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, 2008

Commission File #0-6072

EMS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Georgia	58-1035424
(State or other jurisdiction of incorporation or organization)	(IRS Employer ID Number)
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	Nasdaq Global Select Market

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: o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

The aggregate market value of voting stock held by persons other than directors or executive officers as of June 28, 2008 was $343 million, based on a closing price of $22.09 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 10, 2009, the number of shares of the registrant’s common stock outstanding was 15,202,024 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Company’s definitive proxy statement for the 2009 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-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-10.4
EX-10.6
EX-10.7
EX-10.8
EX-10.17
EX-10.22
EX-10.23
EX-10.31
EX-14.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32

FORWARD-LOOKING STATEMENTS

The discussions of the Company’s business in this Report, including under the caption “Business“ ”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 potential or anticipated benefits of recent acquisitions,
4.	statements about trends in markets that are served or pursued by the Company,
5.	statements implying that the Company’s technology or products are well-suited for particular markets, and
6.	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 voice recognition.

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 solutions for use on aircraft and other mobile platforms, and we develop and market product antennas and terminals and support services for use by search-and-rescue and emergency-management organizations around the world.

Today, our wireless and satellite communications offerings serve the aeronautical, defense, maritime, commercial space and auto-identification/data capture markets making possible mobility, visibility and intelligence. For example, our Satellite Communications segment supplies both high- and low-speed data communications equipment, which enable voice, e-mail, tracking, video conferencing and Internet capabilities on 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 (“D&S”) 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, 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 $54 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 30% of our employees hold engineering degrees, and our engineers actively participate in professional and industry technical conferences and working groups. As of December 31, 2008, our personnel have been awarded, and have assigned to us, 52 currently active U.S. patents and 26 foreign patents. In addition, as of December 31, 2008, we had pending applications for

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approximately 13 U.S. and 21 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. 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 nine successive 100% award fees on the B-2 EHF Satellite Communications 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, 2008, 2007 or 2006. Sales to various customers for U.S. government end use accounted for 40.8% of our net sales in 2008, 24.6% of our net sales in 2007 and 21.3% of our net sales for 2006. Additionally, 39.6%, 38.8% and 31.6% of our net sales for 2008, 2007 and 2006, 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 reporting segments, as follows:

		Percentage of Net Sales
Segment	Primary Operations	2008		2007		2006
Defense & Space	Engineered hardware for satellites, defense and electronics applications (primarily defense)		22.9		20.5		20.1
LXE	Rugged mobile terminals and related equipment for wireless data collection (predominantly commercial)		43.5		48.2		52.8
Satellite Communications	Satellite communications antennas, terminals and networking equipment for aircraft, and ground-based vehicles and satellite ground stations for search and rescue operations (majority commercial)		33.6		31.3		27.1

Defense & Space

The Defense & Space (“D&S”) 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&S 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&S also performs research and development services directly for the U.S. Department of Defense.

Defense markets are vital to D&S. 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&S 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&S facilities meet requirements for performing on classified, including special access, military programs, and over 270 of our personnel hold Department of Defense security clearances.

Products/Services	Key Features/Benefits	Selected Applications	Programs
Space Hardware Systems	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	SIRIUS-XM
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 Ku broadband and TV receive product for in-flight entertainment	JetBlue, Frontier, WestJet, Virgin Blue Airlines, Panasonic eXconnect
		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

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Products/Services	Key Features/Benefits	Selected Applications	Programs
			DataLinks, Navy Airborne Data Links.
		Military SATCOM communications (airborne, ground mobile, and soldier)	B2 Satellite Communiucations
Radar and Electronic Warfare Microwave Systems	Low loss, high power ferrite components and electronic systems, and front end panels	Defense electronic surveillance and countermeasure	EW — F-16, AQL-211 Radar — Phalanx, JSTARS
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

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 (“WiFi”) standards 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 2008, 2007 and 2006, approximately 56%, 55% and 50% of LXE’s net sales were generated outside the U.S., respectively.

A typical LXE system consists of mobile terminals that incorporate WLAN, wireless wide-area network (“WWAN”) 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. LXE has also recently introduced a range of rugged mobile terminals that can be worn by the operator, either on the wrist, or belt-mounted. The 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

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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 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/Services	Key Features/Benefits	Selected Applications	Customers
Hand-Held Terminals	Small, lightweight and rugged, providing true mobility	Warehousing, Logistics
Vehicle-Mounted Terminals	Heavier-duty design for use on forklifts, cranes, and other material handling vehicles		Consumer product manufacturers,
Wearable Terminals	Very small and lightweight with ergonomic schemes for mounting on operators	Warehouse order picking	Third-party logistics providers, Retailers, Container port operators
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

Satellite Communications

The Satellite Communications reporting segment includes the previously reported SATCOM segment, and the newly acquired Sky Connect business which was acquired in August 2008. Satellite Communications designs and develops satellite-based communications, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile, and emergency management markets. Satellite Communications’ 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. Most of Satellite Communications’ growth and major product expansions have occurred since 2004.

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. Satellite Communications’ 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. Satellite Communications’ eNfusion Broadband™ line of aeronautical products enable voice, e-mail, videoconferencing and Internet capabilities on a broad variety of aircraft. Satellite Communications directly sells equipment and technology under the SATCOM brand name and also sells indirectly as a supplier to the three major avionics manufacturers. Satellite Communications’ customers include Fortune 100 companies and the U.S. Government’s VIP Fleet.

In the air transport market, Satellite Communications delivers its equipment and technology through partners to airlines such as Air France, Ryanair, and TAP. Satellite Communications’ terminals, antennas and networking equipment provide a globally capable solution for a broad variety of aircraft. One variant provides office-like communications capabilities to the cabin while providing critical safety communications capabilities to the cockpit. Satellite Communications’ 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. Satellite Communications’ antennas are mounted on the fuselage or on the tail to accommodate

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a variety of aircraft, including the Global Express, Dassault 7X, G-550, and A320. More than 1,300 of Satellite Communications’ antennas have been installed in more than 35 different types of aircraft. Satellite Communications 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.

Satellite Communications pursues 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. Satellite Communications 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 North America. Satellite Communications is also the leading worldwide supplier of search and rescue ground terminals and emergency-management software for use with the Cospas-Sarsat satellite constellation.

Satellite Communications 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 Satellite Communications’ most significant distribution channels relates to technology components or avionics terminal systems sold through the three major avionics OEMs; Honeywell, Rockwell Collins, and Thales. Satellite Communications directly markets its emergency-management products to end-user organizations in governments worldwide.

Products/Services	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	Corporate aircraft, government and military aircraft, commercial airlines	Gulfstream, Bombardier, Honeywell, Dassault, Thales, L3 Communications, Boeing
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 Communications, Boeing, Rockwell-Collins, Honeywell, Thales
Satellite Packet Data Terminals	Two-way messaging and location information in North America, Mexico Central America, and 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 information regarding our revenues, earnings and total assets for each of our reportable operating segments and the revenues and assets for each major geographic area for 2008, 2007 and 2006 is included in Note 11 of our consolidated financial statements included immediately following the signature page to this Annual Report on Form 10-K.

Acquisitions Completed in 2008

Akerstroms Trux

The Company acquired Akerstroms Trux AB (“Trux”) of Bjorbo, Sweden on February 8, 2008. At that time, Trux had approximately 20 employees. Trux was an international company with focus on development, sales and marketing of robust and reliable vehicle-mount computing solutions for warehousing and production environments in the Nordic region. The acquisition of Trux brings to the Company a new, market-ready Windows XP-based product line targeted at customers running advanced wireless applications in demanding warehousing and

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production environments. Since its acquisition, Trux’s product line, manufacturing process, and its employees and financial results have been integrated into the Company’s LXE operating segment.

Sky Connect

The Company acquired Sky Connect, LLC (“Sky Connect”) of Takoma Park, MD on August 15, 2008, and its operating results after that date are included in the Company’s Satellite Communications segment. Sky Connect has approximately 20 employees and offers a range of satellite-based tracking, text messaging, and telephone systems for airborne, ground-based, and marine applications in both the commercial and government markets. Sky Connect provides automated flight tracking with true worldwide coverage. Aircraft phone systems support headset interfaces plus corded or cordless handsets. Sky Connect uses the Iridium satellite network for complete earth coverage and mission effectiveness.

Sky Connect’s innovative and flexible offering provides 100 percent global coverage on the Iridium satellite network and continues to lead the industry in the development of integrated Machine-to-Machine (“M2M”) and voice applications. Iridium is increasingly the platform of choice for tracking of aviation, marine and land-mobile assets on the move, with over 50,000 M2M data units deployed.

Acquiring Sky Connect complements the Company’s aero-connectivity strategy by adding Iridium hardware and services business targeting the growing general aviation market. In addition, Sky Connect’s efforts with Qantas, Air New Zealand and El Al parallel our similar expansion into the air transport market. We also anticipate synergies with our emerging Blue-Force-Tracking programs.

Acquisitions Completed in 2009

During 2008, the Company negotiated two additional acquisitions that have closed during 2009. These new businesses had no effect on 2008 results, but will be reflected in the Company’s results of operations from their respective dates of acquisition.

Formation

The Company acquired Formation, Inc. (“Formation”) of Moorestown, NJ on January 9, 2009. Formation has approximately 110 employees and designs and manufactures hardware and software products and provides related engineering services for the defense, aviation, data communications and transportation industries. Its products include rugged hard disks, advanced integrated recorders, avionics-class servers, and rugged wired and wireless networks. Formation’s fastest-growing products are its rugged servers and cabin Wireless Access Points (“WAP’s”), which enable aircraft broadband systems to extend connectivity to laptops and personal digital assistants (“PDA’s”). Formation’s hardware supports in-flight communications regardless of whether the connectivity is through terrestrial or satellite-based networks. Formation is an approved direct supplier to Airbus and also is a major supplier to Rockwell Collins, Aircell and Panasonic. Formation and EMS have common supplier relationships and complementary customer bases in the avionics, defense and transportation markets.

Acquiring Formation signals the Company’s continued investment in its aero-connectivity strategy to become a more comprehensive solutions provider. Our goal is to meet the growing demand for aeronautical communications from airlines and business aircraft owners, as well as governments. With Formation, the Company covers the spectrum of air-connectivity solutions, delivering the platforms and systems airlines want across multiple satellite platforms.

Satamatics

Satamatics Global Limited (“Satamatics”) was acquired on February 13, 2009. Satamatics has approximately 50 employees and is a global telematics company, which provides customized, end-to-end tracking and monitoring solutions that will work anywhere in the world. Satamatics enables land transport, security, maritime and oil and gas organizations to locate, track and communicate with mobile assets, safeguard their fleets, cargo and personnel, and monitor their fixed and mobile assets in the most hostile or remote terrains in the world. Operating with Inmarsat’s IsatM2M satellite service, Satamatics enables organizations to locate, track and communicate with mobile assets,

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safeguard fleets, cargo and personnel, and monitor fixed assets in the world’s most hostile and remote areas. Founded in 2001, Satamatics has an extensive worldwide distribution network of value-added resellers, but also supplies direct to end users complete tracking and monitoring solutions (hardware, airtime and mapping) for land transport, oil and gas, and maritime industries.

The acquisition complements the Company’s existing Iridium- and Inmarsat-based tracking solutions. Acquiring Satamatics extends the Company’s satellite capabilities into the growing M2M market using low- cost satellite data terminals, and further strengthens EMS as a market leader in satellite-based applications for tracking people and assets worldwide. We anticipate significant synergies with the Company’s current satellite-based helicopter and military-vehicle tracking businesses. In particular, we expect promising growth for security and logistics applications in the road transport market, particularly in South America, Africa and the Middle East.

With these acquisitions, the Company has the capabilities to adapt products and technologies from one aero-connectivity application to another, enabling the Company to get to market faster and more profitably than companies entering the market today.

Sales and Marketing

Our D&S unit produces highly technical products that are often co-engineered with the customer. For these products, internal personnel with strong engineering backgrounds conduct significant sales efforts. D&S 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&S 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&S 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.

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. Satellite Communications markets its products to major airframe manufacturers, avionics original equipment manufacturers (“OEM”), 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 $19.4 million, $18.8 million and $15.8 million in 2008, 2007 and 2006, 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 both patents and trade-secret procedures to protect our technology and product development efforts. With respect to patents, as of December 31, 2008, we owned 52 currently active U.S. patents, expiring 2009 through 2027, and 26 foreign patents expiring 2012 through 2022. We do not expect that any impending patent expirations

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will have a material effect on our business. In addition, as of December 31, 2008, we had pending applications for approximately 13 U.S. and 21 foreign patents, covering various technology improvements and other current or potential products. While we expect to continue to expand our patent activities, 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 as of December 31, 2008, was $185.9 million, compared with $127.7 million as of December 31, 2007. Many customers of LXE and Satellite Communications’ 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&S, due to the long delivery cycles for its products. The backlog for D&S as of December 31, 2008 was $114.9 million compared with $65.7 million as of December 31, 2007. Approximately 50% of the orders in D&S’s backlog are expected to be filled in 2009.

Manufacturing

For some of our products, particularly those of D&S, 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, or to perform standard tasks at a competitive price leaving our internal resources to focus on providing the quicker response for special needs and skills, and

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

All of our production activities have been ISO 9001:2000 and AS9100 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&S 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, ASICs, FPGAs 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.

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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&S 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&S 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 reportable 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&S competes with specialized divisions of large U.S. industrial concerns, such as Boeing, Lockheed Martin, L3 Communications, DRS Technologies, Inc., Northrop Grumman, Harris Corporation, and BAE, as well as with such non-U.S. companies as COMDEV of the European space market. Some of these companies, as well as others, are both potential competitors for certain contracts and potential customers on other contracts. In addition, D&S 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 Satellite Communications’ markets, our competitors include Thrane & Thrane, Chelton, Ltd., Tecom, and Qualcomm.

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

Employees

As of December 31, 2008, we had approximately 1,200 employees. Approximately 50% of our personnel are directly involved in engineering or manufacturing activities. No employees are represented by a labor union. Management believes that the Company’s relationship with its employees is good. Since December 31, 2008, we have added approximately 160 employees with the acquisitions of Formation and Satamatics.

