the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Plan) were, beneficially owned by any Acquiring Person or its associates or affiliates will be null and void.

          For example, at a Purchase Price of $45.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $90.00 worth of Common Stock (or other consideration, as noted above) for $45.00. Assuming that the Common Stock had a per share value of $15.00 at such time, the holder of each valid Right would be entitled to purchase six shares of Common Stock for $45.00.

          If at any time following or simultaneously with the Distribution Date, without the consent of a majority of Disinterested Directors, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation (other than a merger which follows a fair offer for all outstanding shares, as described in the second preceding paragraph), or (ii) 50% or more of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights which have become void as set forth above) will have the right upon exercise of the Right to receive common stock (or other securities or property, as the case may be) of the acquiring company having a value equal to two times the Purchase Price of the Right.

          The Purchase Price payable and the number of shares of Common Stock (or the number and kind of other securities or property, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a share dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. The Company is not required to issue fractional shares of Common Stock and in lieu thereof an adjustment in cash may be made based on the market price of the Common Stock on the last trading date prior to the date of exercise.

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          At any time prior to the Expiration Date, the Disinterested Directors, by majority vote, may redeem the outstanding Rights at a redemption price of $0.01 per Right (the “Redemption Price”) (payable in cash, Common Stock or other consideration deemed appropriate by a majority of the Disinterested Directors). Immediately upon the action of the Disinterested Directors electing to redeem the outstanding Rights, the right to exercise the outstanding Rights will terminate and the holders of outstanding Rights will only have the right to receive the Redemption Price. Also, the Board may, at any time after the Distribution Date, elect to exchange all or a portion of outstanding Rights (other than Rights that have become void as set forth above) for Common Stock at a ratio of one share of Common Stock for each Right (subject to any requirements as to payment of par value), whereupon the right to exercise the affected Rights will terminate and their holders will only have the right to receive the exchange shares. The Company shall promptly give notice of redemption or exchange to all Rights holders by first-class mail.

          A “Disinterested Director” is any member of the Board who is not, does not control, is not controlled by, is not affiliated with, has not been nominated by or is not in any other manner representative of, and does not have a substantial interest in (whether by beneficial ownership of securities or otherwise), any Acquiring Person or associate or affiliate thereof.

          Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for securities of an acquiring company as set forth above.

          Prior to the Distribution Date, any of the provisions of the Plan may be amended by the Board, or the Board may adopt a new rights plan in substitution for the Plan and all Rights outstanding thereunder. After the Distribution Date, the provisions of the Plan may be amended, or a new rights plan may be adopted in substitution for the Plan and all rights outstanding thereunder, by a majority of the Disinterested Directors to cure any ambiguity, correct or supplement any provision of the Plan that may be defective or inconsistent with other provisions of the Plan, shorten or lengthen any time period under the Plan, effect compliance with, or take advantage of, changes in law affecting the legality or enforceability of the Plan, or change or supplement the provisions of the Plan in any manner that the majority of the Disinterested Directors may deem desirable (including, without limitation, the addition of other events requiring adjustment to the Rights), which change,

49

supplement or substitution does not adversely affect the interests of holders of Rights (other than those of an Acquiring Person or an affiliate or associate of an Acquiring Person). However, no amendment or substituted plan may change the Redemption Price, change the expiration date of the Plan to an earlier date, or reduce the Purchase Price or the number of shares for which a Right is exercisable.

          The Board may establish one or more funds, in trust or otherwise, for use by the Disinterested Directors in carrying out their responsibilities under the Plan.

          Copies of the Plan will be filed with the Securities and Exchange Commission as an Exhibit to an interim report to be filed by the Company on Form 8-K dated April 6, 1999. Copies of the Plan are available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Plan, which is incorporated herein by reference.

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EX-4.22

Exhibit 4.22

FOURTH AMENDMENT

          THIS FOURTH AMENDMENT dated as of November 7, 2007 (this “Amendment”), by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the “Borrower”), the Lenders listed on the signature page hereof and SUNTRUST BANK, in its capacity as the Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H:

          WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain U.S. Revolving Credit Agreement dated as of December 10, 2004, as amended by that certain First Amendment to U.S. Revolving Credit Agreement dated as of February 11, 2005, as further amended by that certain Second Amendment, Limited Waiver and Consent dated as of August 10, 2005 and as further amended by that certain Third Amendment and Consent dated as of November 30, 2006 (as so amended, the “Credit Agreement”);

          WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement in certain respects on the terms and conditions contained herein; and

          WHEREAS, the Lenders and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions herein.

          NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Lenders, the Administrative Agent and the Borrower hereby agree as follows:

1.   Defined Terms.  Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings ascribed to them as in the Credit Agreement.

2.   Amendment.  The Credit Agreement is hereby amended by deleting the date “December 9, 2007” contained in the defined term “Commitment Termination Date” in Section 1.1 of the Credit Agreement and substituting in lieu thereof the date “March 7, 2008”.

3.   Effectiveness of Amendment.  The effectiveness of this Amendment is subject to the truth and accuracy of the representations set forth in Sections 4 and 5 below and satisfaction of each of the following conditions:

(a)	Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Subsidiary Loan Parties, the Administrative Agent and the Lenders constituting the Required Lenders;
(b)	A certified copy of resolutions of the board of directors of the Borrower authorizing the transactions contemplated by this Amendment (including the extension of the Commitment Termination Date);
(c)	A duly executed amendment to the Canadian Revolving Credit Agreement providing

for, among other things, an extension of the Commitment Termination Date (as defined in the Canadian Revolving Credit Agreement) to March 7, 2008;

(d)	Payment of all fees, costs and expenses of the Administrative Agent and Lenders, including the fees of Administrative Agent’s counsel incurred through the date of this Amendment; and
(e)	Such other documents, agreements, instruments, certificates or other confirmations as the Administrative Agent may reasonably request.

4.   Representations of the Borrower.  The Borrower represents and warrants to the Administrative Agent and the Lenders that:

     (a)   Corporate Power and Authority.  The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the corporate authority of the Borrower, (ii) have been duly authorized by all necessary corporate proceedings, if any, (iii) do not and will not violate any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower and (iv) does not violate or breach any provision of the organizational documents of, or any agreement or other instrument binding upon, the Borrower or its Subsidiaries. The Borrower has duly executed and delivered the Amendment, and, both the Amendment and the Credit Agreement as amended by the Amendment, constitute the Borrower’s legal, valid and binding obligation enforceable in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     (b)   Governmental Approvals.  No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of the effectiveness of this Amendment and which remain in full force and effect on such date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of the Amendment by the Borrower or (ii) the legality, validity, binding effect or enforceability of any such Amendment against the Borrower.

     (c)   No Default.  No Default or Event of Default will exist immediately after giving effect to this Amendment.

5.   Reaffirmation of Representations.  Without limiting Section 4 hereof, the Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full (except to the extent that such representations and warranties relate expressly to an earlier date, in which they shall be true and correct as of such earlier date).

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6.   Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA.

7.   No Further Amendments; Ratification of Liability.  Except as expressly amended hereby, the Credit Agreement and each of the other Loan Documents shall remain in full force and effect in accordance with their respective terms. The Borrower hereby ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the Credit Agreement and the other Loan Documents to the extent the Borrower is a party thereto, all as amended by this Amendment, and the liens and security interests granted, created and perfected thereby.

8.   No Waiver; References to the Credit Agreement.  Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents, or constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Each reference to the Credit Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.

9.   No Novation.  Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any Collateral for the Obligations.

10.   Benefits.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Amendment is solely for the benefit of the Borrower, the Lenders and the Administrative Agent, and no term or provision hereof shall be deemed to confer and benefit or rights on any other Person.

11.   Expenses.  The Borrower agrees to reimburse the Lenders and the Administrative Agent on demand for all reasonable costs and expenses (including, without limitation, attorneys’ fees) incurred by such parties in negotiating, documenting and consummating this Amendment, the other documents referred to herein, and the transactions contemplated hereby and thereby.

12.   Severability.  In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

13.   Headings.  Headings and captions used in this Amendment are included for convenience of reference only and shall not be given any substantive effect.

14.   Counterparts; Integration.  This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding

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among the parties hereto with respect to the subject matter hereof and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

[SIGNATURES ON FOLLOWING PAGES]

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          IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have caused this Fourth Amendment to be duly executed by their respective duly authorized officers as of the day and year first above written.

EMS TECHNOLOGIES, INC.
By:
	Name:
	Title:
SUNTRUST BANK, in its capacities as a Lender, Swingline Lender and as Administrative Agent
By:
	Name:
	Title:
BANK OF AMERICA, NATIONAL ASSOCIATION, in its capacity as a Lender
By:
	Name:
	Title:
GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as a Lender
By:
	Name:
	Title:

REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS

     Each of the undersigned Subsidiary Loan Parties hereby reaffirms its continuing obligations owing to the Administrative Agent and each Lender under the Loan Documents to which such Person is a party and agrees that the foregoing Fourth Amendment shall not in any way affect the validity and enforceability of any such Loan Document, or reduce, impair or discharge the obligations of such Person thereunder.

     This reaffirmation shall be construed in accordance with and be governed by the laws (without giving effect to the conflict of law principles thereof) of the State of Georgia.

     IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation of Obligations under Loan Documents as of November ___, 2007.

EMS INVESTMENT HOLDINGS, INC.
By:
	Name:
	Title:
LXE INC.
By:
	Name:
	Title:

EX-4.23

Exhibit 4.23

Execution Copy

FOURTH AMENDMENT

     THIS FOURTH AMENDMENT is dated as of December 7 , 2007 (this “Amendment”) by and among EMS TECHNOLOGIES CANADA, LTD., a corporation incorporated under the laws of Canada (the “Borrower”), EMS TECHNOLOGIES, INC., a Georgia corporation (the “Parent”), the Lenders listed on the signature pages hereof and BANK OF AMERICA, NATIONAL ASSOCIATION (CANADA BRANCH), as Canadian Administrative Agent (the “Agent”).