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 our Satellite Communications segment, must have various approvals from the U.S. Federal Communications Commission and similar agencies in

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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&S 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. All of the LXE products are Restriction of Hazardous Substances (“RoHS”) and Waste Electrical and Electronic Equipment (“WEEE”) compliant. These regulations must be met to market and sell products in all European Union, as well as most Asian, countries.

Our handheld products also must be Specific Absorption Rate (“SARS”) compliant to ensure products worn or used near the body pass a rigorous test which measures the rate at which the body would absorb radio frequency energy.

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&S programs, or use D&S engineers and capabilities to assist our Canadian operations on their products or programs.

EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the executive officers of the Company, and their ages as of December 31, 2008 is set forth below:

Paul B. Domorski, age 52, 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.

Neilson A. Mackay, age 68, was appointed Chief Operating Officer and Executive Vice President of the Company in July 2008. He previously served as Executive Vice President — Strategy from December 2007, and Vice President — Corporate Development and President of SATCOM from March 2007 until December 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.

Gary B. Shell, age 54, was appointed Senior Vice President, Chief Financial Officer and Treasurer in May 2008. He previously served as Vice President, Finance from November 2007 and as Vice President, Corporate Finance (2004-2007), and in those capacities was the Company’s chief accounting officer. He had served as 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.

Timothy C. Reis, age 51, 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

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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.

Perry D. Tanner, age 50, was appointed Vice President of Marketing and Information Management in June 2008. He 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.

Gary M. Hebb, age 48, was named as Vice President Innovation and Strategy in February 2009. He previously had served as Vice President and General Manager of SATCOM from March 2007. He joined SATCOM in 1990, and since then has been given assignments of increasing responsibilities, including appointment as Vice President of Engineering and Business Development in 2000, a position he held until 2007. Before joining SATCOM, Mr. Hebb worked for Rohde & Schwarz on direction-finding systems and at Hermes Electronics, on both software and hardware.

David M. Sheffield, age 47, became Vice President, Finance and Chief Accounting Officer of the Company in August 2008. From 2005 until 2008, Mr. Sheffield served as Vice President, Finance and Accounting, for Allied Systems Holdings, Inc., a vehicle-hauling company providing a range of logistics and other support services to the automotive industry. From 2003 to 2005, he served as Vice President and Chief Accounting Officer for Matria Healthcare, Inc. Mr. Sheffield, a certified public accountant, also held senior accounting and finance positions with Rubbermaid, Gulfstream Aerospace and Safety-Kleen, after beginning his career with Deloitte & Touche LLP.

David A. Smith, age 57, joined the Company as Vice President and General Manager of D&S 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.

William H. Roeder, age 54, currently serves as Senior Vice President, and Acting General Manager of LXE, Inc. Previously, he served in roles at LXE as Deputy General Manager, Vice President of Engineering, Vice President of Marketing, and Vice President of the Transportation Business unit. Before joining the Company, Mr. Roeder spent 11 years with Reliance Electric where he held various positions in engineering and product management.

Joanne Walker, age 44, was appointed Vice President and General Manager of SATCOM in February 2009. Prior to this promotion, she was Vice President of Business Operations for SATCOM from 2005. Ms. Walker joined the Company in 1990 and has been responsible for the manufacturing, supply chain management and operations engineering during the Company’s transition from aerospace research to the mass manufacturing of marketable communication systems. Ms. Walker led major advances in the division’s inventory management and manufacturing processes. She also acted as SATCOM operations manager until 1998 and then as director of business operations until 2005.

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Item 1A. Risk Factors

Our business is subject to certain risks, including the risks described below. This Item 1A does not describe all risks applicable to our business and is intended only as a summary of the most significant factors that affect our operations and the industries in which we operate. More detailed information concerning these and other risks is contained in other sections of this Annual Report on Form 10-K. The risks described below, as well as the other risks that are generally set forth in this Annual Report on Form 10-K, and other risks and uncertainties not presently known to us or that we currently consider immaterial, could materially and adversely affect our business, results of operations and financial condition. Readers of this Annual Report on Form 10-K should take such risks into account in evaluating any investment decision involving our common stock. At any point, the trading price of our common stock could decline, and investors could lose all or a portion of their investment.

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&S. 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. Global financial markets have experienced extreme disruptions in recent months, including, among other things, substantially reduced liquidity and availability of credit. 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&S and Satellite Communications 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.

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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.

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

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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.

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.

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The export license process for space products is 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. 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 $132.5 million, $111.7 million and $82.5 million, or 39.6%, 38.8% and 31.6% of our net sales for 2008, 2007, and 2006, 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 denominated 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; but its costs are predominately in Canadian 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 currency 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

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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.

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&S 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.

We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets, which could cause our earnings to decline.

Most of our sales are on an open credit basis, with typical payment terms of up to 60 days in the United States and, because of local customs or conditions, longer in some markets outside the United States. In the past, certain of our customers have experienced credit problems, up to and including bankruptcy. Although any resulting loss has not been material to date, future losses, if incurred, could harm our business and have an adverse effect on our operating results and financial condition. Additionally, to the degree that the recent turmoil in the credit markets makes it more difficult for some customers to obtain financing, our customers’ ability to pay could be adversely impacted, which in turn could have an adverse impact on our business, operating results, 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 allowances 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 research-related tax incentives. 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 earnings 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

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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 earnings or otherwise fail to perform as expected.

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 or earnings per share to decline. In addition, under newly adopted Statement of Financial Accounting Standards No. 141(R), Business Combinations, which is effective for the Company for business combinations completed after January 1, 2009, we will be required to record certain acquisition-related costs and other items as current period expenses, reducing our reported earnings in the period in which an acquisition is consummated, and to reflect post-closing changes in our estimate of the fair value of contingent consideration as a charge (or credit) to reported earnings. We also may 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 that we made, 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.

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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.

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:

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• 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.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate headquarters, and D&S’s and LXE’s domestic operations are located in four buildings, two of which we own comprising approximately 250,000 square feet of floor space on 21 acres, as well as two that are leased totaling approximately 36,000 square feet (leases to expire in 2009 and 2015), 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.

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). Our newly acquired Formation and Satamatics businesses lease approximately 43,900 and 8,350 square feet of office and manufacturing space located in Moorestown, NJ (lease to expire in 2013) and Tewkesbury, UK (lease to expire in 2012), respectively.

We lease several small sites in the U.S., Europe, Singapore, the UAE, China and Australia for LXE sales offices. 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

No matters were submitted to a vote of security holders during the fourth quarter of 2008.

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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 9, 2009, there were approximately 400 shareholders of record, and the Company believes that there were approximately 2400 beneficial shareholders, based upon broker requests for distribution of Annual Meeting materials. The price range of the stock is shown below:

	2008 Price Range				2007 Price Range
	High		Low		High		Low
First Quarter	$	27.71		27.18	$	21.65		18.72
Second Quarter		22.29		21.63		22.89		18.00
Third Quarter		22.04		21.50		25.89		19.62
Fourth Quarter		26.72		25.00		33.23		23.85

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.

The following table summarizes the Company’s repurchases of its common shares for the year ended December 31, 2008:

ISSUER PURCHASES OF EQUITY SECURITIES

					(c) Total Number		(d) Maximum Number
					of Shares		(or Approxmiate
					Purchased as		Dollar Value) of
					Part of Publicly		Shares that May Yet
	(a) Total Number		(b) Average		Announced		Be Purchased
	of Shares		Price Paid		Plans or		Under the Plans or
Period	Purchased (1)		Per Share		Program (2)		Programs (3)
January 2008 (January 1 to January 26)		980				—
June 2008 (May 25 to June 28)		2,645				—
August 2008 (July 27 to August 23)		37,758	$	21.41		36,700
September 2008 (August 24 to September 27)		181,335		22.30		180,885
October 2008 (September 28 to October 25)		257,041		19.42		256,891
Total		479,759		20.67		474,476	$10.2 million

(1)	The category includes 4,683 shares delivered to us by employees to pay withholding taxes due upon vesting of restricted share awards, and 600 shares purchased from employees under a stock option benefit program.
(2)	This balance represents the number of shares that were repurchased under the Company’s $20 million repurchase program (the Program) which was initially announced on July 30, 2008. Unless terminated earlier by resolution of the Company’s Board of Directors, the Program will expire when the Company has purchased all shares authorized for repurchase. The Program does not obligate the Company to repurchase any particular amount of common shares, and may be suspended or discontinued at any time without notice.
(3)	This balance represents the value of shares that could be repurchased under the Program as of December 31, 2008.

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Item 6. Selected Financial Data

The following table sets forth selected consolidated financial data with respect to our operations. The data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto, which appear immediately following the signature page of this Annual Report on Form 10-K. The statement of operations data for each of the five years ended December 31, 2008, and the related balance sheet data have been derived from the audited consolidated financial statements (in thousands, except per share data).

	Years Ended December 31
	2008			2007			2006			2005			2004
Net sales	$	335,045			287,879			261,119			225,887			201,100
Cost of sales		213,654			175,278			164,611			146,965			130,623
Selling, general and administrative expenses		82,368			74,561			66,335			56,944			49,346
Research and development expenses		19,399			18,773			15,816			11,754			12,034
Operating income		19,624			19,267			14,357			10,224			9,097
Interest income and other		2,430			5,403			2,254			588			1,085
Interest expense		(1,679	)		(1,953	)		(1,921	)		(3,304	)		(1,791	)
Foreign exchange loss, net		(586	)		(1,390	)		(710	)		(288	)		(187	)
Earnings from continuing operations before income taxes		19,789			21,327			13,980			7,220			8,204
Income tax benefit (expense)		682			(2,080	)		1,823			(2,094	)		(2,134	)
Earnings from continuing operations		20,471			19,247			15,803			5,126			6,070
Discontinued operations:
(Loss) earnings from discontinued operations before income taxes		—			(585	)		24,427			(13,971	)		(6,016	)
Income tax benefit (expense)		—			82			(7,222	)		(2,598	)		138
(Loss) earnings from discontinued operations		—			(503	)		17,205			(16,569	)		(5,878	)
Net earnings (loss)	$	20,471			18,744			33,008			(11,443	)		192
Net earnings (loss) per share:
Basic:
From continuing operations	$	1.32			1.25			1.08			0.46			0.55
From discontinued operations		—			(0.03	)		1.18			(1.48	)		(0.53	)
Net earnings (loss)	$	1.32			1.22			2.26			(1.02	)		0.02
Diluted:
From continuing operations	$	1.31			1.24			1.08			0.46			0.54
From discontinued operations		—			(0.03	)		1.17			(1.48	)		(0.52	)
Net earnings (loss)	$	1.31			1.21			2.25			(1.02	)		0.02
Weighted average number of shares outstanding:
Basic		15,452			15,354			14,621			11,179			11,094
Diluted		15,628			15,482			14,679			11,225			11,237

	As of December 31
	2008		2007		2006		2005		2004
Working capital related to continuing operations	$	165,419		198,491		176,570		67,580		68,835
Total assets		327,365		323,800		291,684		225,341		256,953
Long-term debt, including current installments		10,552		13,720		14,857		43,408		61,454
Shareholders’ equity		242,742		247,126		213,083		113,656		126,021

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. The discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those discussed under the caption “Risk Factors” in Item 1A. of this Annual Report on Form 10-K. The historical results of operations are not necessarily indicative of future results.

Overview

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 end-users. We focus on the needs of the mobile information user and the increasing demand for wireless broadband communications. We provide products and services that 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 reportable operating segments:

• Defense & Space (“D&S”) — Develops highly engineered subsystems for defense electronics and sophisticated satellite applications;

• LXE — Provides rugged mobile terminals and wireless data collection equipment for logistics management systems and;

• Satellite Communications — Offers satellite-based communication, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile and emergency management markets. This reportable operating segment includes the previously reported SATCOM segment, and the newly acquired Sky Connect business (please refer to Note 3 of the consolidated financial statements provided immediately following the signature page of this Annual Report on Form 10-K for additional information).

We sell D&S products primarily for defense and space applications. We sell LXE products and the majority of Satellite Communications’ products for commercial applications. Sales of products for U.S. government end-use comprised 40.8%, 24.6% and 21.3% of our net sales in 2008, 2007 and 2006, respectively.

Our sales to customers in the United States accounted for 60.4%, 61.2% and 68.4% of our consolidated net sales in 2008, 2007 and 2006, respectively. The largest single geographic market for our products outside the U.S. has recently been the United Kingdom, which accounted for 8.5%, 7.3% and 5.2% of consolidated net sales in 2008, 2007 and 2006, 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.

Financial and Performance Highlights of 2008

Following is a summary of significant factors affecting the Company in 2008:

• Net sales reached an all-time high of $335.0 million in 2008, a 16.4% increase compared to 2007, mainly due to record sales at Satellite Communications and D&S. Net sales at LXE increased by 5.1% despite the challenging global economic climate.

• Operating income was slightly higher in 2008 as compared with 2007. Part of the revenue increase in 2008 was from SATCOM’s work on the Inmarsat Global satellite/GMS phone project, which was not profitable in 2008. An agreement was reached with Inmarsat in January 2009 and the project has been concluded with the full effect recognized in the fourth quarter of 2008. Operating profits increased for the remainder of Satellite Communications’ business and for Defense & Space in 2008 as compared with 2007. Operating income for LXE was down due to the challenging global economic climate and approximately $1.1 million of severance charges in 2008.

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• Income tax for 2008 was a net benefit of $0.7 million. A $927,000 tax benefit was recognized in 2008 related to revised estimates for research and development costs qualifying for U.S. Federal tax credits from prior years. We also recognized a $1.2 million benefit from the reduction of the valuation allowance against deferred tax assets based upon the continuing profitability of SATCOM.

Description of Net Sales, Costs and Expenses

Net sales

The amount of net sales is generally 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 completed units or complete the installation of our products. If multiple deliverables are involved in a revenue arrangement, or if software included in an offering is more than incidental to a product as a whole, we recognize revenue in accordance with FASB Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, or American Institute of Certified Public Accountants 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&S and to a lesser degree at Satellite Communications), 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. Estimated manufacturing cost-at-completion for each of these contracts is 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. If the customer agreement is in the form of a cost-reimbursement contract, we recognize revenue based on the type of fee specified in the contract, which is typically a fixed fee, award fee or a combination of both.

We also generate net sales from product-related service contracts and repair services for D&S, LXE and Satellite Communications, and engineering services projects for D&S, and to a lesser degree at Satellite Communications. We recognize revenue from product-related service contracts and extended warranties ratably over the life of the contract. We recognize revenue from repair services as services are rendered. 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.

Cost of sales

For our LXE and D&S products, we conduct most of our manufacturing efforts in our Atlanta-area facilities. We manufacture the majority of our Satellite Communications’ 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.

The cost-of-sales percentage is principally a function of competitive conditions, and product and customer mix, but Satellite Communications is also affected by changes in foreign currency exchange rates mainly because the Canadian-based SATCOM business derives most of its net sales from contracts denominated in U.S. dollars, but 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 would increase the cost-of-sales percentage. If the U.S. dollar strengthens, the opposite effect would result. Our LXE business derives a significant portion of its net sales from international markets, mainly in Euros, but incurs most of its costs in U. S. dollars. As the U.S dollar weakens against the Euro and other international currencies, our reported net sales may increase relative to our costs, which would decrease the cost-of-sales percentage. If the U.S. dollar strengthens, the opposite effect would result.

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Service cost of sales is based on labor and other costs recognized as incurred to fulfill obligations under most of our service contracts. Cost of sales for long-term engineering services contracts are based on labor and other 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 expenses are the costs of engaging outside professionals 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&S and Satellite Communications, and we report these costs in the consolidated statements of operations as cost of sales.

Interest income and other

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

Interest expense

We incur interest expense principally related to mortgages on certain facilities, and through the amortization of deferred financing costs related to our revolving credit facilities. We incurred no interest expense in 2007 or 2008 related to borrowings under revolving credit facilities because during those periods we had no borrowings outstanding under these facilities during those periods.

Foreign exchange gains and losses

We recognize foreign exchange gains and losses, mainly in our Satellite Communications and LXE segments, related to assets and liabilities that are denominated in a currency different than the local functional currency. For our Canada-based SATCOM business, most trade receivables are 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. If the U.S. dollar strengthens, the opposite effect on trade payables and foreign exchange gains and losses result.

We regularly assess our exposures to changes in foreign currency 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 Canada, where the effective rate is lower than in the U.S., or other locations. The lower effective rate in Canada results from certain Canadian tax benefits for research-related expenditures.

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Discontinued operations

In 2005 and 2006, we disposed of our former Space & Technology/Montreal (“S&T/Montreal”), Satellite Networks (“SatNet”) and EMS Wireless divisions, which have been reported as discontinued operations. In determining the gain or loss recognized on the sale of our discontinued operations, the accumulated other comprehensive income with respect to those divisions was recognized in net earnings at the time of sale.

The sales agreements for each of these dispositions 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.

Results of Operations

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

	Years Ended December 31
	2008			2007			2006
Product net sales		81.6	%		86.0	%		85.6	%
Service net sales		18.4			14.0			14.4
Net sales		100.0			100.0			100.0
Product cost of sales, as a percentage of product net sales		64.3			61.3			62.4
Service cost of sales, as a percentage of service net sales		61.2			58.6			66.7
Cost of sales		63.8			60.9			63.0
Selling, general and administrative expenses		24.5			25.9			25.4
Research and development expenses		5.8			6.5			6.1
Operating income		5.9			6.7			5.5
Interest income and other		0.7			1.9			0.9
Interest expense		(0.5	)		(0.7	)		(0.7	)
Foreign exchange loss, net		(0.2	)		(0.5	)		(0.3	)
Earnings from continuing operations before income taxes		5.9			7.4			5.4
Income tax benefit (expense)		0.2			(0.7	)		0.7
Earnings from continuing operations		6.1			6.7			6.1
Discontinued operations:
Loss (earnings) from discontinued operations before income taxes		—			(0.2	)		9.3
Income tax benefit (expense)		—			—			(2.8	)
(Loss) earnings from discontinued operations		—			(0.2	)		6.5
Net earnings		6.1	%		6.5	%		12.6	%

Years ended December 31, 2008 and 2007:

Net sales increased by 16.4% to $335.0 million from $287.9 million, for 2008 as compared with 2007, with net sales growth contributed by each of the Company’s three reportable operating segments. Satellite Communications and D&S recorded the largest growth in net sales, with increases of 25.1% and 29.7%, respectively. These increases were mainly due to the strong demand for high-speed-data aeronautical products from both commercial and military markets and the revenues generated from the development of the Inmarsat global satellite/GSM phone by our Satellite Communications segment, and the increased activity on both commercial and military programs by our D&S segment. Net sales for LXE were higher by 5.1% primarily due to growth in net sales from the

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international market along with a favorable effect of changes in exchange rates that increased the reported net sales from international markets.

Product net sales increased by 10.4% to $273.3 million in 2008 as compared with 2007 mainly due to the strong demand for high-speed-data aeronautical products from both commercial and military markets, and higher net sales of terminals and wireless data collection equipment for logistics management systems. Service net sales increased by $21.4 million to $61.8 million in 2008 as compared with 2007 mainly due to significant work performed on a military communications research project by D&S. Service net sales made up a slightly higher percentage of total net sales in 2008 compared with 2007.

Overall cost of sales as a percentage of consolidated net sales increased in 2008 as compared with 2007, due to higher cost-of-sales percentages recorded by each of our three reportable segments. Product cost of sales as a percentage of its respective net sales increased in 2008 as compared with 2007, mainly due to a higher percentage of net sales generated from indirect channels at LXE, and the revenues generated in 2008 by Satellite Communications related to an agreement to develop the Inmarsat global satellite/GSM phone, that did not generate gross margin. An agreement was reached with Inmarsat in January 2009 and the project has been concluded with the full effect recognized in the fourth quarter of 2008. Service cost of sales as a percentage of its respective net sales increased in 2008 as compared with 2007, mainly due to a higher percentage of net sales generated by D&S, which has a higher cost-of-sales percentage than our LXE and Satellite Communications segments.

SG&A expenses as a percentage of consolidated net sales were lower in 2008 as compared with 2007. The $7.8 million growth in actual expenses related to the effect of changes in foreign currency exchange rates that increased the reported costs of the international activities at LXE, and sales-related efforts, such as selling and marketing, to support the growth in net sales. SG&A expenses also included additional costs from our Trux and Sky Connect operations which were acquired in February and August 2008, respectively, as well as approximately $1.1 million of severance costs primarily related to staff reductions in LXE’s international operations that occurred during 2008. These additional costs were partially offset by the impact of management’s cost-reduction efforts at LXE which began in the second quarter of 2008.

R&D expenses increased by $0.6 million mainly due to additional internal development programs for next-generation products at SATCOM, and the effect of changes in foreign currency exchange rates on its reported costs.

Interest income decreased by $3.0 million mainly as a result of lower average interest rates earned on our investment balances and to a lesser extent the decrease in the average investment balances.

Our foreign currency forward contract program was somewhat more effective in reducing the currency risk in 2008, resulting in smaller foreign currency exchange losses in 2008 as compared with 2007.

Income tax for 2008 was a net benefit of $0.7 million. A $0.9 million tax benefit was recognized in 2008 related to revised estimates for research and development costs qualifying for U.S. Federal tax credits from prior years. We also recognized a $1.3 million benefit in 2008 from the reduction of the valuation allowance against deferred tax assets based upon the expected continuing profitability of SATCOM. Excluding these special items, our effective income tax rate for 2008 was 7.7%. The rate was 9.8% for the year ended December 31, 2007. The decrease in the estimated annual rate is due to a higher proportion of earnings in Canada, where we have a much lower effective rate than in the U.S. or other locations due to research-related tax benefits. The effective tax rate for 2009 is expected to be less than 10%.

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. Satellite Communications and D&S recorded the largest growth in net sales through 2007, 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 Satellite Communications, and of increased activity by D&S on U.S. military programs, and on a new commercial satellite program by D&S. 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.

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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 Satellite Communications 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&S. 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 Satellite Communications 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 Satellite Communications, 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 Satellite Communications’ lower material costs and more favorable product mix, as well as improved contract performance by D&S. 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 Satellite Communications and LXE.

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 currency exchange rates on the reported costs of LXE and Satellite Communications, and (3) an increase of approximately $550,000 in the allowance for doubtful accounts at Satellite Communications.

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 Satellite Communications. R&D expenses also increased due to the effect of changes in foreign currency exchange rates on the reported costs of Satellite Communications.

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 division 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 Satellite Communications) 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.

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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, 2008, 2007 and 2006 were as follows (in thousands, except percentages):

	Years Ended December 31
	2008			2007			2006
Net sales:
Defense & Space	$	76,643			59,090			52,416
LXE		145,885			138,821			138,001
Satellite Communications		112,517			89,968			70,702
Total	$	335,045			287,879			261,119
Cost-of-sales percentage:
Defense & Space		77.0	%		75.4	%		79.1	%
LXE		60.3			58.0			58.5
Satellite Communications		58.4			55.9			59.4
Total		63.8			60.9			63.0
Operating income (loss):
Defense & Space	$	6,381			4,876			2,572
LXE		2,861			7,067			11,043
Satellite Communications		14,187			12,189			6,170
Corporate		(3,805	)		(4,865	)		(5,428	)
Total	$	19,624			19,267			14,357

Defense & Space: Net sales reached an all-time-high of $76.6 million in 2008, an increase of 29.7% as compared with 2007. Customer orders in 2008 were a record $125.7 million. This increased sales order volume contributed to the increase in net sales as it allowed Defense & Space to expand its workforce to meet the order demand. A large military research project in 2008 was an individually significant contributor to the net sales increase. The strong order volume also left Defense & Space with a record backlog for long-term contracts of $114.9 million at December 31, 2008, a 75% increase from December 31, 2007. Net sales in 2007 increased by 12.7% as compared with 2006, mainly due to increased activity on U.S. military programs, and a significant commercial satellite program that began in 2007. With the higher backlog at December 31, 2008, net sales are expected to increase in 2009.

Cost of sales as a percentage of net sales was higher in 2008 as compared with 2007 as a result of a less favorable mix of contracts and an increase in the use of subcontractors to meet scheduling demands for certain military programs. Cost of sales as a percentage of net sales was lower in 2007 as compared with 2006 mainly due to improved contract performance in 2007.

Operating income improved by $1.5 million in 2008, and by $2.3 million in 2007, as compared with the prior years primarily due to a higher margin contribution from an increase in net sales generated in both 2008 and 2007. Operating income also improved in 2007 as compared with 2006 due to a lower cost-of-sales percentage in 2007. Operating income, as a percentage of net sales, was 8.3% in both 2008 and 2007, and was 4.9% in 2006.

LXE: Net sales in 2008 and in 2007 increased as compared with the preceding year resulting from an increased number of terminals shipped in the international markets, along with a favorable effect of changes in exchange rates that increased the reported net sales from international markets. Increased international sales more than offset the decline in net sales in the Americas. We believe that the softer Americas market reflects slower capital spending in a sluggish economy. The global economy may continue to be sluggish through 2009, which could delay capital spending decisions in both of LXE’s markets.

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Cost of sales as a percentage of net sales was higher in 2008 as compared with 2007 mainly as a result of a higher percentage of net sales generated from indirect channels, which has a higher cost-of-sales percentage than net sales generated from direct sales channels, partially offset by the favorable effects of changes in international currencies that increased our reported international net sales. Cost of sales as a percentage of net sales declined slightly in 2007 as compared with 2006, mainly due to lower repair rates experienced under existing maintenance contracts.

Operating income decreased by $4.2 million in 2008 as compared with 2007 primarily due to a lower margin contribution resulting from a less favorable cost-of-sales percentage, and an increase in SG&A expenses. SG&A expenses increased in 2008, as compared with 2007, mainly as a result of the unfavorable effects of changes in foreign currency exchange rates, as well as approximately $1.1 million of severance costs primarily related to staff reductions in LXE’s international operations in 2008. The increase in SG&A costs were partially offset by the impact of management’s cost reduction efforts begun in the second quarter of 2008. Operating income declined by $4.0 million in 2007 as compared with 2006, mainly due to higher SG&A expenses. SG&A expenses increased from the expansion of marketing and distribution in international markets, the effect of changes in foreign currency exchange rates, and the upgrade of LXE’s enterprise resource planning system in 2007. Operating income, as a percentage of net sales, decreased to 2.0% in 2008 from 5.1% in 2007, and decreased to 5.1% in 2007 from 8.0% in 2006.

Satellite Communications: Record net sales of $112.5 million were reported for 2008, an increase of 25.1% as compared with 2007, mainly as a result of the strong demand for high-speed-data aeronautical products from both commercial and military markets, and revenues generated from the development of the Inmarsat global satellite/GSM phone. Net sales increased by 27.2% in 2007 as compared with 2006 due to a strong market for Satellite Communications’ aeronautical products, especially in the corporate jet market, as well as a major emergency management project begun at the end of 2006.

Cost of sales as a percentage of net sales was higher for 2008 as compared with 2007. The increase in cost of sales percentage was mainly related to cost increases on the Inmarsat global satellite/GSM phone project. In the second quarter of 2008, a $2.3 million reduction of revenue was recorded resulting from an increase in estimated costs to complete the development efforts on this project, and in the fourth quarter of 2008, a $3.4 million charge was recorded related to an agreement to conclude Satellite Communications’ work on this project. These items that unfavorably affected the cost-of-sales percentage were partially offset by a more favorable product mix. Cost of sales, as a percentage of net sales, decreased in 2007 as compared with 2006 mainly due to lower material costs, and a more favorable product mix.

Operating income increased by $2.0 million in 2008 as compared with 2007 primarily due a higher margin contribution from an increase in net sales generated in 2008. Operating income as a percentage of net sales declined slightly to 12.6% in 2008 from 13.5% in 2007. Operating income increased by $6.0 million in 2007 as compared with 2006, primarily due to a higher margin contribution from an increase in net sales generated in 2007 and a lower cost-of-sales percentage. Operating income as a percentage of net sales increased to 13.5% in 2007 from 8.7% in 2006.

Discontinued Operations: In 2005 and 2006, we disposed of our former S&T/Montreal, SatNet, and EMS Wireless divisions, which have been reported as discontinued operations. The sales agreements for each of these disposals contains 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. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted claims under such representations and warranties. We do not believe that sufficient information exists to evaluate such claims, and cannot reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded for this potential liability as of December 31, 2008.