     WHEREAS, the Borrower, the Parent, the Lenders and the Agent are parties to that certain Canadian Revolving Credit Agreement dated as of December 10, 2004, as amended by a first amending agreement dated as of February 11, 2005, a second amending agreement dated as of June 24, 2005 and a third amending agreement dated as of August 10, 2005 (the “Credit Agreement”);

     AND WHEREAS, the Borrower, the Parent, the Lenders and the Agent desire to amend the Credit Agreement in certain respects on the terms and conditions contained herein;

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

     Section 1. Defined Terms. Capitalized terms which are used and not defined herein shall have the meanings ascribed to them in the Credit Agreement.

     Section 2. Amendment. The Credit Agreement is hereby amended by deleting the date “December 9, 2007” contained in the defined term “Commitment Termination Date” in Section 1.1 of the Credit Agreement and substituting in lieu thereof the date “March 7, 2008”.

     Section 3. Effectiveness of Amendment. The effectiveness of this Amendment is subject to the truth and accuracy of the representations set forth in Section 4 and Section 5 below and receipt by the Agent of each of the following, each of which shall be in form and substance satisfactory to the Agent:

     (a) Counterparts of this Amendment duly executed by the Borrower, each Guarantor, the Agent and all of the Lenders;

     (b) A certified copy of resolutions of the board of directors of the Borrower authorizing the transactions contemplated by this Amendment (including the extension of the Commitment Termination Date);

     (c) A duly executed amendment to the U.S. Revolving Credit Agreement providing for, among other things, an extension of the Commitment Termination Date (as defined in the U.S. Revolving Credit Agreement) to March 7, 2008;

     (d) Payment of all fees, costs and expenses of the Agent and Lenders, including the fees of Agent’s counsel incurred through the date of this Amendment; and

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     (e) Such other documents, agreements, instruments, certificates or other confirmations as the Agent may reasonably request.

     Section 4. Representations of the Borrower. The Borrower represents and warrants to the Agent and the Lenders that:

     (a) Corporate Power and Authority. The Borrower has the corporate power and authority to execute, deliver and perform the terms and provisions of the Credit Agreement, as amended by this Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment. The Borrower has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     (b) No Violation. The execution, delivery or performance by the Borrower, and compliance by the Borrower with the terms and provisions of this Amendment (i) will not contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority, (ii) will not conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other agreement, contract or instrument, to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will not violate any provision of the certificate or articles of incorporation or by-laws (or equivalent organizational documents) of the Borrower or any of its Subsidiaries.

     (c) Governmental Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of the effectiveness of this Amendment and which remain in full force and effect on such date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Amendment by the Borrower or any Guarantor or (ii) the legality, validity, binding effect or enforceability of this Amendment against the Borrower or any Guarantor.

     (d) No Default. No Default or Event of Default now exists or will exist immediately after giving effect to this Amendment.

     Section 5. Reaffirmation of Representations. The Borrower hereby repeats and reaffirms all representations and warranties made by it to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof (and after giving effect to this Amendment) with the same force and effect as if such representations and warranties were set forth in this Amendment in full (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and to the extent that such representations and warranties relate expressly to an earlier date).

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     Section 6. References to the Credit Agreement. Each reference to the Credit Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.

     Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

     Section 8. Expenses. The Borrower agrees to reimburse the Lenders and the Agent on demand for all reasonable costs and expenses (including, without limitation, attorneys’ fees) incurred by such parties in negotiating, documenting and consummating this Amendment, the other documents referred to herein, and the transactions contemplated hereby and thereby.

     Section 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

     Section 10. Effect/Loan Document. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Amendment shall be deemed to be a “Loan Document” for all purposes under the Credit Agreement. The amendments herein will apply to all currently issued and outstanding Letters of Credit, including any renewals or extensions thereof.

     Section 11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Signatures on Following Pages]

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of the date first above written.

EMS TECHNOLOGIES CANADA, LTD.
By:
	Name:
	Title:

EMS TECHNOLOGIES, INC.
By:
	Name:
	Title:

BANK OF AMERICA, NATIONAL ASSOCIATION, CANADA BRANCH, as Canadian Administrative Agent, as Issuing Bank, as Swingline Lender as a Lender
By:
	Name:
	Title:

GE CANADA FINANCE HOLDING COMPANY, in its capacity as a Lender
By:
	Name:
	Title:

The following entities hereby execute this Fourth Amendment to indicate their consent thereto and to acknowledge that the making and entering into of this Fourth Amendment shall not terminate, limit or otherwise impair or affect any of their respective obligations to the Agent, the Issuing Bank and/or the Lenders under the Loan Documents.

EMS INVESTMENT HOLDINGS, INC.
By:
	Name:
	Title:

LXE INC.
By:
	Name:
	Title:

990834 ONTARIO INC.
By:
	Name:
	Title:

EX-10.9

Exhibit 10.9a

CONFIDENTIAL MEMORANDUM
and
1997 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT

TO:
FROM:	Alfred G. Hansen, CEO
SUBJECT:	Stock Option Award	DATE:

I am pleased that you have been selected by the Compensation Committee of the Board of Directors to receive an option for shares of the common stock of EMS Technologies, Inc. When signed by you and validated by the initials of the Company’s Secretary, this Memorandum will be the Agreement evidencing your option.

As was true in 2005, the options have a six-year expiration date, and vest at a rate of 25% per year over a four-year period. This year, for the first time, vesting at each of the four vesting dates is also subject to the performance condition that your division (or the company as a whole in the case of corporate personnel) achieves at least 80% of its target earnings for the calendar year preceding each vesting date. The target earnings will be determined at the beginning of each year as part of the annual plan as approved and recorded for compensation purposes by the Compensation Committee of the Board of Directors. In the event you change divisions during any year, the performance condition will be based on the division with which you are employed for the greatest amount of time during the year.

The new performance condition reflects an important trend in compensation philosophy, and growing investor insistence that management rewards be based on the delivery of performance that enhances shareholder value.

Your Option has the following terms:
Grant Date:		Total Shares:
Expiration Date:	«Expiration_Date»	Exercise Price:
1st Date for Exercise:		Number of shares:	*
2nd Date for Exercise:		Number of shares:	*
3rd Date for Exercise:		Number of shares:	*
4th Date for Exercise:		Number of shares:	*

* Subject to achievement of performance conditions

Your option is also subject to the other terms specified in the Terms of Officer Stock Option, Form 1/25/01. This document is being or has been provided to you by e-mail. The Plan and the Prospectus for the 1997 plan that describes our options and outlines information, such as tax consequences, related to exercising your option, are each available by going to our intranet, EMSTonline. Select the Document Library tab, then select the folder named Documents. Click on Human Resources and then on Stock Plans.

This option grant was recommended by the CEO based on your current and potential contributions to our Company’s overall success. It is a long-term incentive, and for this reason requires continued employment to become exercisable, and to remain exercisable for its full six year life. It is our hope and goal that, as a result of our combined efforts over these six years, and the achievement of our performance objectives, EMS stock will become worth substantially more than the exercise price. In this way, the option program allows top performers to share in the Company’s long-term growth and success.

                    , thank you for your contributions to EMS Technologies. Your valued contributions will ensure the continuous progress of EMS, and these stock options allow you to share in the Company’s success. I look forward to continuing our work together to achieve our mutual success.

***********************************************

I acknowledge and accept this Stock Option Agreement including the terms and conditions set forth in Terms of Officer Stock Option, Form 1/25/01.		Validated
	, 2006	Secretary
Signature

Exhibit 10.9b

EMS TECHNOLOGIES, INC.

1997 STOCK INCENTIVE PLAN
TERMS OF OFFICER STOCK OPTION
FORM 1/25/01

     THIS TERMS OF OFFICER STOCK OPTION sets forth certain terms of, and is included as part of, each Stock Option Agreement (the “Agreement”) that specifically refers to this Form and that has been issued from time to time by EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred to as the “Corporation”) to certain of its employees (herein, “Employee”) who are also officers of the Corporation.

WITNESSETH

     WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive plan for the Corporation’s and its subsidiary corporations’ officers and employees, known as the “EMS Technologies, Inc. 1997 Stock Incentive Plan” (hereinafter referred to as the “Plan”);

     WHEREAS, the Compensation Committee (the “Committee”) is authorized to grant to persons who are Officers (as defined in the Plan) options enabling them to purchase shares of the Corporation’s common stock as allocated by the Committee;

     WHEREAS, the Committee has determined that the Employee is eligible to participate in the Plan, and that it is in the best interests of the Corporation that the Employee, through such participation, be provided with additional incentive to achieve the Company’s objectives; and

     WHEREAS, as an employment incentive and to encourage stock ownership, the Committee has granted the Employee an option (the “Option”) to purchase the number of shares of the Corporation’s common stock set forth in the Agreement.

     NOW, THEREFORE, the following terms are included and incorporated in the Agreement:

     1. Incorporation of Plan. The Option has been granted pursuant to the provisions of the Plan, which has been provided or made available to the Employee, and the terms of and definitions set forth in the Plan are incorporated by reference into the Agreement and made a part thereof.

     2. Grant of Option. Subject to the terms and conditions stated herein, the Agreement, when signed by the Employee and validated by the Corporation’s Secretary, evidences the grant by the Corporation to the Employee, not in lieu of salary or other compensation, of the right and option, which is not an ISO, to purchase all or any part of an aggregate of the Number of Shares of the Corporation’s $.10 par value common stock (the “Common Stock”), specified in the Agreement, beginning on the First Date for Exercise specified in the Agreement.

     The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on the Expiration Date specified in the Agreement (the “Expiration Date”), or such other date as determined pursuant to Section 8, 9 or 10.

     Notwithstanding the beginning date or dates for exercise set forth in the second preceding paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of the Option, the Option may be exercised as to all or any portion of the full number of shares subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common Stock, other than one made by the Corporation, provided that the corporation, person or other entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding shares of Common Stock. If either of the events specified in this paragraph has occurred, the

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Option shall be fully exercisable: (x) in the event of (a) above, during the period commencing on the date the tender offer or exchange offer is commenced and ending on the date such offer expires and is not extended; or (y) in the event of (b) above, during the 30-day period commencing on the date upon which the Corporation is provided a copy of a Schedule 13D or amendment thereto, filed pursuant to Section 13(d) of the Act and the rules and regulations promulgated thereunder, indicating that any person or group has become the holder of 50% or more of the outstanding shares of Common Stock. In the case of (a) above, if the corporation, person or other entity making the offer does not purchase or otherwise acquire shares of Common Stock pursuant to such offer, then the Employee’s right under this paragraph to exercise the Option shall terminate, the Employee and the Corporation shall rescind any exercise of the Option pursuant to this paragraph, and the Option shall be reinstated as if such exercise had not occurred.