Discontinued operations had no net effect on our net earnings in 2008 and reported a loss before income taxes of $585,000 in 2007, 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. In 2006, our discontinued operations reported pre-tax earnings of $24.4 million, which included a $26.9 million gain on the sale of EMS Wireless. This

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gain was partially offset by an operating loss from SatNet through its date of disposition, and costs resulting from the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.

Liquidity and Capital Resources

During 2008, cash and cash equivalents decreased by $47.0 million to $87.0 million at December 31, 2008. The primary uses of cash during the period included $31.6 million of cash used to acquire our Trux and Sky Connect businesses, $13.9 million for purchases of capital equipment and the expansion of D&S’s facility, and $9.8 million to repurchase common shares under our share repurchase program.

Continuing operating activities contributed $16.5 million in positive cash flows. Net earnings of $20.5 million and noncash charges, primarily depreciation and amortization of $12.5 million and stock-based compensation of $2.3 million, were partially offset by increases in working capital.

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 significant collections of receivables by D&S 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 our former 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, have 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 being used, along with the available credit facility borrowings, to pursue strategic opportunities in markets and products.

On February 29, 2008, we entered into a new revolving credit agreement with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit and Canadian revolving credit agreements. Under the new agreement, we have $60.0 million total capacity for borrowing in the U.S. and $15.0 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 $50.0 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitments. The credit agreement provides for borrowings through February 28, 2013, with no principal payments required prior to that date. The credit agreement is secured by substantially all of our tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages, other permitted liens and for certain assets in foreign countries.

As of December 31, 2008, we had no borrowings outstanding under this facility. We had $2.0 million of outstanding letters of credit at December 31, 2008, and the net total available for borrowing under our revolving credit facility was $73.0 million.

We expect that capital expenditures in 2009 will range from $20 million to $22 million, excluding acquisitions of businesses. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity, and to expand D&S’s existing facility to accommodate its growing business.

Management believes that existing cash and cash equivalent balances, cash provided from operations, and borrowings available under our credit agreement will provide sufficient liquidity to meet the operating and capital expenditure needs for existing operations during the next 12 months.

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On July 29, 2008, our Board of Directors authorized a stock repurchase program for up to $20.0 million of our common shares. In 2008, we repurchased approximately 474,000 of our common shares for approximately $9.8 million.

During 2008, we completed acquisitions of two entities. The cost of the acquired entities was approximately $33 million, which could potentially increase by up to $3.5 million based upon an acquired entity achieving certain performance targets for 2009. Please refer to Note 3 of the consolidated financial statements provided immediately following the signature page of this Annual Report on Form 10-K for additional information.

Subsequent to December 31, 2008, we used approximately $45 million of cash and $41 million of borrowings under our revolving credit agreement to acquire Formation, Inc. of Moorestown, New Jersey, and Satamatics Global Limited, of Tewkesbury, UK. The cost of the acquired entities was approximately $86 million, which could potentially increase by up to approximately $15 million based upon achieving certain performance targets for 2009 and 2010, and is subject to adjustment upon finalizing the closing balance sheet for Satamatics. Refer to Note 3 of the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Off-Balance Sheet Arrangements

We have $2.0 million of standby letters of credit outstanding under our revolving credit facility to satisfy performance guarantee requirements under certain customer contracts. While these obligations are not normally called, they could be called by the beneficiaries at any time before the expiration date, if we fail to meet certain contractual requirements. After deducting the outstanding letters of credit, as of December 31, 2008 we had $60.0 million available for borrowing in the U.S. and $13.0 million available for borrowing in Canada under the revolving credit agreement.

During 2008, we completed acquisitions of two entities for approximately $33 million, and we completed acquisitions of two additional entities subsequent to December 31, 2008 for approximately $86 million. The total purchase price for these entities could potentially increase by up to $18.5 million based upon certain of the acquired entities achieving certain performance targets for 2009 and 2010. Of the total purchase price, $16.0 million of cash was deposited in escrow through an escrow agent. The amount in escrow is payable to the sellers within approximately 18 months following the respective dates of acquisition, subject to claims we may make against the sellers.

The sales agreements for the disposal of our former S&T/Montreal, SatNet, and EMS Wireless divisions 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 purchasers and us. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted that it may have claims under such representations and warranties. We do not believe that sufficient information exists to evaluate such claims, and cannot reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded for this potential liability as of December 31, 2008.

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Commitments and Contractual Obligations

Following is a summary of the Company’s material contractual cash commitments as of December 31, 2008 (in thousands):

	Payments due by period
			Less than		1-3		4-5		After 5
	Total		1 year		years		years		years
Long-term debt, excluding capital lease obligations (1)	$	10,542		1,294		2,830		3,363		3,055
Capital lease obligations		10		8		2		—		—
Operating lease obligations		21,978		4,142		6,605		4,315		6,916
Acquisition costs for earn-out provisions		1,500		1,500		—		—		—
Deferred compensation agreements		584		122		281		81		100
FIN 48-Uncertain tax positions		2,949		2,949		—		—		—
License to acquire satellite service		8,000		1,000		2,000		2,000		3,000
Purchase commitments (2)		45,534		40,495		5,039		—		—

(1)	Excludes interest payments on long-term debt. Future interest expense is unpredictable and varies depending on the level of borrowings outstanding, and the timing of repayments, and therefore has not been included from the above table. Interest payments in 2008 were approximately $1.1 million. There was no accrued interest at December 31, 2008.
(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.

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

Revenue recognition for fixed-price, long-term contracts is a critical accounting policy involving significant management estimates by D&S and Satellite Communications. 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

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period. As of December 31, 2008, the Company had recognized a cumulative total of $31.0 million in revenues from continuing operations under percentage-of-completion accounting, for 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&S 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 Satellite Communications), in which case we recognize revenue in accordance with either FASB EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, or AICPA Statement of Position No. 97-2, Software Revenue Recognition, as applicable. Net sales do not include sales tax collected.

Inventory valuation

We reduce the carrying amount of our inventory for estimated obsolete and slow-moving inventory to its estimated net realizable value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional adjustments could be required. Such adjustments reduce the inventory’s cost basis, and the cost basis is not increased upon any subsequent improvement in the inventory aging.

Business combinations

We account for business combinations in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Under those provisions, the Company allocates the cost of an acquired entity to the assets acquired based on their estimated fair values at the date of acquisition. The cost to be allocated includes consideration paid to the sellers, including cash and the fair value of assets distributed; the fair value of liabilities assumed; and direct costs of the business combination (e.g., legal and professional fees). Indirect and general expenses related to business combinations are expensed as incurred. Certain agreements to acquire entities include potential additional consideration that is payable contingent on the acquired company maintaining or achieving specified earnings levels in future periods. When the contingency is resolved and additional consideration is distributable, we record the fair value of the consideration issued or issuable as an additional cost of the acquired entity. SFAS No. 141(R) Business Combinations, discussed under the caption “Effect of New Accounting Pronouncements” below, will change our accounting for business combinations effective January 1, 2009.

An intangible asset is recognized as an asset apart from goodwill if it arises from contractual or other legal rights or if it is separable, that is, it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged. Goodwill represents the excess of the cost of each acquired entity over the amounts assigned to the tangible and identifiable intangible assets acquired and liabilities assumed. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets acquired in a business combination and determined to have indefinite useful lives are not being amortized, but instead are evaluated for impairment annually, and between annual tests if an event occurs or circumstances change which indicate that the asset might be impaired.

The Company completes its annual evaluation of goodwill for impairment in the fourth quarter of each fiscal year. SFAS No. 142 requires that if the fair value of a reporting unit is less than its carrying amount, including goodwill, further analysis is required to measure the amount of the impairment loss, if any. The amount by which the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the reporting unit’s goodwill, determined in accordance with SFAS No. 142, is to be recognized as an impairment loss.

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In accordance with SFAS No. 142, intangible assets, other than those determined to have an indefinite life, are amortized to their estimated residual values on a straight-line basis over their estimated useful lives. These intangible assets are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of an asset to be held and used is measured by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. An asset to be disposed of would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. 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.

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.

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 related 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. The amounts we have accrued related to the expected resolution of the dispositions of discontinued operations that could vary from the actual amounts.

Management believes that it is reasonably possible, but not probable, that additional accruals may be made, in particular, for a potential liability resulting from claims under representations and warranties asserted by the purchaser of EMS Wireless. The Company does not believe that sufficient information exists to evaluate such claims, and cannot reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded for this potential liability as of December 31, 2008.

Income taxes

As part of the process of preparing our consolidated financial statements, we are required to determine income taxes related to each of the jurisdictions in which we operate. This process involves estimating current tax expense, together with assessing temporary differences resulting from differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. These differences result in deferred tax assets and liabilities in our consolidated balance sheet.

For all deferred tax assets that exist in relation to an uncertain tax position, we must determine the amount of that benefit to recognize in accordance with the recognition and measurement provisions of FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109. This determination requires judgments to be made regarding the likelihood that the position would be sustained upon examination based on the technical merits of the position and estimates of the amount to be realized upon settlement. A portion of the unrecognized tax benefits that exist at December 31, 2008 would affect our effective tax rate in the future if recognized.

We must also assess the likelihood that the deferred tax assets in each jurisdiction will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance against the deferred tax assets. In determining the required level of valuation allowance, we consider whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. This assessment is based on management’s expectations as to whether sufficient taxable income of an appropriate character will be realized

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within tax carryback and carryforward periods. Our assessment involves estimates and assumptions about matters that are inherently uncertain, and unanticipated events or circumstances could cause actual results to differ from these estimates. Should we change our estimate of the amount of deferred tax assets that we would be able to realize, a change to the valuation allowance would result in an increase or decrease to the provision for income taxes in the period in which such change in estimate was made.

Our most significant amount of deferred tax assets relates to our Canadian operations, primarily from research-related tax benefits. A valuation allowance has been established for a portion of the Canadian deferred 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. As a result, 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, during 2006 and 2005, we released $1.7 million and $400,000, respectively, of the valuation allowance since we expected to utilize additional research-related deferred tax assets. We did not further reduce the valuation allowance in 2007 because we concluded that no additional taxable income could be reliably estimated to realize any additional deferred tax assets. 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, were among the factors considered by management. In 2008, the uncertainty relating to the harmonization was resolved and our Canadian operation continued profitability. Therefore, an additional $1.3 million of the valuation allowance was released based on projected taxable income in the relatively near term. Due to the length of time until all of the deferred tax assets would be realized and the uncertainty that exists in the current global economy, the release in 2008 was limited to that amount. The valuation allowance may be reduced further in the future — resulting in an income tax benefit to future consolidated statements of operations — if profitability expectations for our Canadian operations 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 currency 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;

• risk that the recent turmoil in the credit markets may make it more difficult for some customers to obtain financing and adversely affect their ability to pay, which in turn could have an adverse impact on our business, operating results, and financial condition;

• development of successful working relationships with local business and government personnel in connection with distribution and manufacture of products in foreign countries;

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• 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;

• 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 SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. The Company prospectively adopted the effective provisions of SFAS No. 157 on January 1, 2008, as required for financial assets and liabilities. The adoption has not had a material impact on the Company’s 2008 consolidated financial statements. In accordance with SFAS No. 157, the Company has expanded its disclosures regarding the fair values of financial assets and liabilities.

In February 2008, the FASB issued 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 for the Company. The implementation of SFAS No. 157 for the Company’s nonfinancial assets and nonfinancial liabilities is not expected to have a material impact on the Company’s 2009 consolidated financial statements. However, the determination of fair value for purposes of accounting for business combinations and for conducting periodic assessments of goodwill and other long-lived assets for impairment will be made using the definition of fair value prescribed by SFAS No. 157.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No.141(R) significantly changes the accounting for business combinations for which the acquisition date is on or after January 1, 2009, by requiring an acquiring entity to recognize all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair value. Additionally, SFAS No. 141(R) modifies the accounting treatment for certain specified items related to business combinations (e.g., acquisition-related costs, restructuring costs, research and development assets, contingent consideration, and changes in valuation allowances for deferred tax assets), and requires a substantial number of new disclosures. SFAS No. 141(R) is effective for the Company for business combinations for which the acquisition date is on or after January 1, 2009, and earlier adoption is prohibited. The Company adopted SFAS No. 141(R) on January 1, 2009. SFAS No. 141(R) will not affect the accounting for business combinations for which the acquisition date is prior to January 1, 2009, except that changes, if any, in the valuation allowance against deferred tax assets will be reflected in income tax expense. Any costs incurred as of December 31, 2008, related to potential acquisitions that did not have an acquisition date on or prior to December 31, 2008, that are included as an asset as of that date as required by the provisions of SFAS No. 141, Business Combinations, the predecessor to SFAS No. 141(R), will be reflected as an expense as of January 1, 2009. The Company estimates the expense to be reported in the first quarter of 2009 to be approximately $2.2 million. The Company is evaluating the additional effects, if any, the implementation of SFAS No. 141(R) will have on the Company’s consolidated financial statements in 2009.

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 as an other item outside of permanent equity. In addition, it requires that the amount of consolidated net earnings attributable to the parent and to the noncontrolling interests be clearly identified and presented on the face of the statements of operations. SFAS No. 160 is effective for 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.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-An Amendment of SFAS No. 133. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for periods beginning after November 15, 2008, with early application encouraged. The Company’s adoption of SFAS No. 161 is not expected to have a material impact on its 2009 consolidated financial statements.

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In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of FSP No. 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other U.S. generally accepted accounting principles. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Useful lives assigned to intangible assets acquired after this date will be based on the guidance contained in FSP No. 142-3. The Company’s adoption of FSP No. 142-3 is not expected to have a material impact on its 2009 consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As of December 31, 2008, the Company had the following market risk sensitive instruments (in thousands):

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 (a weighted-average rate of 1.05% as of December 31, 2008) $ 78,937

A 100 basis point change in the interest rates of our market risk sensitive instruments would have changed interest income by approximately $833,000 for the year based upon their respective average outstanding balances.

As of December 31, 2008, the Company also had intercompany accounts that eliminate in consolidation but that are considered market risk sensitive instruments because they are denominated in a currency other than the local functional currency. 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)
Sweden	0.1278 /Krona	$	1,063
Australia	0.7114 /Dollar		937
Canada	0.8210 /Dollar		418
Netherlands	1.3969 /Euro		245
United Kingdom	1.4593 /Pound		135
France	1.3969 /Euro		84
Belgium	1.3969 /Euro		74
Italy	1.3969 /Euro		61
Germany	1.3969 /Euro		39
Total intercompany payable subject to foreign currency risk		$	3,056

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As of December 31, 2008, the Company has foreign currency risks associated with forward contracts 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)		19,000	USD		1.1603	$	(1,143	)
Swedish Krona (sell for U.S. dollars)		3,200	SEK		0.1229		(16	)
						$	(1,159	)

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

The Company’s revolving credit agreement includes variable interest rates based on the lead bank’s prime rate or the then published LIBOR for the applicable borrowing period. There were no balances outstanding as of December 31, 2008. However, as of March 11, 2009, the Company had approximately $29 million and $12 million of borrowings outstanding under its U.S. and Canadian revolving credit agreements, respectively.

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 and incorporated herein by this reference.

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, 2008, 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, 2008.

(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 scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s businesses except for Sky Connect LLC’s operations acquired in August 2008. Sky Connect constituted approximately $19.6 million of the total assets and $4.2 million of the total revenues included in the Company’s consolidated financial statements as of and for the year ended December 31, 2008. Further discussion of this acquisition can be found in Note 3 of our consolidated financial statements. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of

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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, 2008 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, 2008, 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 2008 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, 2008, 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 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, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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EMS Technologies, Inc. acquired Sky Connect LLC during 2008, and management excluded from its assessment of the effectiveness of EMS Technologies, Inc.’s internal control over financial reporting as of December 31, 2008, Sky Connect LLC’s internal control over financial reporting associated with total assets of $19.6 million and total revenues of $4.2 million included in the consolidated financial statements of EMS Technologies, Inc. and subsidiaries as of and for the year ended December 31, 2008. Our audit of internal control over financial reporting of EMS Technologies, Inc. also excluded an evaluation of the internal control over financial reporting of Sky Connect LLC.

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, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated March 16, 2009 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Atlanta, Georgia
March 16, 2009

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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 2009 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 2009 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, 2008:

					(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		732,754	$	20.13		1,801,000
Equity compensation plans not approved by security holders		175,325	$	19.55		74,732
Total		908,079	$	20.02		1,875,732

All other information called for by this Item will be contained in the Company’s definitive Proxy Statement for its 2009 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 2009 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 2009 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, 2008, 2007 and 2006

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, 2008, 2007 and 2006
			Additions
	Balance at		charged to									Balance
	beginning		costs and									at end
Classification	of year		expenses			Deductions			Other			of year
Allowance for Doubtful Accounts:
2006	$	588		500			(347	)(a)		—			741
2007		741		1,404			(1,041	)(a)		—			1,104
2008		1,104		278			(587	)(a)		61	(b)		856
Valuation Allowance for Deferred Tax Assets:
2006	$	46,969		307	(c)		(14,355	)(d)		—			32,921
2007		32,921		16,222	(c)		(49	)		—			49,094
2008		49,094		—			(20,545	)(e)		—			28,549
Valuation Allowance for Assets Held for Sale:
2006	$	6,200		—			(6,200	)(f)		—			—

(a)	Deductions represent receivables that were charged off to the allowance or recovered during the year.
(b)	Includes the balances at the date of acquisition for new businesses acquired during 2008.
(c)	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. The 2007 changes 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.
(d)	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.
(e)	The decrease in the valuation allowance in 2008 was attributable primarily to utilization of carryforwards with current period taxable income ($4.1 million), reduction of existing carryforwards as a result of revisions to amounts available ($5.9 million), the effect of changes in foreign currency exchange rates ($9.2 million) and a release of a portion of the beginning-of-the-year valuation allowance based on revisions to projected taxable income in the relatively near term ($1.3 million), supported by actual continuing profitability in the past several years.
(f)	The 2006 reduction in the allowance was 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).

2.3 Agreement and Plan of Merger dated as of December 11, 2008, by and among EMS Technologies, Inc., EMS Acquisitions, Inc., Formation, Inc., and Nimm Evatt solely as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K dated January 9, 2009).

2.4 Share Purchase Agreement dated as of November 20, 2008, by and among the Company, EMS Acquisition Company Limited, Satamatics Global Limited, and other various parties (incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K dated February 13, 2009).

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 November 2, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008).

4.1 EMS Technologies, Inc. Shareholder Rights Plan dated as of April 6, 1999, as amended November 2, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

4.2 Amendment No. 1, dated July 29, 2008, to Credit Agreement among the Company and EMS Technologies Canada, LTD., the lenders party thereto, and Bank of America as Domestic and Canadian Administrative Agent (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008).

4.3 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 6, 2008).

4.4 Amendment dated February 19, 2009, to the Company’s 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. *

4.5 Domestic Revolving Note, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

4.6 Domestic Pledge Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

4.7 Domestic Security Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

4.8 Canadian Revolving Note, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

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4.9 Canadian Pledge Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

4.10 Canadian Security Agreement, dated February 29, 2008, issued by the Company, pursuant to the credit agreement dated as of February 29, 2008. *

4.11 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).

10.1 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).

10.2 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).

10.3 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).

10.4 Form of Amendment, December 15, 2008, to Agreement, effective as of June 2, 2006, between the Company and Paul Domorski. *

10.5 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).

10.6 Form of Amendment, December 15, 2008, to Agreement between the Company and each of its executive officers other than the Chief Executive Officer, related to certain change-of-control events. *

10.7 EMS Technologies, Inc. Officers’ Deferred Compensation Plan, as amended and restated October 30, 2008. *

10.8 EMS Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated October 30, 2008. *

10.9 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).

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

10.11 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 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.12 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).

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10.13 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).

10.14 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).

10.15 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).

10.16 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).

10.17 Form of Restricted Stock Award Memo evidencing shares of stock issued, subject to certain restrictions, to employees under the 2000 Stock Incentive Plan, together with related Terms of Restricted Stock, Form 5-02-08. *

10.18 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 (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.19 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. 20 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 (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.21 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 (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

10.22 Form of Indemnification Agreement between the Company and each of its directors. *

10.23 Form of Indemnification Agreement between the Company and each of Don T. Scartz, Timothy C. Reis, Gary B. Shell, Neilson A. Mackay and the Company’s Vice President and Chief Accounting Officer. *

10.24 EMS Technologies, Inc. Executive Annual Incentive Compensation 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).

10.26 Compensation Arrangements with Certain Executive Officers (incorporated by reference to Exhibit 10.1 to

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the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008).

10.27 Letter Agreement dated May 2, 2008, between the Company and Don T. Scartz (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008).

10.28 Supplemental Retirement Income Agreement, dated November 16, 2007, between the Company and Don T. Scartz (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).

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

10.30 Letter Agreement dated May 1, 2008, between the Company and James S. Childress (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008).

10.31 Form of Restricted Stock Award Restriction Agreement under the 2007 Stock Incentive Plan, entered between the Company and Gary B. Shell, Senior Vice President and Chief Financial Officer, and in substantially similar form with its Vice President and Chief Accounting Officer and one of its non-executive employees. *

14.1 EMS Technologies, Inc. Code of Business Ethics and Conduct, as revised February 6, 2004. *

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. *

32.1 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: 3/16/09
	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 Paul B. Domorski	President and Chief Executive Officer, and Director (Principal Executive Officer)	3/16/09
/s/ Gary B. Shell Gary B. Shell	Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)	3/16/09
/s/ David M. Sheffield David M. Sheffield	Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	3/16/09
/s/ Hermann Buerger Hermann Buerger	Director	3/16/09
/s/ Francis J. Erbrick Francis J. Erbrick	Director	3/16/09
/s/ John R. Kreick John R. Kreick	Director	3/16/09
/s/ John B. Mowell John B. Mowell	Director, Chairman of the Board	3/16/09
/s/ Thomas W. O’Connell Thomas W. O’Connell	Director	3/16/09
/s/ Bradford W. Parkinson Bradford W. Parkinson	Director	3/16/09
/s/ Norman E. Thagard Norman E. Thagard	Director	3/16/09
/s/ John L. Woodward, Jr. John L. Woodward, Jr.	Director	3/16/09

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		55
Consolidated Statements of Operations — Years ended December 31, 2008, 2007 and 2006		56
Consolidated Balance Sheets — December 31, 2008 and 2007		57
Consolidated Statements of Cash Flows — Years ended December 31, 2008, 2007 and 2006		59
Consolidated Statements of Shareholders’ Equity and Comprehensive Income — Years ended December 31, 2008, 2007 and 2006		60
Notes to Consolidated Financial Statements		61

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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, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule included in Item 15(a)2. 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, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, 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 7 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), EMS Technologies, Inc.’s internal control over financial reporting as of December 31, 2008, 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 16, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP

Atlanta, Georgia
March 16, 2009

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

	Years Ended December 31
	2008			2007			2006
Product net sales	$	273,268			247,504			223,512
Service net sales		61,777			40,375			37,607
Net sales		335,045			287,879			261,119
Product cost of sales		175,836			151,611			139,517
Service cost of sales		37,818			23,667			25,094
Cost of sales		213,654			175,278			164,611
Selling, general and administrative expenses		82,368			74,561			66,335
Research and development expenses		19,399			18,773			15,816
Operating income		19,624			19,267			14,357
Interest income and other		2,430			5,403			2,254
Interest expense		(1,679	)		(1,953	)		(1,921	)
Foreign exchange loss, net		(586	)		(1,390	)		(710	)
Earnings from continuing operations before income taxes		19,789			21,327			13,980
Income tax benefit (expense)		682			(2,080	)		1,823
Earnings from continuing operations		20,471			19,247			15,803
Discontinued operations:
(Loss) earnings from discontinued operations before income taxes		—			(585	)		24,427
Income tax benefit (expense)		—			82			(7,222	)
(Loss) earnings from discontinued operations		—			(503	)		17,205
Net earnings	$	20,471			18,744			33,008
Net earnings (loss) per share:
Basic:
From continuing operations	$	1.32			1.25			1.08
From discontinued operations		—			(0.03	)		1.18
Net earnings	$	1.32			1.22			2.26
Diluted:
From continuing operations	$	1.31			1.24			1.08
From discontinued operations		—			(0.03	)		1.17
Net earnings	$	1.31			1.21			2.25
Weighted-average number of shares:
Basic		15,452			15,354			14,621
Diluted		15,628			15,482			14,679

See accompanying notes to consolidated financial statements.

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

	December 31
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	86,979		133,959
Trade accounts receivable, net of allowance for doubtful account of $856 in 2008 and $1,104 in 2007		65,831		61,084
Costs and estimated earnings in excess of billings		30,485		24,001
Inventories		35,670		28,949
Deferred income taxes		1,632		1,868
Other current assets		12,184		7,196
Total current assets		232,781		257,057
Property, plant and equipment:
Land		1,150		1,150
Buildings and leasehold improvements		16,238		15,954
Machinery and equipment		92,100		87,377
Furniture and fixtures		10,059		9,665
Total property, plant and equipment		119,547		114,146
Less accumulated depreciation and amortization		78,975		74,223
Net property, plant and equipment		40,572		39,923
Deferred income taxes		7,318		5,490
Goodwill		31,402		9,982
Other intangible assets, net of accumulated amortization of $8,219 in 2008 and $7,256 in 2007		11,166		5,837
Other assets		4,126		5,511
Total assets	$	327,365		323,800

See accompanying notes to consolidated financial statements.

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

	December 31
	2008			2007
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	1,302			3,174
Accounts payable		25,361			20,689
Billings in excess of contract costs and estimated earnings		8,172			6,643
Accrued compensation and retirement costs		14,456			13,725
Deferred service revenue		7,998			8,578
Other current liabilities		10,073			5,757
Total current liabilities		67,362			58,566
Long-term debt, excluding current installments		9,250			10,546
Other liabilities		8,011			7,562
Total liabilities		84,623			76,674
Shareholders’ equity:
Preferred stock of $1.00 par value per share; Authorized 10,000 shares; none issued		—			—
Common stock of $.10 par value per share; Authorized 75,000 shares, issued and outstanding 15,188 in 2008 and 15,581 in 2007		1,519			1,558
Additional paid-in capital		133,270			139,727
Accumulated other comprehensive (loss) income — foreign currency translation adjustment		(5,500	)		12,859
Retained earnings		113,453			92,982
Total shareholders’ equity		242,742			247,126
Commitments and contingencies
Total liabilities and shareholders’ equity	$	327,365			323,800

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
	2008			2007			2006
Cash flows from operating activities:
Net earnings	$	20,471			18,744			33,008
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		12,498			9,666			8,864
Deferred income taxes		(2,400	)		887			(3,178	)
Gain on sale of assets		(64	)		(1	)		(352	)
Loss (gain) from discontinued operations		—			503			(17,205	)
Stock-based compensation expense		2,339			1,727			987
Tax benefit for exercise of stock options		203			643			213
Excess tax benefits from stock-based compensation		(75	)		(24	)		—
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable, net of allowance for doubtful accounts		(5,584	)		14,259			(14,638	)
Costs and estimated earnings in excess of billings		(7,991	)		(989	)		4,288
Inventories		(7,801	)		(904	)		(4,880	)
Accounts payable		1,076			(7,113	)		2,029
Other		3,779			4,665			512
Net cash provided by operating activities in continuing operations		16,451			42,063			9,648
Net cash (used in) provided by operating activities in discontinued operations		—			(3,329	)		657
Net cash provided by operating activities		16,451			38,734			10,305
Cash flows from investing activities:
Purchases of property, plant and equipment		(13,869	)		(14,579	)		(8,502	)
Payments for acquisitions of businesses		(32,354	)		(5,000	)		(188	)
Proceeds from sales of assets		1,371			907			59,521
Net cash (used in) provided by investing activities in continuing operations		(44,852	)		(18,672	)		50,831
Net cash used in investing activities in discontinued operations		—			—			(480	)
Net cash (used in) provided by investing activities		(44,852	)		(18,672	)		50,351
Cash flows from financing activities:
Repayment of debt		(3,159	)		(1,281	)		(27,990	)
Change in restricted cash		—			81			2,458
Deferred financing costs paid		(1,254	)		—			(85	)
Payments for repurchase and retirement of common shares		(9,963	)		—			—
Excess tax benefits from stock-based compensation		75			24			—
Proceeds from stock offering, net of expenses		—			—			58,736
Proceeds from exercise of stock options		925			4,332			2,124
Net cash (used in) provided by financing activities		(13,376	)		3,156			35,243
Effect of exchange rates on cash and cash equivalents		(5,203	)		1,310			737
Net change in cash and cash equivalents		(46,980	)		24,528			96,636
Cash and cash equivalents at January 1		133,959			109,431			12,795
Cash and cash equivalents at December 31	$	86,979			133,959			109,431
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,094			1,147			1,483
Cash paid for income taxes		2,289			357			9,357

See accompanying notes to consolidated financial statements.