     3. Purchase Price. The price per share to be paid by the Employee for the shares subject to the Option shall be the Exercise Price specified in the Agreement.

     4. Exercise Terms. Beginning on the date or dates specified in, and prior to the expiration of the Option as provided in, Section 2, the Employee may exercise the Option as to all such number of shares, or as to any part thereof, at any time and from time to time during the remaining term of the Option; provided that the Employee must exercise the Option for at least the lesser of 100 shares or the unexercised portion of the Option. In the event the Option is not exercised with respect to all or any part of the shares subject to the Option prior to its expiration, the shares with respect to which the Option was not exercised shall no longer be subject to this Option.

     5. Option Non-Transferable. The Option and all rights thereunder are neither assignable nor transferable by the Employee otherwise than by will or under the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order, and during the Employee’s lifetime the Option is exercisable only by him or her (or by his or her guardian or legal representative, should one be appointed, or qualified transferee). More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof shall be null and void and without legal effect.

     6. Notice of Exercise of Option. The Option may be exercised by the Employee, or by his or her administrator, executor, personal representative or qualified transferee, by a written notice (in substantially the form of the “Notice of Exercise” attached hereto as Annex A) signed by the Employee, or by such administrator, executor, personal representative or qualified transferee, and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the attention of the President, Treasurer or such other officer as the Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Employee or such administrator, executor, personal representative or qualified transferee, as the case may be, then elects to purchase hereunder, and (b) be accompanied by (i) a certified or cashier’s check payable to the Corporation, or personal check acceptable to the Corporation, in payment of the total price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Common Stock, owned by him or her and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to the number of such shares, having a Fair Market Value equal to the total purchase price applicable to the shares purchased hereunder, or (iii) such a check, and the number of such shares (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total purchase price applicable to such shares purchased under the Option. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Corporation agrees to cause to be issued to the Employee or to such administrator, executor, personal representative or qualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising the Option.

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     7. Adjustment in Option. If, between the Date of Grant specified in the Agreement and prior to the complete exercise of the Option, there shall be a change in the outstanding Common Stock by reason of one or more stock splits, stock dividends, combinations or exchanges of shares, recapitalizations or similar capital adjustments, then the number, kind and purchase price of the shares remaining subject to the Option shall be equitably adjusted in accordance with the terms of the Plan, so that the proportionate interest in the Corporation represented by the shares then subject to the Option shall be the same as before the occurrence of such event.

     8. Termination of Employment. Except as set forth in Section 10, if the Employee ceases to be employed as an employee of the Corporation or any of its Subsidiaries (such event being hereinafter referred to as a “Termination” and such corporation that employs the Employee from time to time as the “Employer”), before the First Date for Exercise set forth in the Agreement, then the Option shall forthwith terminate on the date of Termination and shall not thereafter be or become exercisable.

     In the event of a Termination after the First Date for Exercise set forth in the Agreement, which Termination is (i) voluntary on the part of the Employee and with the written consent of the Employer, (ii) involuntary and without cause, or (iii) the result of retirement at the normal retirement date, as prescribed from time to time by the Employer, or at an earlier date expressly approved by the Employer as an early retirement date for the Employee, the Employee may exercise the Option at any time within a period ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on the third anniversary of such Termination, to the extent of the number of shares that were purchasable thereunder at the date of Termination.

     In the event of a Termination that is either (i) for cause or (ii) voluntary on the part of the Employee and not described in the preceding paragraph, the Option, to the extent not theretofore exercised, shall forthwith terminate and shall not thereafter be or become exercisable.

     The Option does not confer upon the Employee any right with respect to continuance of employment by the Corporation or any of its Subsidiaries. The Option shall not be affected by any change of employment, so long as the Employee continues to be an employee of the Corporation or any such Subsidiary. In the event the Employer is not the Corporation, and such Employer ceases to be the Corporation’s Subsidiary, as a result of a sale of stock or assets or other change of corporate status, then in the discretion of the Committee (but subject to Section 5.2 of the Plan regarding certain transactions affecting the Corporation) either: (i) the Option shall remain in effect as if such sale or other change of status had not occurred, for so long as Employee shall remain an employee of the corporation that previously was such Subsidiary, or of any successor or subsequent Parent of such corporation, or of any Subsidiary of either such corporation or any such Parent or successor; or (ii) concurrent with such sale or change of status, the Corporation shall redeem the Option at a price equal to the number of shares then subject thereto (whether or not then purchasable) multiplied by the excess (if any) of the then Fair Market Value of each such share over the purchase price per share specified in Section 3 (as adjusted pursuant to Section 7).

     9. Disabled Employee. In the event of a Termination because the Employee becomes disabled, the Employee (or his or her personal representative) may exercise the Option at any time within a period ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on the first anniversary of such Termination, to the extent of the number of shares that were purchasable thereunder at the date of Termination.

     For the purposes of the foregoing paragraph the Employee shall be considered “disabled” if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months.

     10. Death of Employee. In the event of the Employee’s death while employed by the Corporation or any of its Subsidiaries, or during a period in which the Employee may exercise the Option notwithstanding an earlier Termination, the persons described in Section 6 may exercise the Option at any time within a period ending at the earlier of (i) 5:00 p.m., Atlanta time, on the third anniversary of the Employee’s death, or (ii) the Expiration Date, but in any event ending not earlier than 5:00 p.m., Atlanta time, on the first anniversary of the Employee’s death. If the Employee was an employee of the Corporation or one of its Subsidiaries at the time of

3

the Employee’s death, the Option may be so exercised to the extent of the full number of shares subject thereto. If a Termination occurred prior to Employee’s death, the Option may be so exercised only to the extent of the number of shares that were purchasable hereunder at the date of Termination.

     11. Competitive Activities. The Option is subject to Section 9.2 of the Plan, which provides that if the Employee provides services to a competitor of the Corporation or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Employee while an employee of the Corporation or any such Subsidiary, then the Employee’s rights under the Option shall thereupon be forfeited and terminated, subject to a determination to the contrary by the Committee.

     12. Binding Agreement. The Agreement, including the terms and condition set forth in this Terms of Stock Option, shall be binding upon the Employee and the Corporation, and their representatives, successors and assigns.

4

ANNEX A

EMS TECHNOLOGIES, INC.
1997 STOCK INCENTIVE PLAN

Notice of Exercise
of Stock Option

     The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her election to exercise an option to purchase                      shares of the Corporation’s common stock, $.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”) between                                          (the “Employee”) and the Corporation dated                                          , 200     . Accompanying this Notice is (1) a certified or a cashier’s check (or other check acceptable to the Corporation) in the amount of $                                         payable to the Corporation and/or (2) (subject to such restrictions as may be determined to be necessary or appropriate to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations)                                          shares of the Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B to the Terms of Officer Stock Option referenced in the Agreement, executed with respect to the number of such shares having an aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 1997 Stock Incentive Plan (the “Plan”)) as of the date hereof of $                                         , such amounts being equal, in the aggregate, to the purchase price per share set forth in the Agreement multiplied by the number of shares being hereby purchased (in each instance subject to appropriate adjustment pursuant to Section 7 of such Terms of Officer Stock Option).

     Also accompanying this Notice is my check in the amount of $                                         , in payment of federal and state income withholding and employment taxes applicable to this exercise. The amount of such payment is based on advice received from appropriate officials of the Corporation responsible for the administration of its payroll and employment tax obligations. Alternatively, or in addition, and subject to such restrictions as may be determined in the discretion of the Corporation to be necessary or appropriate to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations, in full or partial payment of such taxes:

(1) I deliver herewith an additional                                          (shares of the Common Stock (or the form of Attestation of Share Ownership with respect thereto) presently owned by me, having an aggregate Fair Market Value as of the date hereof of $                                        ; and/or

(2) I hereby authorize the Corporation to withhold, from the shares of Common stock otherwise issuable to me pursuant to this exercise,                                         such shares having an aggregate Fair Market Value at the date hereof of $                                        .

The sum of (i) any such check plus (ii) the Fair Market Value at the date hereof of any shares of Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal and state withholding and employment taxes applicable to this exercise, and is not greater than the total of all federal and state income and employment taxes to be owed by me as a result of such exercise.

     IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this            day of                    , 20          .

EMPLOYEE OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE

5

ANNEX B

EMS TECHNOLOGIES, INC.

1997 Stock Incentive Plan
Attestation of Share Ownership

     Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase                      shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to the Stock Option Agreement dated                       (the “Option”), at an aggregate exercise price of $                      (the “Option Price”). I hereby attest to ownership of the shares specified below (the “Shares”) and hereby tender the Shares in payment of (i) $                     of the Option Price, and (ii) $                     of withholding and related taxes due upon exercise of the Option, in each case based on their Fair Market Value on the date hereof (as determined under the Plan) of $                     per share).

     I certify that I have held the Shares that I am tendering (i) for at least one year after acquiring such Shares through the exercise of an Incentive Stock Option, and (ii) for at least six months after acquiring such Shares in any other manner.

     Although the Company has not required me to make actual delivery of certificates evidencing the Shares, as a result of which I (and the co-owner, if any of the Shares) will retain ownership of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the Shares, have full power to deliver and convey such certificates to the Company, and therefore could have caused the Company to become sole owner of such Shares. The co-owner of the Shares, by signing this form, consents to these representations and the exercise of the Option by this notice.

Common Stock Certificate(s) No.	Number of	Number of Shares Subject
or Brokerage Account	Shares Represented	to this Attestation

You are hereby instructed to apply towards the Option Price: (check one)

o The maximum number of whole shares necessary to pay the Option Price and specified taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be paid by check accompanying the Notice of Exercise.

o                      of the listed Shares with the remaining amount to be paid by check accompanying the Notice of Exercise

In each case, the balance of the Shares for which the Option is being exercised will be issued as specified in the Notice of Exercise.