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

	Three years ended December 31, 2008
													Accum-
													ulated
													other
													compre-					Total
							Additional			Compre-			hensive					share-
	Common Stock						paid-in			hensive			income			Retained		holders’
	Shares			Amount			capital			income			(loss)			earnings		equity
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		—			—			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	)
Issuance of common stock		3,795			380			58,356			—			—			—		58,740
Stock-based compensation		40			4			983			—			—			—		987
Foreign currency translation adjustment		—			—			—			2,540			2,540			—		2,540
Reclassification due to sale of discontinued operations		—			—			—			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		—			—			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	)
Repurchases of stock		(1	)		—			(24	)		—			—			—		(24	)
Stock-based compensation		2			—			1,727			—			—			—		1,727
Foreign currency translation adjustment		—			—			—			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
Net earnings		—			—			—			20,471			—			20,471		20,471
Income tax benefit from exercise of non-qualified stock options		—			—			203			—			—			—		203
Exercise of common stock options		56			6			989			—			—			—		995
Redemption of shares upon exercise of common stock options		(3	)		—			(70	)		—			—			—		(70	)
Repurchases of stock		(480	)		(48	)		(9,915	)		—			—			—		(9,963	)
Stock-based compensation		34			3			2,336			—			—			—		2,339
Foreign currency translation adjustment		—			—			—			(18,359	)		(18,359	)		—		(18,359	)
Comprehensive income for 2008											2,112
Balance December 31, 2008		15,188		$	1,519			133,270						(5,500	)		113,453		242,742

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008, 2007 and 2006

(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., Sky Connect LLC, 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 2007 and 2006 consolidated financial statements to conform to the 2008 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 SatNet and EMS Wireless as discontinued operations through their dates of disposition on March 9, 2006 and December 1, 2006, respectively, in the accompanying consolidated financial statements.

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 materially from those estimates.

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

— 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 generally recognized when completed 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 American Institute of Certified Public Accountant’s Statement of Position No 97-2, Software Revenue Recognition, as applicable. We recognize revenue from product-related service contracts and extended warranties ratably over the life of the contract. We recognize revenue from repair services as services are rendered. 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.

Net sales under certain long-term contracts of Defense & Space (“D&S”) and Satellite Communications 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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In applying the percentage-of-completion method of accounting, certain contracts may have revenue recognized in excess of billings (costs and estimated earnings in excess of billings), and other contracts may have billings in excess of net sales recognized (billings in excess of contract costs and estimated earnings). 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). Costs and estimated earnings in excess of billings under long-term contracts are usually billed and collected within one year. Such amounts are reflected in current assets on the consolidated balance sheet. The amounts estimated to be collected after one year of $551,000 as of December 31, 2008, and $2.0 million as of December 31, 2007 and are included in other noncurrent assets in the consolidated balance sheet.

Net sales under cost-reimbursement contracts in D&S 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 only upon achieving the contractual criteria and after the customer has approved or granted the award or incentive.

— Government Research Incentives

The Satellite Communications segment receives government-sponsored research incentives in the form of cash reimbursement for a portion of certain qualified research expenditures. These incentives are recorded as a reduction of cost of sales, if the underlying research efforts primarily apply to development of technological capabilities for specific business opportunities. Otherwise they are recorded as a reduction of research and development expense.

— Cash Equivalents

The Company considers all highly liquid debt instruments with initial or remaining maturities of three months or less when purchased to be cash equivalents. Cash equivalents as of December 31, 2008 and 2007 included investments of $78.9 million and $115.3 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 less accumulated depreciation. Depreciation is provided primarily using the straight-line method over the following estimated useful lives of the respective assets which are as follows:

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 Other Intangible Assets

Goodwill represents the excess of the cost of each acquired entity over the amounts assigned to the tangible and identifiable intangible assets acquired and liabilities assumed in a business combination. Other identifiable intangible assets are recorded at fair value at the date of acquisition. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets acquired in a business combination and determined to have indefinite useful lives are not being amortized, but instead are evaluated for impairment annually, and between annual tests if an event occurs or circumstances change which indicate that the asset might be impaired.

The Company completes its annual evaluation of goodwill for impairment in the fourth quarter of each fiscal year. SFAS No. 142 requires that if the fair value of a reporting unit is less than its carrying amount, including goodwill, further analysis is required to measure the amount of the impairment loss, if any. The amount by which the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the reporting unit’s goodwill, determined in accordance with SFAS No. 142, is to be recognized as an impairment loss.

In accordance with SFAS No. 142, intangible assets, other than those determined to have an indefinite life, are amortized to their estimated residual values on a straight-line basis over their estimated useful lives. These intangible assets are reviewed for impairment in accordance with SFAS No. 144, whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of an asset to be held and used is measured by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. An asset to be disposed of would be reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. 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 noncurrent 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.

The Company assesses the recoverability of deferred tax assets based on estimates of future taxable income and establishes a valuation allowance against its deferred tax assets in a jurisdiction if it believes that it is more likely than not that the deferred tax assets will not be recoverable.

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 derecognition, classification, interest and penalties, accounting in interim

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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.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the income tax expense line item in its consolidated statements of operations.

— 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 per share calculations for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	2008		2007		2006
Basic weighted-average number of common shares outstanding		15,452		15,354		14,621
Dilutive potential shares using the treasury stock method		176		128		58
Diluted weighted-average number of common shares outstanding		15,628		15,482		14,679
Shares that were not included in dilutive earnings per share that could potentially dilute future basic earnings per share because their effect on the periods were antidilutive		341		44		504

— Stock-Based Compensation

The Company has adopted SFAS No. 123(R), Share-Based Payment, 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 after the effective date, (2) awards modified, repurchased, or cancelled after the required date, and (3) the remaining portion of the requisite service under previously-granted unvested awards outstanding as of the 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

The functional currency is generally the local currency for each of the Company’s subsidiaries. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using current exchange rates in effect at the balance sheet date. Revenues and expenses are translated using average monthly exchange rates. The resulting translation adjustments are recorded as accumulated other comprehensive income in the accompanying consolidated statements of shareholders’ equity and comprehensive income.

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Certain transactions produce receivables or payables denominated in a currency other than the functional currency. A change in exchange rates between the functional currency and the currency in which a transaction is denominated generates a foreign currency transaction gain or loss that is generally included in determining net earnings. However, gains or losses resulting from intercompany foreign currency transactions that are of a long-term-investment nature (that is, settlement is not planned or anticipated in the foreseeable future) are reported in the same manner as translation adjustments.

— Comprehensive Income

Comprehensive income consists of net earnings, 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.

— 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.

As of December 31, 2008, the Company’s net value of all derivatives was a net liability of $1,159,000.

— 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 disclosures about fair value measurements. SFAS No. 157 applies only to fair-value measurements that are already required or permitted by other accounting standards and is expected to increase the consistency of those measurements. The Company prospectively adopted the effective provisions of SFAS No. 157 on January 1, 2008, as required for financial assets and liabilities. The adoption has not had a material impact on the Company’s 2008 consolidated financial statements. In accordance with SFAS No. 157, the Company has expanded its disclosures regarding the fair values of financial assets and liabilities.

In February 2008, the FASB issued 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 for the Company. The implementation of SFAS No. 157 for the Company’s nonfinancial assets and nonfinancial liabilities is not expected to have a material impact on the Company’s 2009 consolidated financial statements. However, the determination of fair value for purposes of accounting for business combinations and for conducting

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periodic assessments of goodwill and other long-lived assets for impairment will be made using the definition of fair value prescribed by SFAS No. 157.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No.141(R) significantly changes the accounting for business combinations for which the acquisition date is on or after January 1, 2009, by requiring an acquiring entity to recognize all the assets acquired and liabilities assumed in a business combination at the acquisition-date fair value. Additionally, SFAS No. 141(R) modifies the accounting treatment for certain specified items related to business combinations (e.g., acquisition-related costs, restructuring costs, research and development assets, contingent consideration, and changes in valuation allowances for deferred tax assets), and requires a substantial number of new disclosures. SFAS No. 141(R) is effective for the Company for business combinations for which the acquisition date is on or after January 1, 2009, and earlier adoption is prohibited. The Company adopted SFAS No. 141(R) on January 1, 2009. SFAS No. 141(R) will not affect the accounting for business combinations for which the acquisition date is prior to January 1, 2009, except that changes, if any, in the valuation allowance against deferred tax assets will be reflected in income tax expense. Any costs incurred as of December 31, 2008, related to potential acquisitions that did not have an acquisition date on or prior to December 31, 2008, that are included as an asset as of that date as required by the provisions of SFAS No. 141, Business Combinations, the predecessor to SFAS No. 141(R), will be reflected as an expense as of January 1, 2009. The Company estimates the expense to be reported in the first quarter of 2009 to be approximately $2.2 million. The Company is evaluating the additional effects, if any, the implementation of SFAS No. 141(R) will have on the Company’s consolidated financial statements in 2009.

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 as an other item outside of permanent equity. In addition, it requires that the amount of consolidated net earnings attributable to the parent and to the noncontrolling interests be clearly identified and presented on the face of the statements of operations. SFAS No. 160 is effective for 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.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-An Amendment of SFAS No. 133. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for periods beginning after November 15, 2008, with early application encouraged. The Company’s adoption of SFAS No. 161 is not expected to have a material impact on its 2009 consolidated financial statements.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of FSP No. 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), and other U.S. generally accepted accounting principles. FSP No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Useful lives assigned to intangible assets acquired after this date will be based on the guidance contained in FSP No. 142-3. The Company’s adoption of FSP No. 142-3 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. We accrue for a liability related to a contingency, representation or warranty when management considers that the liability is both probable and can be reasonably estimated. The purchaser of EMS Wireless has asserted claims under such representations and warranties. We do not believe that sufficient information exists to evaluate such claims, and cannot reasonably estimate the range of this potential liability, or determine whether such liability would be material. Therefore, no accrual has been recorded for this potential liability as of December 31, 2008.

In conjunction with the sale of S&T/Montreal in 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 as of December 31, 2008, with respect to this contingency. In 2006, the Company incurred $1.7 million in costs to settle various contingencies related to the sale of S&T/Montreal. The Company incurred no additional costs related to this disposition in 2007 and 2008.

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 long-term liability as of December 31, 2008. This liability represents the Company’s estimated loss under an agreement to acquire a license from the purchaser for $8.0 million in payments over a seven-year period for the rights to a certain satellite territory and a corresponding sublicense agreement that granted the territory rights back to the purchaser, under which the Company will receive a portion of the satellite service revenues from the 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 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 current and long-term liability. During 2008, the Company adjusted the liability to its current best estimate of the loss.

On March 9, 2006, the Company completed the sale of the assets and operating liabilities of SatNet. The Company reported a loss of $1.5 million in 2006 from the disposal of SatNet, including costs to sell, and incurred an additional $0.3 million in costs in 2007. The Company incurred no additional costs related to this disposition in 2008.

On December 1, 2006, the Company completed the sale of the assets and operating liabilities of EMS Wireless. 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 $0.2 million, and $0.3 million in 2006 and 2007, respectively. The Company incurred no additional costs related to this disposition in 2008.

In the determination of the gain or loss recognized upon the sale of our discontinued operations, the accumulated foreign currency translation gain or loss included within accumulated other comprehensive income with respect to those divisions was recognized in net earnings at the time of sale.

The results of these discontinued operations for 2008, 2007 and 2006 were as follows (in thousands):

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	2008		2007			2006
Net sales	$	—		—			46,294
Expenses		—		—			(45,499	)
Gain on sale of assets		—		—			26,856
Loss on sale of assets		—		—			(3,224	)
Estimated loss on disposal		—		(585	)		—
Earnings (loss) before income taxes		—		(585	)		24,427
Income tax benefit (expense)		—		82			(7,222	)
Earnings (loss) from discontinued operations	$	—		(503	)		17,205

In 2008, discontinued operations had no effect on the Company’s net earnings. Our discontinued operations reported a pre-tax loss of $0.6 million in 2007, 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, and by costs resulting from the resolution of contingent items for SatNet and S&T/Montreal, as well as legal, audit, and other outside service expenses.

(3) ACQUISITIONS

The Company has expanded its technology base by acquiring various companies or their assets. During 2008, the Company completed acquisitions of two entities. Akerstroms Trux AB (“Trux”) of Bjorbo, Sweden was acquired on February 8, 2008, and Sky Connect, LLC (“Sky Connect”) of Takoma Park, MD was acquired on August 15, 2008. Trux manufactures and markets vehicle-mount computing solutions for warehousing and production environments in the Nordic region, and Sky Connect is a leading provider of Iridium-based combined tracking and voice systems for the aviation market.

The aggregate purchase price for the acquired entities was approximately $33 million, which could potentially increase by up to $3.5 million based upon achieving certain performance targets for 2009. The cost of the acquired entities was allocated based on the fair value of the underlying assets and liabilities, which included identifiable intangible assets of approximately $8.7 million. Intangible assets are subject to amortization based on expected useful lives that range from five to seven years. Goodwill, totaling approximately $23.4 million, represents the excess of the cost over the net of the amounts allocated to the assets acquired and liabilities assumed. The allocations for Sky Connect are preliminary and subject to adjustment as additional information is obtained by the Company. Approximately $11.0 million of the acquired goodwill is deductible over a 15-year period for income tax purposes.

Sky Connect is included in the Company’s Satellite Communications reportable operating segment, and Trux is included in the Company’s LXE reportable operating segment. Their operating results are being included in the Company’s results of operations from their respective dates of acquisition.

Pro forma financial statements and information have not been included for either of these businesses since they are not considered significant acquisitions individually or in aggregate in relation to the Company’s consolidated financial statements.

In 2007, the Company acquired DSpace (“DSpace”), of Adelaide, Australia. DSpace develops advanced satellite communications technology, with programs spanning the satellite and radio systems domain and was the first to develop a key Inmarsat BGAN (Broadband Global Area Network) capability in 2003. The total purchase price was $5.0 million with $3.2 million in cash paid at closing. The majority of the cost to acquire DSpace was allocated to intangible assets. DSpace is an operating entity of our Satellite Communications reportable segment, and is being included in the Company’s results of operations from the date of its acquisition. Pro forma financial statements and information have not been included for this business since it is not considered a significant acquisition in relation to the Company’s consolidated financial statements.