	Name
Date	Signature
	Co-Owner’s Name (if any)
Date	Co-Owner’s Signature

6

EX-10.17

Exhibit 10.17

Outside Directors
(New) 5/18/07

EMS TECHNOLOGIES, INC.

2007 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT, entered into as of the       day of                , 20      (the “Date of Grant”), by and between EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred to as the “Corporation”), and                                          (hereinafter referred to as the “Director”).

WITNESSETH

     WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive plan for the directors, officers and employees of the Corporation or its subsidiary corporations, which Plan is known as the “EMS Technologies, Inc. 2007 Stock Incentive Plan” (hereinafter referred to as the “Plan”);

     WHEREAS, on the Date of Grant the Director was elected to serve as a member of the Board for the forthcoming year; and

     WHEREAS, the Plan provides for the automatic grant to the Director, in the circumstances of such election, of a stock option to purchase shares of the Corporation’s common stock as hereinafter set forth, and the Corporation and the Director desire to enter into a written agreement with respect to such option in accordance with the Plan.

     NOW, THEREFORE, as an incentive and to encourage stock ownership, and in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Incorporation of Plan. This option is granted pursuant to the provisions of the Plan and the terms and definitions of the Plan, as it may be amended from time to time, are incorporated by reference into this Stock Option Agreement and made a part hereof. A copy of the Plan has been delivered to, and receipt is hereby acknowledged by, the Director.

     2. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, the Corporation hereby evidences its grant to the Director of the right and option (hereinafter referred to as the “Option”), which is not an ISO, to purchase all or any part of an aggregate of Fifteen Thousand (15,000) shares of the Corporation’s $.10 par value common stock (the “Common Stock”) beginning as follows:

First Date	Number of
Exercisable	Shares
		3,000
		3,000
		3,000
		3,000
		3,000

     This Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on                     , 20      (the “Expiration Date”).

     Notwithstanding the beginning date for exercise set forth in the second preceding paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of this Option, this Option may be exercised as to all or any portion of the full number of shares subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common Stock, other than one made by the Corporation, provided that the corporation, person or other entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding shares of Common Stock. If either of the events specified in this paragraph has occurred, the Option shall be fully exercisable: (x) in the event of (a) above, during the period commencing on the date the tender offer or exchange offer is commenced and ending on the date such offer expires and is not extended; or (y) in the event of (b) above, during the 30-day period commencing on the date upon which the Corporation is provided a copy of a Schedule 13D or amendment thereto, filed pursuant to Section 13(d) of the Act and the rules and regulations promulgated thereunder, indicating that any person or group has become the holder of 50% or more of the outstanding shares of Common Stock. In the case of (a) above, if the Corporation, person or other entity making the offer does not purchase or otherwise acquire shares of Common Stock pursuant to such offer, then the Director’s right under this paragraph to exercise this Option shall terminate, the Director and the Corporation shall rescind any exercise of this Option pursuant to this paragraph, and this Option shall be reinstated as if such exercise had not occurred.

     3. Purchase Price. The price per share to be paid by the Director for the shares subject to this Option shall be                      and      /100 Dollars ($          ).

     4. Exercise Terms. Beginning on the date specified above, and prior to the expiration of this Option as provided in Section 2 hereof, the Director may exercise this Option as to all such number of shares, or as to any part thereof, at any time and from time to time during the remaining term of this Option; provided that the Director must exercise this Option for at least the lesser of 100 shares or the unexercised portion of the Option. In the event this Option is not exercised with respect to all or any part of the shares prior to its expiration, the shares with respect to which this Option was not exercised shall no longer be subject to this Option.

     5. Option Non-Transferable. This Option and all rights hereunder are neither assignable nor transferable by the Director otherwise than by will or under the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order, and during the Director’s lifetime this Option is exercisable only by him (or by his guardian or legal representative, should one be appointed, or qualified transferee). More particularly (but without limiting the generality of the foregoing), this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect.

     6. Notice of Exercise of Option. This Option may be exercised by the Director, or by his administrator, executor, personal representative or qualified transferee, by a written notice (in substantially the form of the “Notice of Exercise” attached hereto as Annex A) signed by the Director, or by such administrator, executor, personal representative or qualified transferee, and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the attention of the President, Treasurer or

2

such other officer as the Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Director or such administrator, executor, personal representative or qualified transferee, as the case may be, then elects to purchase hereunder, and (b) be accompanied by (i) a certified or cashier’s check payable to the Corporation, or personal check acceptable to the Corporation, in payment of the total price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Common Stock, owned by him and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total purchase price applicable to the shares purchased hereunder, or (iii) such a check, and the number of such shares (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Corporation agrees to cause to be issued to the Director or to such administrator, executor, personal representative or qualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

     7. Adjustment in Option. If prior to the complete exercise of this Option, there shall be a change in the outstanding Common Stock by reason of one or more stock splits, stock dividends, combinations or exchanges of shares, recapitalizations or similar capital adjustments, then the number, kind and option price of the shares remaining subject to this Option shall be equitably adjusted in accordance with the terms of the Plan, so that the proportionate interest in the Corporation represented by the shares then subject to the Option shall be the same as before the occurrence of such event.

     8. Termination as a Director. If the Director for any reason ceases to be a member of the Board of Directors of the Corporation (such event being hereinafter referred to as a “Termination”), then:

(a) To the extent this Option shall have become exercisable on or prior to the date of Termination, it shall remain exercisable until the Expiration Date; and

(b) Any portion of this Option that had not become exercisable on or prior to the date of Termination shall immediately terminate and shall not thereafter become exercisable.

     This Option does not confer upon the Director any right with respect to continuance as a member of the Board of Directors of the Corporation.

     9. Competitive Activities. This Option is subject to Section 9.2 of the Plan, which provides that if the Director provides services to a competitor of the Corporation or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Director while an employee or Director of the Corporation or any such Subsidiary, then the Director’s rights under this Option shall thereupon be forfeited and terminated, subject to a determination to the contrary by the Committee.

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     10. Binding Agreement. This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns.

     IN WITNESS WHEREOF, the Corporation has caused this Stock Option Agreement to be executed on behalf of the Corporation and the Corporation’s seal to be affixed hereto and attested by the Secretary of the Corporation, and the Director has executed this Agreement under his seal, all as of the day and year first above written.

	EMS TECHNOLOGIES, INC.
[CORPORATE SEAL]
ATTEST	By:
			President and Chief Executive Officer
Secretary
	DIRECTOR:
	___	_	________________________________(SEAL)

4

ANNEX A

EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN

Notice of Exercise
of Stock Option

     The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her election to exercise an option to purchase                      shares of the Corporation’s common stock, $.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”) between Thomas W. O’Connell (the “Director”) and the Corporation dated June 27, 2007. Accompanying this Notice is (1) a certified or cashier’s check (or other check acceptable to the Corporation) in the amount of $                     payable to the Corporation and/or (2) (subject to such restrictions as may be determined to be necessary or appropriate to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations)                      shares of the Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B to the Agreement, executed with respect to the number of such shares, having an aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”)) as of the date hereof of $                    , such amounts being equal, in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement multiplied by the number of shares being hereby purchased (in each instance subject to appropriate adjustment pursuant to Section 7 of the Agreement).

     Also accompanying this Notice is my check in the amount of $                    ,in payment of federal and state income withholding and employment taxes applicable to this exercise. The amount of such payment is based on advice received from appropriate officials of the Corporation responsible for the administration of its payroll and employment tax obligations. Alternatively, or in addition, and subject to such restrictions as may be determined to be necessary or appropriate to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations, in full or partial payment of such taxes:

(1) I deliver herewith an additional                      shares of the Common Stock (or the form of Attestation of Share Ownership with respect thereto) presently owned by me, having an aggregate Fair Market Value as of the date hereof of $                    ; and/or

(2) I hereby authorize the Corporation to withhold, from the shares of Common stock otherwise issuable to me pursuant to this exercise,                      such shares having an aggregate Fair Market Value at the date hereof of $                     .

The sum of (i) any such check plus (ii) the Fair Market Value at the date hereof of any shares of Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal and state withholding and employment taxes applicable to this exercise, and is not greater than the total of all federal and state income and employment taxes to be owed by me as a result of such exercise.

     IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this       day of                     , 20     .

DIRECTOR OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE
 

5

ANNEX B

EMS TECHNOLOGIES, INC.

2007 Stock Incentive Plan
Attestation of Share Ownership

     Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase                      shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to the Stock Option Agreement dated June 27, 2007 (the “Option”), at an aggregate exercise price of $                     (the “Option Price”). I hereby attest to ownership of the shares specified below (the “Shares”) and hereby tender the Shares in payment of (i) $                     of the Option Price, and (ii) $                     of withholding and related taxes due upon exercise of the Option, in each case based on their Fair Market Value on the date hereof (as determined under the Plan) of $                     per share).

     I certify that I either (i) have held the Shares that I am tendering for at least one year after acquiring such Shares through the exercises of an Incentive Stock Option, or (ii) did not obtain such Shares through the exercise of an ISO.

     Although the Company has not required me to make actual delivery of certificates evidencing the Shares, as a result of which I (and the co-owner, if any of the Shares) will retain ownership of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the Shares, have full power to deliver and convey such certificates to the Company, and therefore could have caused the Company to become sole owner of such Shares. The co-owner of the Shares, by signing this form, consents to these representations and the exercise of the Option by this notice.

Common Stock Certificate(s) No.	Number of	Number of Shares Subject
or Brokerage Account	Shares Represented	to this Attestation

You are hereby instructed to apply towards the Option Price: (check one)

o  The maximum number of whole shares necessary to pay the Option Price and specified taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be paid by check accompanying the Notice of Exercise.

o                       of the listed Shares with the remaining amount to be paid by check accompanying the Notice of Exercise.

In each case, the balance of the Shares for which the Option is being exercised will be issued as specified in the Notice of Exercise.

	Name
Date	Signature
	Co-Owner’s Name (if any)
Date	Co-Owner’s Signature

6

EX-10.18

Exhibit 10.18a

EMS TECHNOLOGIES, INC.

2007 STOCK INCENTIVE PLAN
TERMS OF DIRECTOR STOCK OPTION
Form 5-18-07

     This TERMS OF DIRECTOR STOCK OPTION sets forth certain terms of, and is included as part of, each Stock Option Agreement (the “Agreement”) that specifically refers to this Form and that has been issued from time to time by EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred to as the “Corporation”) to certain members of its Board of Directors (herein, “Director”).

WITNESSETH

     WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive plan for the directors, officers and employees of the Corporation or its subsidiary corporations, which Plan is known as the “EMS Technologies, Inc. 2007 Stock Incentive Plan” (hereinafter referred to as the “Plan”);

     WHEREAS, on the Date of Grant specified in the Agreement the Director was elected to serve as a member of the Board for the forthcoming year; and

     WHEREAS, the Plan provides for the automatic grant to the Director, in the circumstances of such election, of a stock option (the “Option”) to purchase shares of the Corporation’s common stock as hereinafter set forth.

     NOW, THEREFORE, the following terms are included and incorporated in the Agreement:

     1. Incorporation of Plan. The Option has been granted pursuant to the provisions of the Plan, and the terms and definitions of the Plan, as it may be amended from time to time, are incorporated by reference into this Stock Option Agreement and made a part hereof. A copy of the Plan has been delivered or otherwise made available to the Director.

     2. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, the Agreement, when signed by the Director and validated by the Corporation’s Secretary, evidences the grant by the Corporation to the Employee, not in lieu of salary or other compensation, of the right and option, which is not an ISO, to purchase all or any part of an aggregate of the number of shares of the Corporation’s $.10 par value common stock (the “Common Stock”), specified in the Agreement, beginning on the First Date for Exercise specified in the Agreement.

     The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on the Expiration Date specified in the Agreement (the “Expiration Date”), or such other date as determined pursuant to Section 8 or 9 below.

     Notwithstanding the beginning date for exercise specified in the second preceding paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of the Option, the Option may be exercised as to all or any portion of the full number of shares subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common Stock, other than one made by the Corporation, provided that the corporation, person or other entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding shares of Common Stock. If either of the events

specified in this paragraph has occurred, the Option shall be fully exercisable: (x) in the event of (a) above, during the period commencing on the date the tender offer or exchange offer is commenced and ending on the date such offer expires and is not extended; or (y) in the event of (b) above, during the 30-day period commencing on the date upon which the Corporation is provided a copy of a Schedule 13D or amendment thereto, filed pursuant to Section 13(d) of the Act and the rules and regulations promulgated thereunder, indicating that any person or group has become the holder of 50% or more of the outstanding shares of Common Stock. In the case of (a) above, if the Corporation, person or other entity making the offer does not purchase or otherwise acquire shares of Common Stock pursuant to such offer, then the Director’s right under this paragraph to exercise the Option shall terminate, the Director and the Corporation shall rescind any exercise of the Option pursuant to this paragraph, and the Option shall be reinstated as if such exercise had not occurred.

     3. Purchase Price. The price per share to be paid by the Director for the shares subject to the Option shall be the Exercise Price specified in the Agreement.

     4. Exercise Terms. Beginning on the date specified above, and prior to the expiration of the Option as provided in Section 2 hereof, the Director may exercise this Option as to all such number of shares, or as to any part thereof, at any time and from time to time during the remaining term of the Option; provided that the Director must exercise the Option for at least the lesser of 100 shares or the unexercised portion of the Option. In the event the Option is not exercised with respect to all or any part of the shares prior to its expiration, the shares with respect to which the Option was not exercised shall no longer be subject to the Option.

     5. Option Non-Transferable. The Option and all rights thereunder are neither assignable nor transferable by the Director other than by will or under the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order, and during the Director’s lifetime this Option is exercisable only by him (or by his guardian or legal representative, should one be appointed, or qualified transferee). More particularly (but without limiting the generality of the foregoing), this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect.

     6. Notice of Exercise of Option. This Option may be exercised by the Director, or by his administrator, executor, personal representative or qualified transferee, by a written notice (in substantially the form of the “Notice of Exercise” attached hereto as Annex A) signed by the Director, or by such administrator, executor, personal representative or qualified transferee, and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the attention of the President, Treasurer or such other officer as the Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Director or such administrator, executor, personal representative or qualified transferee, as the case may be, then elects to purchase, and (b) be accompanied by (i) a certified or cashier’s check payable to the Corporation, or personal check acceptable to the Corporation, in payment of the total price applicable to the shares so purchased, or (ii) (subject to any restrictions referred to in Annex A) shares of Common Stock, owned by him and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total purchase price applicable to the shares so purchased, or (iii) such a check, and the number of such shares (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total purchase price applicable to such purchased shares. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes,

or the person exercising the Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under the Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Corporation agrees to cause to be issued to the Director or to such administrator, executor, personal representative or qualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising the Option.

     7. Adjustment in Option. If, prior to the complete exercise of the Option, there shall be a change in the outstanding Common Stock by reason of one or more stock splits, stock dividends, combinations or exchanges of shares, recapitalizations or similar capital adjustments, then the number, kind and option price of the shares remaining subject to the Option shall be equitably adjusted in accordance with the terms of the Plan, so that the proportionate interest in the Corporation represented by the shares then subject to the Option shall be the same as before the occurrence of such event.

     8. Termination as a Director. If the Director for any reason ceases to be a member of the Board of Directors of the Corporation (such event being hereinafter referred to as a “Termination”), then:

(a) To the extent the Option shall have become exercisable on or prior to the date of Termination, it shall remain exercisable until the Expiration Date; and

(b) Any portion of the Option that had not become exercisable on or prior to the date of Termination shall immediately terminate and shall not thereafter become exercisable.

     The Option does not confer upon the Director any right with respect to continuance as a member of the Board of Directors of the Corporation.

     9. Competitive Activities. The Option is subject to Section 9.2 of the Plan, which provides that if the Director provides services to a competitor of the Corporation or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Director while an employee or Director of the Corporation or any such Subsidiary, then the Director’s rights under the Option shall thereupon be forfeited and terminated, subject to a determination to the contrary by the Committee.

     10. Binding Agreement. This Agreement, including the terms and conditions set forth in this Terms of Stock Option, shall be binding upon the Director and the Corporation, and their representatives, successors and assigns.

ANNEX A

EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN

Notice of Exercise
of Stock Option

     The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her election to exercise an option to purchase                 shares of the Corporation’s common stock, $.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”) between                                (the “Director”) and the Corporation dated                     ,      . Accompanying this Notice is (1) a certified or cashier’s check (or other check acceptable to the Corporation) in the amount of $                               payable to the Corporation and/or (2) (subject to such restrictions as may be determined to be necessary or appropriate to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations)                      shares of the Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B to the Agreement, executed with respect to the number of such shares, having an aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”)) as of the date hereof of $                    , such amounts being equal, in the aggregate, to the purchase price per share set forth in Section 3 of the Agreement multiplied by the number of shares being hereby purchased (in each instance subject to appropriate adjustment pursuant to Section 7 of the Agreement).

     Also accompanying this Notice is my check in the amount of $                    ,in payment of federal and state income withholding and employment taxes applicable to this exercise. The amount of such payment is based on advice received from appropriate officials of the Corporation responsible for the administration of its payroll and employment tax obligations. Alternatively, or in addition, and subject to such restrictions as may be determined to be necessary or appropriate to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations, in full or partial payment of such taxes:

(1) I deliver herewith an additional                      shares of the Common Stock (or the form of Attestation of Share Ownership with respect thereto) presently owned by me, having an aggregate Fair Market Value as of the date hereof of $                    ; and/or

(2) I hereby authorize the Corporation to withhold, from the shares of Common stock otherwise issuable to me pursuant to this exercise,                      such shares having an aggregate Fair Market Value at the date hereof of $                     .

The sum of (i) any such check plus (ii) the Fair Market Value at the date hereof of any shares of Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal and state withholding and employment taxes applicable to this exercise, and is not greater than the total of all federal and state income and employment taxes to be owed by me as a result of such exercise.

     IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this       day of                     ,      .

DIRECTOR OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE
 

ANNEX B

EMS TECHNOLOGIES, INC.

2007 Stock Incentive Plan
Attestation of Share Ownership

     Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase                      shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to the Stock Option Agreement dated                      (the “Option”), at an aggregate exercise price of $                     (the “Option Price”). I hereby attest to ownership of the shares specified below (the ” shares”) and hereby tender the shares in payment of (i) $                     of the Option Price, and (ii) $                     of withholding and related taxes due upon exercise of the Option, in each case based on their Fair Market Value on the date hereof (as determined under the Plan) of $                     per share).

     I certify that I either (i) have held the Shares that I am tendering for at least one year after acquiring such Shares through the exercises of an Incentive Stock Option, or (ii) did not obtain such Shares through the exercise of an ISO.

      Although the Company has not required me to make actual delivery of certificates evidencing the Shares, as a result of which I (and the co-owner, if any of the shares) will retain ownership of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the Shares, have full power to deliver and convey such certificates to the Company, and therefore could have caused the Company to become sole owner of such Shares. The co-owner of the Shares, by signing this form, consents to these representations and the exercise of the Option by this notice.

Common Stock Certificate(s) No.	Number of	Number of Shares Subject
or Brokerage Account	Shares Represented	to this Attestation

You are hereby instructed to apply towards the Option Price: (check one)

o  The maximum number of whole shares necessary to pay the Option Price and specified taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be paid by check accompanying the Notice of Exercise.

o                        of the listed Shares with the remaining amount to be paid by check accompanying the Notice of Exercise.

In each case, the balance of the Shares for which the Option is being exercised will be issued as specified in the Notice of Exercise.

	Name
Date	Signature
	Co-Owner’s Name (if any)
Date	Co-Owner’s Signature

Exhibit 10.18b

EMS TECHNOLOGIES, INC.