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The Company completed the acquisition of Formation, Inc. (“Formation”), of Moorestown, New Jersey, and of Satamatics Global Limited (“Satamatics”), of Tewkesbury, UK on January 9, 2009 and February 13, 2009, respectively. Formation’s core product lines are rugged disk data storage products, wireless access points, advanced integrated recorders, terminal data loaders, and avionics and media file servers. Satamatics’ core products include satellite data communications terminals for mobile asset tracking and monitoring, and related airtime services.

The aggregate purchase price for these two entities was approximately $86 million, which could potentially increase by up to approximately $15 million based upon achieving certain performance targets for 2009 and 2010. The cost of the acquired entities will be allocated based on the fair value of the underlying assets and liabilities. The total purchase price is subject to adjustment upon finalizing the closing balance sheets. These entities will be included in the Company’s results of operations from their respective acquisition dates.

The changes in carrying amount of goodwill for the year ended December 31, 2008, are as follows:

				Satellite
	LXE			Communications		Total
Balance as of January 1, 2008	$	9,982			—		9,982
Goodwill acquired during year		12,395			11,007		23,402
Foreign currency translation adjustment		(1,982	)		—		(1,982	)
Impairment losses		—			—		—
Balance as of December 31, 2008	$	20,395			11,007		31,402

There were no changes in the carrying amount of goodwill for the years ended December 31,2007 and 2006.

(4) INVENTORIES

Inventories as of December 31, 2008 and 2007 included the following (in thousands):

	December 31		December 31
	2008		2007
Parts and materials	$	26,730		18,864
Work-in-process		2,404		3,733
Finished goods		6,536		6,352
	$	35,670		28,949

(5) OTHER INTANGIBLE ASSETS

In 2008, the Company acquired Trux and Sky Connect, and recorded intangible assets of $8.7 million on the consolidated balance sheet. Based on the year-end foreign currency exchange rate, the amount of these intangible assets was $8.2 million. As of December 31, 2008, the net amount of these intangible assets was $7.3 million. These intangible assets are being amortized over the weighted-average life of 4.8 years. Amortization expense relating to these intangible assets was $1.1 million in 2008, with amortization expense of $1.8 million expected for years 2009 and 2010, $1.5 million for 2011 and 2012, and $0.6 million for 2013.

In 2007, the Company acquired DSpace, and recorded an intangible asset of $4.9 million on the consolidated balance sheet. Based on the year-end foreign currency exchange rate the amount of this intangible asset was $4.3 million. As of December 31, 2008 and 2007, the net amount of this intangible asset was $3.6 million, and $4.9 million, respectively. This intangible asset is being amortized over an estimated useful life of 10 years. Amortization expense relating to this intangible asset was $0.5 million in 2008, with amortization expense of $0.5 million expected for years 2009 through 2013.

The Company also acquired various intangible assets through acquisitions of technology companies in prior years totaling $5.8 million. Based on the year-end foreign currency exchange rate the amount of these intangible assets was $6.9 million. As of December 31, 2008 and 2007, the net amount of these additional intangible assets was $0.3 million and $0.9 million, respectively. These intangible assets are being amortized over the weighted-average life of 5.7 years. Amortization expense relating to these intangible assets was $0.6 million in 2008 and $1.0 million in 2007, with amortization expense of $0.3 million expected for 2009.

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(6) LONG-TERM DEBT

The following is a summary of long-term debt as of December 31, 2008 and 2007 (in thousands):

	2008		2007
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%	$	7,076		7,730
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%		3,466		4,012
Capital lease agreements, secured by machinery and equipment, computer hardware, software and peripherals, with various terms through 2010, due in quarterly installments with implicit interest rates of 3.0% to 4.2%		10		16
Revolving credit loan with a bank in the United Kingdom, which matured on April 2008, interest payable monthly at a variable rate (6.5% at the end of 2007)		—		1,962
Total long-term debt		10,552		13,720
Less current installments of long-term debt		1,302		3,174
Long-term debt, excluding current installments	$	9,250		10,546

On February 29, 2008, the Company entered into a new revolving credit agreement with a syndicate of banks. This new agreement replaced the previous U.S. revolving credit and Canadian revolving credit agreements. Under the new agreement, the Company has $60.0 million total capacity for borrowing in the U.S. and $15.0 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 $50.0 million with additional commitments from the current lenders or from new lenders. The existing lenders have no obligation to increase their commitments. The credit agreement provides for borrowings through February 28, 2013, with no principal payments required until maturity. The credit agreement is secured by substantially all of the Company’s tangible and intangible assets, with certain exceptions for real estate that secures existing mortgages, for other permitted liens, and for certain assets in foreign countries.

Interest will be, at the Company’s option, a function of either the lead bank’s prime rate or the then-published London Interbank Offered Rate (“LIBOR”) for the applicable borrowing period. A commitment fee equal to 0.30% per annum of the average daily unused credit is payable quarterly. As of December 31, 2008, the Company had no borrowings outstanding under this revolving credit facility.

The credit 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 credit 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 credit 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 has $2.0 million of standby letters of credit to satisfy performance guarantee requirements under certain customer contracts. While these obligations are not normally called, they could be called by the beneficiaries at any time before the expiration date should the Company fail to meet certain contractual requirements. After deducting outstanding letters of credit, as of December 31, 2008, the Company had $60.0 million available for borrowing in the U.S. and $13.0 million available for borrowing in Canada under the revolving credit agreement.

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Following is a summary of the combined principal maturities of all long-term debt (in thousands) as of December 31, 2008:

2009	$	1,302
2010		1,332
2011		1,500
2012		1,618
2013		1,745
Thereafter		3,055
Total principal maturities	$	10,552

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

(7) STOCK-BASED COMPENSATION

The Company has granted nonqualified stock options and nonvested restricted stock to key employees and directors under several stock option plans. All outstanding options have been granted with an exercise price equal to the fair market value of the stock on the grant date. The principal vesting requirement for all options granted prior to 2006 and in 2007 and 2008 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. As of December 31, 2008, there were options exercisable under all plans for approximately 609,000 shares of common stock, and there were approximately 1,876,000 shares available for future option grants. Upon exercise of an option, the Company’s policy is to issue new shares.

The grants of restricted stock 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. As of December 31, 2008, the Company had granted 81,000 nonvested shares employees of which 18,000 shares vested in 2008, and 4,000 shares were forfeited.

The Company recognized charges to income of $2,339,000 in 2008, $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 $955,000, $758,000, and $284,000 for the same periods, respectively.

Following is a summary of options outstanding as of December 31, 2008 (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		76	$	13.00			70	$	12.98
13.90 - 14.93		69		14.22			69		14.22
14.94 - 15.80		62		15.63			57		15.63
15.81 - 18.98		130		18.13			93		18.14
18.99 - 20.00		180		19.35			82		19.19
20.01 - 22.74		191		21.08			142		21.28
22.75 - 28.67		200		26.85			96		25.80
11.63 - 28.67		908		20.02	3.9 years		609		18.95	3.7 years

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 after the effective date, (2) awards modified, repurchased, or cancelled after the effective date, and (3) the remaining portion of the requisite service under previously-granted unvested awards outstanding as of the effective date. Measurement and attribution of compensation costs for unvested share-based payment awards

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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. The modified prospective method does not allow any change to the grant-date fair value of previously reported share-based payment awards.

Options with service-based vesting only

The principal vesting requirement for all options granted prior to 2006 and in 2007 and 2008 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 graded vesting over these periods. Options provide for accelerated vesting if there is a change of control, as defined in the plans. All outstanding options expire from six to ten years after the date of grant.

Following is a summary of service-based option activity for 2008 (shares and aggregate intrinsic value in thousands):

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual		Aggregate
	of			Exercise		Life		Intrinsic
	Shares			Price		(in years)		Value
Options outstanding at December 31, 2007		680		$	18.22
Granted		144			28.06
Exercised		(56	)		17.75
Forfeited or expired		6			29.17
Options outstanding at December 31, 2008		774			20.16		4.0	$	2,502
Options exercisable at December 31, 2008		546			18.91		3.7		2,137

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.

	2008			2007			2006
Expected volitility		45% - 46	%		53% - 59	%		54% - 61	%
Expected term (in years)		4.8 - 5.0			4.7 - 8.3			5.0 - 8.3
Risk-free rate		2.9% - 3.0	%		4.5% - 4.9	%		4.7% - 5.1	%
Expected dividend yield	None			None			None

The weighted-average grant-date fair value of service-based options granted in years 2008, 2007, and 2006 was $12.02, $9.98, and $12.96, respectively. The total intrinsic value for service-based options exercised during the years ended December 31, 2008, 2007 and 2006 was $501,000, and $2,257,000 and $742,000, respectively.

As of December 31, 2008, there was $1,087,000 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 1.4 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 became exercisable as to 25% of the shares beginning on the first anniversary of the grant and

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continuing on the subsequent three anniversaries, provided that the Company or, in the case of segment 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. 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 option activity for options with both performance-based and service-based vesting conditions for 2008 (shares and aggregate intrinsic value in thousands):

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual		Aggregate
	of			Exercise		Life		Intrinsic
	Shares			Price		(in years)		Value
Options outstanding at December 31, 2007		154		$	19.06
Granted		—			—
Exercised		—			18.05
Forfeited or expired		(20	)		18.05
Options outstanding at December 31, 2008		134			19.21		3.3	$	399
Options exercisable at December 31, 2008		64			19.28		3.3		185

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 the Company’s service based option grants.

	2008	2007	2006
Expected volitility	40%	55% - 56%	56%
Expected term (in years)	3.0	4.0	5.0
Risk-free rate	2.2% - 2.4%	4.7%	4.8% - 5.0%
Expected dividend yield	None	None	None

The weighted-average grant-date fair value of options with both performance-based and service-based vesting conditions granted during 2006 was $10.09. There were no such options granted in 2007 or 2008. The total intrinsic value of such options exercised during the years ended December 31, 2008, and 2007 was $3,000, and $56,000, respectively. There were no options exercised during the year ended December 31, 2006.

The combined fair value of both service-based and performance and service-based grants vested during the years ended December 31, 2008, 2007, and 2006 was $1.3 million, $1.1 million, and $1.9 million, respectively. The Company received $0.8 million, $4.3 million, and $2.1 million from all share options exercised, net of withholding taxes, during 2008, 2007, and 2006, respectively.

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Nonvested stock

Following is a summary of nonvested stock activity for 2008 (shares in thousands):

				Weighted
	Number			Average
	of			Grant-Date
	Shares			Fair Value
Nonvested stock outstanding at December 31, 2007		39		$	18.26
Granted		38			28.35
Vested		(18	)		19.49
Forefeited		(4	)		15.74
Nonvested stock outstanding at December 31, 2008		55			24.99

Nonvested stock valued at $206,000, $58,000, and $717,000 was granted to certain senior executives during 2008, 2007, and 2006, respectively, and $860,000 was granted to non-executive employees in 2008. The only restriction on the stock is the completion of specified service periods. As of December 31, 2008, there was $698,000 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 2 year service period.

(8) INCOME TAXES

Total income tax benefit (expense) provided for in the Company’s consolidated financial statements consists of the following for the years ended December 31, 2008, 2007, and 2006 (in thousands):

	2008		2007			2006
Income tax benefit (expense), continuing operations	$	682		(2,080	)		1,823
Income tax benefit (expense), discontinued operations		—		82			(7,222	)
Income tax benefit resulting from exercise of stock options credited to shareholders’ equity		203		643			213
Total	$	885		(1,355	)		(5,186	)

The components of income tax benefit (expense) for continuing operations for the years ended December 31, 2008, 2007 and 2006 were (in thousands):

	2008			2007			2006
Current:
Federal	$	(1,460	)		(1,483	)		395
State		(176	)		(332	)		(506	)
Foreign		(689	)		(1,274	)		(1,806	)
Total		(2,325	)		(3,089	)		(1,917	)
Deferred:
Federal		1,569			878			2,457
State		9			35			42
Foreign		1,429			96			1,241
Total		3,007			1,009			3,740
Total income tax benefit (expense)	$	682			(2,080	)		1,823

Income tax benefit (expense) for continuing operations differed as follows from the amounts computed by applying the U.S. federal statutory income tax rate of 34%, 34% and 35% to earnings from continuing operations before income taxes for the years ended December 31, 2008, 2007, and 2006, respectively (in thousands):

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	2008			2007			2006
Expense computed at the federal statutory rate	$	(6,728	)		(7,251	)		(4,893	)
Effect of:
State income taxes, net of federal income tax effects		(110	)		(196	)		(321	)
Tax credits from research activities		1,716			936			4,181
Difference in effective foreign tax rates		4,544			4,127			1,494
Valuation allowance		1,195			49			1,881
Foreign permanent differences		(55	)		(177	)		(366	)
Other		120			432			(153	)
Income tax benefit (expense)	$	682			(2,080	)		1,823

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2008 and 2007 are presented below (in thousands):

	2008			2007
Deferred tax assets:
Inventories	$	602			892
Accrued compensation costs		769			835
Accrued warranty costs		779			821
Foreign research expense and tax credit carry forward		33,721			53,895
Foreign net operating loss carry forward		1,272			575
Credit for corporate minimum tax		408			675
Research and development credit carry forward		1,427			387
Stock-based compensation		1,594			721
Other		1,843			950
Total gross deferred tax assets		42,415			59,751
Valuation allowance		(28,549	)		(49,094	)
		13,866			10,657
Deferred tax liabilities:
Property, plant and equipment		3,993			3,079
Other		923			220
Total gross deferred tax liabilities		4,916			3,299
Net deferred tax assets	$	8,950			7,358

The net change in the valuation allowance for 2008, 2007 and 2006 was a decrease of $20.5 million, an increase of $16.2 million, and a decrease of $14.0 million, respectively. The majority of the valuation allowance is necessary for the deferred tax assets in Canada, primarily the research expense and tax credit carryforwards. The decrease in the valuation allowance in 2008 was attributable primarily to utilization of carryforwards with current period taxable income ($4.1 million), reduction of existing carryforwards as a result of revisions to amounts available ($5.9 million), the effect of changes in foreign currency exchange rates ($9.2 million) and a release of a portion of the beginning-of-the-year valuation allowance based on revisions to projected taxable income in the relatively near term ($1.3 million) supported by actual continuing profitability in the past several years. The Company has not conducted a study of credits available in 2008; therefore, no related deferred tax assets were recognized. However, the Company has until June 2010 to complete such an analysis and file a claim for the credits. The increase in the valuation allowance in 2007 was attributable primarily to an increase in existing carryforwards as a result of revisions to amounts available ($8.2 million) and the effect of changes in foreign currency exchange rates ($5.8 million). In 2006, the decrease in valuation allowance for deferred tax assets reflects: adjustments of $8.2 million with a corresponding reduction in the Canadian deferred tax assets; utilization of a $3.3 million capital loss; change in judgment of $1.7 million related to Canadian estimated future taxable income; and utilization/change in judgment/sale of operations of $1.2 million related to non-Canadian foreign operations.