2007 STOCK INCENTIVE PLAN

Stock Option Agreement
Evidencing Options Granted Automatically
For Continued Service on the Board of Directors

Director: Grant Date:

     As a non-employee member of the Board of Directors, you receive options to purchase shares of EMS Common Stock on each date that you are elected to a further term of service after five initial years. These options are granted automatically as provided in Section 6.13 of the 2007 Stock Incentive Plan. As a result of your election as a director at the Annual Meeting of Shareholders held on the Grant Date, you have been granted the following option:

Number of Shares: 5,000	First Date for Exercise:
Exercise Price: $	Expiration Date:

Your option is subject to the other terms specified in the Terms of Director Stock Option, Form 5-18-07, which has been provided to you. You have also been provided a copy of the Prospectus that outlines information, such as tax consequences, related to your option and its exercise. Additional copies of these documents, as well as of the Plan, may be obtained by contacting the Company’s General Counsel or Secretary.

     When signed by you and validated by the initials of the Secretary, this document constitutes the Agreement evidencing your option.

***********************************

I acknowledge and accept this Stock Option Agreement, including the
terms and conditions set forth in Terms of Director Stock Option,
Form 5-18-07, effective the Grant Date.

	Validated
	Secretary
Signature

EX-10.19

Exhibit 10.19a

EMS TECHNOLOGIES, INC.

2007 STOCK INCENTIVE PLAN
TERMS OF OFFICER STOCK OPTION
FORM 5/18/07

     THIS TERMS OF OFFICER STOCK OPTION sets forth certain terms of, and is included as part of, each Stock Option Agreement (the “Agreement”) that specifically refers to this Form and that has been issued from time to time by EMS TECHNOLOGIES, INC., a Georgia corporation (hereinafter referred to as the “Corporation”) to certain of its employees (herein, “Employee”) who are also officers of the Corporation.

WITNESSETH

     WHEREAS, the Board of Directors (the “Board”) of the Corporation has adopted a stock incentive plan for the Corporation’s and its subsidiary corporations’ officers and employees, known as the “EMS Technologies, Inc. 2007 Stock Incentive Plan” (hereinafter referred to as the “Plan”);

     WHEREAS, the Compensation Committee (the “Committee”) is authorized to grant to persons who are Officers (as defined in the Plan) options enabling them to purchase shares of the Corporation’s common stock as allocated by the Committee;

     WHEREAS, the Committee has determined that the Employee is eligible to participate in the Plan, and that it is in the best interests of the Corporation that the Employee, through such participation, be provided with additional incentive to achieve the Company’s objectives; and

     WHEREAS, as an employment incentive and to encourage stock ownership, the Committee has granted the Employee an option (the “Option”) to purchase the number of shares of the Corporation’s common stock set forth in the Agreement.

     NOW, THEREFORE, the following terms are included and incorporated in the Agreement:

     1. Incorporation of Plan. The Option has been granted pursuant to the provisions of the Plan, which has been provided or made available to the Employee, and the terms of and definitions set forth in the Plan are incorporated by reference into the Agreement and made a part thereof.

     2. Grant of Option. Subject to the terms and conditions stated herein, the Agreement, when signed by the Employee and validated by the Corporation’s Secretary, evidences the grant by the Corporation to the Employee, not in lieu of salary or other compensation, of the right and option, which is not an ISO, to purchase all or any part of an aggregate of the Number of Shares of the Corporation’s $.10 par value common stock (the “Common Stock”), specified in the Agreement, beginning on the First Date for Exercise specified in the Agreement.

     The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on the Expiration Date specified in the Agreement (the “Expiration Date”), or such other date as determined pursuant to Section 8, 9 or 10.

     Notwithstanding the beginning date or dates for exercise set forth in the second preceding paragraph, but subject to the provisions of the preceding paragraph with respect to expiration of the Option, the Option may be exercised as to all or any portion of the full number of shares subject thereto if: (a) a tender offer or exchange offer has been made for shares of the Common Stock, other than one made by the Corporation, provided that the corporation, person or other entity making such offer purchases or otherwise acquires shares of Common Stock pursuant to such offer; or (b) any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”)), becomes the holder of 50% or more of the outstanding shares of Common Stock. If either of the events specified in this paragraph has occurred, the

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Option shall be fully exercisable: (x) in the event of (a) above, during the period commencing on the date the tender offer or exchange offer is commenced and ending on the date such offer expires and is not extended; or (y) in the event of (b) above, during the 30-day period commencing on the date upon which the Corporation is provided a copy of a Schedule 13D or amendment thereto, filed pursuant to Section 13(d) of the Act and the rules and regulations promulgated thereunder, indicating that any person or group has become the holder of 50% or more of the outstanding shares of Common Stock. In the case of (a) above, if the corporation, person or other entity making the offer does not purchase or otherwise acquire shares of Common Stock pursuant to such offer, then the Employee’s right under this paragraph to exercise the Option shall terminate, the Employee and the Corporation shall rescind any exercise of the Option pursuant to this paragraph, and the Option shall be reinstated as if such exercise had not occurred.

     3. Purchase Price. The price per share to be paid by the Employee for the shares subject to the Option shall be the Exercise Price specified in the Agreement.

     4. Exercise Terms. Beginning on the date or dates specified in, and prior to the expiration of the Option as provided in, Section 2, the Employee may exercise the Option as to all such number of shares, or as to any part thereof, at any time and from time to time during the remaining term of the Option; provided that the Employee must exercise the Option for at least the lesser of 100 shares or the unexercised portion of the Option. In the event the Option is not exercised with respect to all or any part of the shares subject to the Option prior to its expiration, the shares with respect to which the Option was not exercised shall no longer be subject to this Option.

     5. Option Non-Transferable. The Option and all rights thereunder are neither assignable nor transferable by the Employee otherwise than by will or under the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order, and during the Employee’s lifetime the Option is exercisable only by him or her (or by his or her guardian or legal representative, should one be appointed, or qualified transferee). More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof shall be null and void and without legal effect.

     6. Notice of Exercise of Option. The Option may be exercised by the Employee, or by his or her administrator, executor, personal representative or qualified transferee, by a written notice (in substantially the form of the “Notice of Exercise” attached hereto as Annex A) signed by the Employee, or by such administrator, executor, personal representative or qualified transferee, and delivered or mailed to the Corporation at its principal office in Norcross, Georgia, to the attention of the President, Treasurer or such other officer as the Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Employee or such administrator, executor, personal representative or qualified transferee, as the case may be, then elects to purchase hereunder, and (b) be accompanied by (i) a certified or cashier’s check payable to the Corporation, or personal check acceptable to the Corporation, in payment of the total price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Common Stock, owned by him or her and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to the number of such shares, having a Fair Market Value equal to the total purchase price applicable to the shares purchased hereunder, or (iii) such a check, and the number of such shares (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total purchase price applicable to such shares purchased under the Option. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Corporation agrees to cause to be issued to the Employee or to such administrator, executor, personal representative or qualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising the Option.

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     7. Adjustment in Option. If, between the Date of Grant specified in the Agreement and prior to the complete exercise of the Option, there shall be a change in the outstanding Common Stock by reason of one or more stock splits, stock dividends, combinations or exchanges of shares, recapitalizations or similar capital adjustments, then the number, kind and purchase price of the shares remaining subject to the Option shall be equitably adjusted in accordance with the terms of the Plan, so that the proportionate interest in the Corporation represented by the shares then subject to the Option shall be the same as before the occurrence of such event.

     8. Termination of Employment. Except as set forth in Section 10, if the Employee ceases to be employed as an employee of the Corporation or any of its Subsidiaries (such event being hereinafter referred to as a “Termination” and such corporation that employs the Employee from time to time as the “Employer”), before the First Date for Exercise set forth in the Agreement, then the Option shall forthwith terminate on the date of Termination and shall not thereafter be or become exercisable.

     In the event of a Termination after the First Date for Exercise set forth in the Agreement, which Termination is (i) voluntary on the part of the Employee and with the written consent of the Employer, (ii) involuntary and without cause, or (iii) the result of retirement at the normal retirement date, as prescribed from time to time by the Employer, or at an earlier date expressly approved by the Employer as an early retirement date for the Employee, the Employee may exercise the Option at any time within a period ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on the third anniversary of such Termination, to the extent of the number of shares that were purchasable thereunder at the date of Termination.

     In the event of a Termination that is either (i) for cause or (ii) voluntary on the part of the Employee and not described in the preceding paragraph, the Option, to the extent not theretofore exercised, shall forthwith terminate and shall not thereafter be or become exercisable.

     The Option does not confer upon the Employee any right with respect to continuance of employment by the Corporation or any of its Subsidiaries. The Option shall not be affected by any change of employment, so long as the Employee continues to be an employee of the Corporation or any such Subsidiary. In the event the Employer is not the Corporation, and such Employer ceases to be the Corporation’s Subsidiary, as a result of a sale of stock or assets or other change of corporate status, then in the discretion of the Committee (but subject to Section 5.2 of the Plan regarding certain transactions affecting the Corporation) either: (i) the Option shall remain in effect as if such sale or other change of status had not occurred, for so long as Employee shall remain an employee of the corporation that previously was such Subsidiary, or of any successor or subsequent Parent of such corporation, or of any Subsidiary of either such corporation or any such Parent or successor; or (ii) concurrent with such sale or change of status, the Corporation shall redeem the Option at a price equal to the number of shares then subject thereto (whether or not then purchasable) multiplied by the excess (if any) of the then Fair Market Value of each such share over the purchase price per share specified in Section 3 (as adjusted pursuant to Section 7).

     9. Disabled Employee. In the event of a Termination because the Employee becomes disabled, the Employee (or his or her personal representative) may exercise the Option at any time within a period ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on the first anniversary of such Termination, to the extent of the number of shares that were purchasable thereunder at the date of Termination.

     For the purposes of the foregoing paragraph the Employee shall be considered “disabled” if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months.

     10. Death of Employee. In the event of the Employee’s death while employed by the Corporation or any of its Subsidiaries, or during a period in which the Employee may exercise the Option notwithstanding an earlier Termination, the persons described in Section 6 may exercise the Option at any time within a period ending at the earlier of (i) 5:00 p.m., Atlanta time, on the third anniversary of the Employee’s death, or (ii) the Expiration Date, but in any event ending not earlier than 5:00 p.m., Atlanta time, on the first anniversary of the Employee’s death. If the Employee was an employee of the Corporation or one of its Subsidiaries at the time of

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the Employee’s death, the Option may be so exercised to the extent of the full number of shares subject thereto. If a Termination occurred prior to Employee’s death, the Option may be so exercised only to the extent of the number of shares that were purchasable hereunder at the date of Termination.

     11. Competitive Activities. The Option is subject to Section 9.2 of the Plan, which provides that if the Employee provides services to a competitor of the Corporation or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Employee while an employee of the Corporation or any such Subsidiary, then the Employee’s rights under the Option shall thereupon be forfeited and terminated, subject to a determination to the contrary by the Committee.

     12. Binding Agreement. The Agreement, including the terms and condition set forth in this Terms of Stock Option, shall be binding upon the Employee and the Corporation, and their representatives, successors and assigns.

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ANNEX A

EMS TECHNOLOGIES, INC.
2007 STOCK INCENTIVE PLAN

Notice of Exercise
of Stock Option

     The undersigned hereby notifies EMS Technologies, Inc. (the “Corporation”) of his or her election to exercise an option to purchase                      shares of the Corporation’s common stock, $.10 par value (the “Common Stock”), pursuant to that Stock Option Agreement (the “Agreement”) between                                          (the “Employee”) and the Corporation dated                                          , 200_. Accompanying this Notice is (1) a certified or a cashier’s check (or other check acceptable to the Corporation) or payment from a broker or other third party acceptable to the Corporation, in the amount of $                    , and/or (2) (subject to such restrictions as may be determined to be necessary or appropriate to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations)                      shares of the Common Stock presently owned by the undersigned and duly endorsed or accompanied by stock transfer powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B to the Terms of Officer Stock Option referenced in the Agreement, executed with respect to the number of such shares having an aggregate Fair Market Value (as defined in the EMS Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”)) as of the date hereof of $                    , such amounts being equal, in the aggregate, to the purchase price per share set forth in the Agreement multiplied by the number of shares being hereby purchased (in each instance subject to appropriate adjustment pursuant to Section 7 of such Terms of Officer Stock Option).

     Also accompanying this Notice is my check or third-party payment in the amount of $                    , in payment of federal and state income withholding and employment taxes applicable to this exercise. The amount of such payment is based on advice received from appropriate officials of the Corporation responsible for the administration of its payroll and employment tax obligations. Alternatively, or in addition, and subject to such restrictions as may be determined in the discretion of the Corporation to be necessary or appropriate to comply with Rule 16b-3 under the Securities Exchange Act of 1934, or to avoid earnings charges or other adverse consequences to the Corporation under applicable accounting or tax rules or regulations, in full or partial payment of such taxes:

(1) I deliver herewith an additional                      shares of the Common Stock (or the form of Attestation of Share Ownership with respect thereto) presently owned by me, having an aggregate Fair Market Value as of the date hereof of $                    ; and/or

(2) I hereby authorize the Corporation to withhold, from the shares of Common stock otherwise issuable to me pursuant to this exercise,                      such shares having an aggregate Fair Market Value at the date hereof of $                    .

The sum of (i) any such check or payment plus (ii) the Fair Market Value at the date hereof of any shares of Common Stock specified in the foregoing clauses (1) and (2) is not less than the amount of federal and state withholding and employment taxes applicable to this exercise, and is not greater than the total of all federal and state income and employment taxes to be owed by me as a result of such exercise.

     IN WITNESS WHEREOF, the undersigned has set his or her hand and seal, this         day of             , 20___.

EMPLOYEE OR HIS OR HER ADMINISTRATOR,
EXECUTOR, PERSONAL REPRESENTATIVE OR
QUALIFIED TRANSFEREE
 

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ANNEX B

EMS TECHNOLOGIES, INC.

2007 Stock Incentive Plan
Attestation of Share Ownership

     Pursuant to the Notice of Exercise submitted herewith, I have elected to purchase                      shares of the common stock of EMS Technologies, Inc. (the “Company”), pursuant to the Stock Option Agreement dated                      (the “Option”), at an aggregate exercise price of $                     (the “Option Price”). I hereby attest to ownership of the shares specified below (the “Shares”) and hereby tender the Shares in payment of (i) $                     of the Option Price, and (ii) $                     of withholding and related taxes due upon exercise of the Option, in each case based on their Fair Market Value on the date hereof (as determined under the Plan) of $                     per share).

     I certify that I have held the Shares that I am tendering (i) for at least one year after acquiring such Shares through the exercise of an Incentive Stock Option, and (ii) for at least six months after acquiring such Shares in any other manner.

     Although the Company has not required me to make actual delivery of certificates evidencing the Shares, as a result of which I (and the co-owner, if any of the Shares) will retain ownership of such Shares, I represent that I, with the consent and agreement of the co-owner (if any) of the Shares, have full power to deliver and convey such certificates to the Company, and therefore could have caused the Company to become sole owner of such Shares. The co-owner of the Shares, by signing this form, consents to these representations and the exercise of the Option by this notice.

Common Stock Certificate(s) No.	Number of	Number of Shares Subject
or Brokerage Account	Shares Represented	to this Attestation

You are hereby instructed to apply towards the Option Price: (check one)

o The maximum number of whole shares necessary to pay the Option Price and specified taxes, or, if fewer, the total number of listed Shares, with any remaining amount to be paid by check accompanying the Notice of Exercise.

o                      of the listed Shares with the remaining amount to be paid by check accompanying the Notice of Exercise.

In each case, the balance of the Shares for which the Option is being exercised will be issued as specified in the Notice of Exercise.

	Name
Date	Signature
	Co-Owner’s Name (if any)
Date	Co-Owner’s Signature

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Exhibit 10.19b

CONFIDENTIAL MEMORANDUM
and
2007 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT

TO:
FROM:	Paul Domorski, CEO
DATE:	5/21/2007
SUBJECT:	Stock Option Award

I am pleased that the Compensation Committee of the Board of Directors has awarded you an option for shares of the common stock of EMS Technologies, Inc. When signed by you and validated by the initials of the Company’s Secretary, this Memorandum will be the Agreement evidencing your option.

The vesting schedule remains at 25% of options per year over a four-year period, with a six-year expiration date. We believe these terms continue to provide you with a significant amount of time to seek an optimal price for exercising your options. Your option has the following terms:

Grant Date:	Total Shares:
Expiration Date:	Exercise Price:
1st Date for Exercise:	Number of shares:
2nd Date for Exercise:	Number of shares:
3rd Date for Exercise:	Number of shares:
4th Date for Exercise:	Number of shares:

Your option is also subject to the other terms specified in the Terms of Officer Stock Option, Form 5/18/2007. This document is being or has been provided to you by e-mail. The Plan and the Prospectus for the 2007 plan that describes our options and outlines information, such as tax consequences, related to exercising your option, are each available by going to our intranet, EMSTonline. Select the Document Library tab, then select the folder named Documents. Click on Human Resources and then on Stock Plans.

This option grant was recommended by the CEO based on your current and potential contributions to our Company’s overall success. It is a long-term incentive, and for this reason requires continued employment to become exercisable, and to remain exercisable for its full six-year life. It is our hope and goal that, as a result of our combined efforts over these six years, EMS stock will become worth substantially more than the exercise price. In this way, the option program allows top performers to share in the Company’s long-term growth and success.

                     , thank you for your contributions to EMS Technologies. Your valued contributions will ensure the continuous progress of EMS, and these stock options allow you to share in the Company’s success. I look forward to continuing our work together to achieve our mutual success.

***********************************************

I acknowledge and accept this Stock Option Agreement including the terms and conditions set forth in Terms of Officer Stock Option, Form 5/18/2007.		Validated
	, 2007	Director, HR
Signature

EX-10.22

Exhibit 10.22

EMS TECHNOLOGIES, INC.

Supplemental Retirement Income Agreement

with

Don T. Scartz

          THIS SUPPLEMENTAL RETIREMENT INCOME AGREEMENT made and entered into as of this 16th day of November, 2007, by and between EMS Technologies, Inc., a Georgia corporation (“EMS” or the “Company”), and Don T. Scartz (the “Employee”).

          WHEREAS, Employee is a long-term senior management employee of EMS, whose compensation has from time to time exceeded the amounts with respect to which the Company could, under applicable Internal Revenue Service rules, set aside amounts for Employee’s retirement through its qualified Retirement Program; and

          WHEREAS, the Company wishes to provide additional amounts for Employee’s retirement, to be paid to him as provided below; and

          WHEREAS, the Company and Employee desire to enter into this Supplemental Retirement Income Agreement (the “Agreement”) to evidence the Company’s obligations to make such future payments to Employee.

          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereto agree as follows:

ARTICLE I

BENEFITS

          1.1 Supplemental Retirement Income Account. (a) By not later than December 31, 2007, the Company shall establish, and shall thereafter maintain, a supplemental retirement income account (“Account”) in the Employee’s name on its records. Effective December 31, 2007, the Account shall be credited with the amount of $100,000. The Company shall thereafter credit to the Account interest at the rate per annum published from time to time by SunTrust Bank, Atlanta, Georgia as its prime rate for commercial customers, compounded quarterly, on the daily balance in the Account. The balance of the account at any time, after crediting with interest and subtracting payments as provided herein, is referred to herein as the “Account Balance.” The Employee’s interest in the Account Balance shall at all times be 100% vested and nonforfeitable.

          (b) Subject to Section 1.3, the Company shall pay the Employee his Account Balance in payments of $35,000 each (or the remaining Account Balance if less) commencing on January 10, 2009 and on each anniversary of such date, until his Account Balance has been paid in full.

          (c) Notwithstanding paragraph (b) above, in the event of a Change in Control of the Company, as defined in the Employee’s Officer’s Protection Agreement with the Company, then the Employee shall be entitled to receive a lump sum payment of his Account Balance within ten (10) days of the date of the Change in Control.

          1.2 Death Benefit. If Employee dies prior to the full payment of his Account Balance, his Account Balance shall thereafter be paid, on the schedule specified in paragraph (b) (or in the event a Change in Control has occurred, paragraph (c)), to such person(s) as Employee shall designate by written instrument in the form of Schedule “A” attached hereto. Employee shall have the right to change the designated recipient(s) of this payment by delivering to the Company prior to his death an amended and updated designation in the form of Schedule “A.” In the event Employee shall fail to designate a recipient prior to his death in the manner described above, or if all such designations previously received by the Company have been revoked by Employee under a written revocation delivered to the Company prior to Employee’s death, the payment shall be made to Employee’s surviving spouse, or if Employee dies without a spouse surviving him, then to the duly qualified executor or administrator of Employee’s estate. Any person other than Employee who is to receive or who receives benefits under this Agreement is herein referred to as a “designated recipient(s).”

          1.3 Conformance with Section 409A.

          The Company shall have the authority to delay the commencement of all or a part of the payments to Employee under this Agreement if Employee is a “key employee” of the Company (as determined by the Company in accordance with procedures established by the Company that are consistent with Section 409A) to a date which is six months after the date of separation from service (and on such date the payments that would otherwise have been made during such six-month period shall be made) to the extent (but only to the extent) such delay is required under the provisions of Section 409A to avoid imposition of additional income and other taxes, provided that the Company and Employee agree to take into account any transitional rules and exemption rules available under Section 409A.

          This Agreement shall be operated in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Any action that may be taken (and, to the extent possible, any action actually taken) by the Administrator or the Company shall not be taken (or shall be void and without effect), if such action violates the requirements of such Section 409A. Any provision in this Agreement that is determined to violate the requirements of such Section 409A shall be void and without effect. In addition, any provision that is required to appear in this Agreement in accordance with such Section 409A that is not expressly set forth shall be deemed to be set forth herein, and the Agreement shall be administered in all respects as if such provision were expressly set forth.

ARTICLE II

UNFUNDED OBLIGATIONS

          The Company’s obligations under this Agreement shall be unfunded and unsecured promises to pay the benefits provided for hereunder. The Company shall not be obligated to set aside the Account Balance in a “rabbi trust,” nor shall it establish any other trust

or payment mechanism that would result in taxable income to the Employee prior to the actual payment to him or his designated recipient.

          The rights of Employee, any designated recipient of Employee or any other person claiming through Employee under this Agreement, shall be solely those of an unsecured general creditor of the Company. Employee, any designated recipient of Employee or any other person claiming through Employee, shall only have the right to receive from the Company those payments that are specified under this Agreement. Employee agrees that he, his designated recipient(s) or any other person claiming through him shall have no rights or interests whatsoever in any asset of the Company.

ARTICLE III

INDEPENDENCE OF BENEFITS

          The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation payable by the Company to Employee, whether as salary, bonus or otherwise. This Agreement does not involve a reduction in salary or a foregoing of an increase in future salary by Employee and does not in any way affect or reduce the existing and future compensation and other benefits of Employee.

ARTICLE IV

EMPLOYMENT RIGHTS

          This Agreement shall not be deemed to constitute a contract of employment between the Company and Employee and shall not create any rights in Employee to continue in the Company’s employ for any specific period of time or any other rights in Employee or obligations on the part of the Company, except as are expressly set forth herein. No provision of this Agreement shall restrict the right of the Company to discharge Employee, with or without cause, or restrict the right of Employee to terminate his employment with the Company.

ARTICLE V

NONALIENATION OF BENEFITS

          No right or benefit under this Agreement shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of Employee or his designated recipient(s). If Employee or any such recipient shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit hereunder, then such right or benefit shall, in the discretion of the Board of Directors of the Company, cease and terminate, and in such event, the Company may hold or apply same or any part thereof for the benefit of Employee or his designated recipient(s), his spouse, children or other dependents, or any of them, in such manner and in such proportion as the Board of Directors of the Company may deem proper under the then existing circumstances.

ARTICLE VI

AGREEMENT BINDING ON SUCCESSORS

          This Agreement is solely between the Company and Employee, and Employee and his designated recipient(s) shall have recourse only against the Company and its successors and assigns for enforcement hereof. This Agreement will be binding upon Employee’s designated recipient(s), heirs and personal representatives and upon the successors and assigns of the Company.

ARTICLE VII

ADMINISTRATOR AND CLAIMS PROCEDURE

          7.1 Administrator. The Administrator under this Agreement is the Company. The business address and telephone number of the Administrator under this Agreement are: EMS Technologies, Inc., ATTN: General Counsel, telephone number: 770-263-9200.

          7.2 Claims Procedure. Benefits shall be paid in accordance with the provisions of this Agreement. The Administrator shall make all determinations as to the right of Employee or any other person to a benefit under this Agreement, and any requests for such a benefit must be made in writing mailed or delivered to the Administrator. If such a request is wholly or partially denied, notice of the decision shall be mailed to the claiming person no later than 60 days after the receipt of the request by the Administrator. The claim review procedure is available upon written request by the claimant to the Administrator within 30 days after receipt by the claimant of written notice of the denial of the claim and includes the right to examine pertinent documents and submit issues and comments in writing to the Administrator. The decision on review will be in writing and will be made within 60 days after receipt of the request for review, unless circumstances warrant an extension of time not to exceed an additional 60 days. The Administrator shall have the exclusive discretionary authority to make all determinations relating to the Employee’s rights to benefits hereunder, but such authority shall not affect or reduce Employee’s right to receive such benefits or to enforce such rights by judicial action in a court of appropriate jurisdiction.

ARTICLE VIII

GENERAL PROVISIONS

          8.1 Any and all notices or any other communication provided for herein shall be given in writing personally or by registered or certified mail, postage prepaid, which shall be addressed in the case of the Company to the Administrator at the address specified in Section 7.1 hereof, and in the case of Employee or his designated recipient(s), to the business or residence address of such person last known to the Company (if mailed, the second business day after the date of mailing shall constitute the date such notice or other communication is given).

          8.2 This Agreement contains the entire agreement between the parties hereto relating to the matters provided herein, and no agreement not expressly contained herein shall be of any force or effect. This Agreement shall not be modified or amended in any manner

except by an instrument in writing executed by the parties. This Agreement shall be governed, construed and enforced in accordance with applicable Federal law and, where such law is not applicable, by Georgia law. Its provisions are severable, and the validity of one or more of the provisions herein shall not have any effect upon the validity or enforceability of any other provision.

          8.3 For purposes of this Agreement, Employee shall be considered as being employed by the Company if he is employed by any corporation controlled by the Company (such as a subsidiary or a subsidiary of a subsidiary) or a corporation which is a successor of the Company.

          8.4 If all or any part of any payment to Employee (or his beneficiaries) becomes liable for the payment of any income, estate, inheritance or other tax which the Company shall be required to pay or withhold, the Company shall have the full power and authority to withhold and pay such tax out of any amounts due hereunder.

          IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Agreement to be duly executed the day and year first above written.

	EMS TECHNOLOGIES, INC.
Attest:
/s/ William S. Jacobs	By:	/s/ Paul B. Domorski
Secretary (CORPORATE SEAL)		Title:	President and CEO
		/s/ Don T. Scartz		(L.S.)
		Don T. Scartz

SCHEDULE “A”

Designation of
Death Benefit Recipient

          I, Don T. Scartz, request that the Company show on its records that I have designated                                          as the primary designated recipient(s), and                                           and                                          as the secondary designated recipient(s) of the death benefit payable under Section 1.2 of my Supplemental Retirement Income Agreement with the Company dated November      , 2007, and that the Company pay such death benefit to the above designated recipient(s) as provided under the terms of such Agreement.

          The above secondary designated recipient(s), if any, shall receive the above-described payments only if none of my primary designated recipient(s) is living at the time such payments are to commence.

          You are instructed to retain the above designated recipient(s) on your records until such time as you receive a new “Designation of Death Benefit Recipient” form from me which changes this Designation. If I have previously filed a Designation of this kind, it is hereby revoked and this Designation shall take its place.

	(Employee’s Signature)
	(Date)
Received By Company:
Name	Date

EX-21.1

Exhibit 21.1

EMS Corporate Structure * These companies are Subsidiary Loan Parties.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
EMS Technologies, Inc.:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 2-76455, 333-32425, 333-35842, 333-86973, 333-74770, 333-147652, and 333-147653) and Form S-3 (Nos. 333-131042 and 333-131719) of EMS Technologies, Inc. of our reports dated March 17, 2008, with respect to the consolidated balance sheets of EMS Technologies, Inc. and subsidiaries as of December 31, 2007 and 2006 and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2007, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report of Form 10-K of EMS Technologies, Inc. Our report on the consolidated financial statements refers to a change in the method of accounting for share-based payment in 2006.

KPMG LLP
 

Atlanta, Georgia
March 17, 2008

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF THE CEO

I, Paul Domorski, certify that:

1.     I have reviewed this Annual Report on Form 10-K of EMS Technologies, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Paul B. Domorski	Date: 03/17/08
	Paul B. Domorski
	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF THE CFO

     I, Don T. Scartz, certify that:

1.     I have reviewed this Annual Report on Form 10-K of EMS Technologies, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the            registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Don T. Scartz	Date: 03/17/08
	Don T. Scartz
	Executive Vice President, Chief Financial Officer (Principal Financial Officer)

EX-32

EXHIBIT 32

SECTION 906 CERTIFICATION OF THE CEO/CFO
EMS TECHNOLOGIES, INC.
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER

     Each of the undersigned Chief Executive Officer and Chief Financial Officer of EMS Technologies, Inc. hereby individually certifies that the Annual Report on Form 10-K of the Company for the period ended December 31, 2007, to which this Certification is attached, fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of EMS Technologies, Inc.

     In witness whereof, each of the undersigned has executed and delivered this Certification on this 17th day of March, 2008.

/s/ Paul B. Domorski   Paul B. Domorski
Chief Executive Officer
EMS Technologies, Inc. /s/ Don T. Scartz   Don T. Scartz
Chief Financial Officer
EMS Technologies, Inc.