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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, or prior to expiration of carry forward items. 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 deferred tax assets, net of the existing valuation allowances as of December 31, 2008. In most jurisdictions, recent levels of earnings are sufficient to realize the benefits of the deferred tax assets, net of the valuation allowance, over a relatively short period of time. Due to the length of time until all of the deferred tax assets would be realized and the uncertainty that exists in the current global economy, the release in 2008 was limited to that amount. The valuation allowance may be reduced further in the future resulting in an income tax benefit to future consolidated statements of operations if profitability expectations for the future continue to increase. The amount of deferred tax asset considered realizable, however, could be reduced in the future if estimates of future taxable income during the carryforward period are reduced.

The Company has Investment Tax Credit carryforwards in Canada with a 20-year expiration carryforward period and Scientific Research and Experimental Development expenditure credits in Canada with an unlimited expiration period. The net amount of the deferred tax benefit is $33,721,000 with the majority of the amount offset by valuation allowance. The specific carryforward periods for the Investment Tax Credits extend from years 2018 through 2027 from amounts generated from tax years 1998 through 2007.

The Company also has $4,441,000 of net foreign operating loss carryforwards. Despite an unlimited expiration carryforward period, the Company has close to a full valuation allowance placed on these benefits as it is not more likely than not that the attributes will be utilized in the future.

The U.S. operations are consolidated for federal income tax purposes. These U.S. operations had earnings before income taxes of $4,489,000 in 2008, $5,716,000 in 2007, and $5,033,000 in 2006. The continuing combined foreign operations reported earnings before income taxes of $15,300,000, $15,611,000, and $8,947,000 in 2008, 2007, and 2006, respectively.

The Company adopted the provisions of FIN 48 on January 1, 2007. 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. As of 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. As of December 31, 2008, the Company had $2,949,000 of unrecognized tax benefits, $2,562,000 of which would affect the Company’s effective tax rate if recognized.

The following table summarizes the activity related to the Company’s unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2008 and 2007 (in thousands):

	2008			2007
Balance as of January 1	$	2,591			2,714
Increases related to current year tax positions		194			472
Increases related to prior year tax positions		270			31
Decreases related to lapsing of statute of limitations		(14	)		(23	)
Decreases related to settlements with taxing authorities		—			(788	)
Foreign exchange		(92	)		185
Balance as of December 31	$	2,949			2,591

In the normal course of business, the Company is subject to audits from the federal, state, provincial and other tax authorities regarding various tax liabilities. The Company records refunds from audits when receipt is assured and records assessments when a loss is probable and estimable. These audits may alter the timing or amounts of taxable

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income or deductions, or the allocation of income among tax jurisdictions. The amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The Company is generally no longer subject to income tax examination by tax authorities for years before 2002.

The Company is currently under audit by the Internal Revenue Service for the tax year 2006. The Company is also under audit in Canada at the federal and the Ontario and Quebec provincial levels for various years between 2002 and 2006. The Company expects to complete the audits in the next twelve months. Any related unrecognized tax benefits could be adjusted based on the results of the audits. The Company cannot estimate the range of the change that is reasonably possible at this time.

(9) RETIREMENT PLANS

The Company established a qualified defined contribution plan in 1993. All U.S.-based employees that met a minimum service requirement (approximately 500 employees) were eligible to participate in the plan prior to 2008. 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 contribution for 2008 was approximately 3.2% of base payroll of eligible employees. The plan is scheduled to be terminated after 2015. Contributions after 2007 are at a lower level than in prior years and are further reduced for employees who had less than 15 years of service or 50 years of age at December 31, 2007. The Company’s total expense through continuing operations related to the defined contribution plan totaled $1.1 million in 2008, $2.4 million in 2007, and $2.2 million for 2006.

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 through continuing operations were $2.5 million in 2008, $1.9 million in 2007, and $1.6 million in 2006.

(10) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted SFAS No. 157 for financial assets and liabilities on January 1, 2008. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 — Observable inputs consisting of quoted prices in active markets;

• Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments.

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The following table presents the carrying amounts and estimated fair values of the Company’s other financial assets and liabilities at December 31, 2008, consistent with the fair-value hierarchy provisions of SFAS No. 157:

	Fair Value Measurements of Assets (Liabilities) Using
	Quoted Prices
	in Active			Significant
	Markets for			Other			Significant
	Identical Assets			Observable			Unobservable
	(Liabilities)			Inputs			Inputs		Carrying
(in thousands)	(Level 1)			(Level 2)			(Level 3)		Amount
Foreign currency forward contracts	$	(1,159	)		—			—		(1,159	)
Mortgage debt		—			(10,672	)		—		(10,542	)

The Company uses derivative financial instruments in the form of foreign currency forward contracts in order to mitigate the risks associated with currency fluctuations on future cash flows. The Company’s policy is to execute such instruments with creditworthy financial institutions, and it does not enter into derivative contracts for speculative purposes. The fair value of foreign currency forward contracts is based on quoted market prices and is recorded in other current liabilities in the Company’s consolidated balance sheet.

The Company has two fixed-rate, long-term mortgages. One mortgage has an 8.0% rate and a carrying amount as of December 31, 2008 and 2007 of $7.1 million, and $7.7 million, respectively. The other mortgage has a 7.1% rate and a carrying amount as of December 31, 2008 and 2007 of $3.5 million and $4.0 million, respectively. The estimated fair value of the Company’s mortgage debt is based on quoted market prices for similar instruments. Mortgage debt is recorded in long-term debt on the Company’s consolidated balance sheet.

Management believes that these assets and liabilities can be liquidated without restriction.

(11) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

The Company is organized into three reportable segments: Defense & Space, LXE, and Satellite Communications, which includes the newly acquired Sky Connect business (refer to Note 3 of the Company’s consolidated financial statements for additional information) and the previously reported SATCOM segment. Sky Connect was aggregated with SATCOM based on factors including similar economic characteristics, product and service offerings, customer base, and the markets in which they operate. The Company determines operating segments in accordance with the Company’s internal management structure, which is organized based on products and services that share distinct operating characteristics. Each segment is separately managed and is evaluated primarily upon operating income.

The D&S segment manufactures custom-designed, highly engineered subsystems 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 logistics management 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 end-users and to third parties that incorporate their products and services with the Company’s hardware for delivery to end-users. LXE operates mainly in two markets; the Americas market, which is comprised of North, South and Central Americas, and the international market which is comprised of all other geographic areas with the highest concentration in Europe.

The Satellite Communications segment offers satellite-based communications, tracking, and messaging solutions through a broad array of terminals and antennas for the aeronautical, ground-mobile and emergency management markets. 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. Satellite Communications also derives a portion of its net sales from performance on longer-term development contracts. Net sales on these contracts are generally 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 generally provided for only at the consolidated level.

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The following segment data is presented in thousands:

	Years Ended December 31
	2008			2007			2006
Net sales:
Defense & Space	$	76,643			59,090			52,431
Less sales to discontinued operations		—			—			(15	)
Defense & Space external sales		76,643			59,090			52,416
LXE		145,885			138,821			138,001
Satellite Communications		112,517			89,968			70,702
Total	$	335,045			287,879			261,119
Operating income (loss):
Defense & Space	$	6,381			4,876			2,572
LXE		2,861			7,067			11,043
Satellite Communications		14,187			12,189			6,170
Corporate		(3,805	)		(4,865	)		(5,428	)
Total	$	19,624			19,267			14,357
Interest income and other, net of foreign exchange losses:
Defense & Space	$	6			7			28
LXE		500			236			8
Satellite Communications		(154	)		(564	)		(66	)
Corporate		1,492			4,334			1,574
Total	$	1,844			4,013			1,544
Interest expense:
Defense & Space	$	(40	)		(141	)		(444	)
LXE		(406	)		(348	)		(405	)
Satellite Communications		(62	)		(121	)		(117	)
Corporate		(1,171	)		(1,343	)		(955	)
Total	$	(1,679	)		(1,953	)		(1,921	)
Earnings (loss) from continuing operations before income taxes:
Defense & Space	$	6,347			4,742			2,156
LXE		2,955			6,955			10,646
Satellite Communications		13,971			11,504			5,987
Corporate		(3,484	)		(1,874	)		(4,809	)
Total	$	19,789			21,327			13,980
Capital expenditures:
Defense & Space	$	6,105			3,684			2,391
LXE		2,957			3,364			2,467
Satellite Communications		4,573			6,589			3,227
Corporate		422			942			417
Total	$	14,057			14,579			8,502
Depreciation and amortization:
Defense & Space	$	3,023			2,620			2,558
LXE		3,363			2,205			2,246
Satellite Communications		5,089			3,619			2,851
Corporate		1,023			1,222			1,209
Total	$	12,498			9,666			8,864

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	December 31
	2008		2007
Assets:
Defense & Space	$	47,417		42,017
LXE		107,230		94,613
Satellite Communications		99,323		77,552
Corporate		73,395		109,618
Total	$	327,365		323,800

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

	Years Ended December 31
	2008		2007		2006
Net sales to customers in the following countries:
United States	$	202,520		176,209		178,662
United Kingdom		28,445		20,911		13,542
Other foreign countries		104,080		90,759		68,915
Total	$	335,045		287,879		261,119

Net sales are attributed to individual countries based on our customer’s country of origin at the time of the sale.

	December 31
	2008		2007
Long-lived assets are located in the following countries:
United States	$	32,831		24,032
Canada		7,609		10,621
Other foreign countries		11,298		11,107
Total	$	51,738		45,760
Concentration of net assets by geographic region:
United States	$	131,949		154,253
Canada		50,128		48,476
Europe		49,511		32,198
Other		11,154		12,199
Total	$	242,742		247,126

No customer accounted for more than 10% of consolidated net sales in 2008, 2007 or 2006.

(12) ISSUANCE OF COMMON SHARES

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 were invested in a government-

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obligations money market fund, and in other money market instruments and interest-bearing deposits, and have been used to finance business acquisitions made by the Company’s since 2006. See Note 3 of the Company’s consolidated financial statements for additional information.

(13) REPURCHASE OF COMMON SHARES

On July 29, 2008, the Company’s Board of Directors authorized a stock repurchase program for up to $20 million of the Company’s common shares. In 2008, the Company repurchased and retired 474,000 common shares for approximately $9.8 million.

(14) COMMITMENTS AND CONTINGENCIES

The Company is committed under several noncancelable operating leases for office space, computer and office equipment and automobiles. Minimum annual lease payments under such leases having initial or remaining terms in excess of one year are $4,142,000 in 2009, $3,646,000 in 2010, $2,959,000 in 2011, $2,276,000 in 2012, $2,039,000 in 2013 and $6,916,000 thereafter.

The Company also has short-term leases for regional sales offices, equipment and automobiles. Total rent expense under all operating leases was approximately $4,518,000, $4,067,000, and $3,778,000 in 2008, 2007, and 2006, respectively.

The Company’s Canadian-based SATCOM division 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 and typically require growth in revenue for amounts to be payable. 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 $1.3 million, $1.1 million, and $0.7 million related to royalty fees in 2008, 2007 and 2006, respectively.

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 summary of the activity for the periods presented related to the aggregate product warranty liability (in thousands):

	Years Ended December 31
	2008			2007			2006
Balance at beginning of the year	$	2,647			2,051			1,894
Accruals for warranties issued during the year		3,308			3,175			1,945
Settlements made during the year		(3,166	)		(2,579	)		(1,788	)
Balance at end of year	$	2,789			2,647			2,051

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(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) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Following is a summary of interim financial information for the years ended December 31, 2008 and 2007 (in thousands, except net earnings (loss) per share):

	2008 Quarters Ended
	March 29		June 28		September 27		December 31
Net sales	$	75,494		81,279		87,842		90,430
Operating income		3,437		3,407		7,205		5,575
Net earnings		4,160		3,411		6,077		6,823
Net earnings per share:
Basic:
Continuing operations	$	0.27		0.22		0.39		0.45
Discontinued operations		—		—		—		—
Net earnings	$	0.27		0.22		0.39		0.45
Diluted:
Continuing operations	$	0.26		0.22		0.39		0.44
Discontinued operations		—		—		—		—
Net earnings	$	0.26		0.22		0.39		0.44

	2007 Quarters Ended
	March 31			June 30		September 29		December 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

82 of 82

EX-4.4

Exhibit 4.4

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of February 13, 2009 (the “Agreement”) is entered into among EMS Technologies, Inc., a Georgia corporation (“EMS”), EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”; together with EMS, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

     WHEREAS, the Borrowers, the Guarantors, the Lenders, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer entered into that certain Credit Agreement dated as of February 29, 2008 (as amended or modified from time to time, the “Credit Agreement”); and

     WHEREAS, EMS has requested that the Lenders amend the Credit Agreement as set forth below;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Consents. The Lenders hereby consent to (a) the Domestic Administrative Agent’s release of the Domestic Administrative Agent’s security interests in the Equity Interests in 990834 Ontario Inc. and each of the Foreign Subsidiaries identified on Schedule 7.16 to the Credit Agreement at such time as such Equity Interests are contributed by EMS and LXE to Lux SNC and (b) the dissolution of LXE Australia Pty, LTD. (the “Australian Dissolution Subsidiary”) provided that any proceeds of the assets of the Australian Dissolution Subsidiary are transferred to a Domestic Loan Party prior to such dissolution. The above-referenced consents are limited solely to the matters described in the preceding sentence, and nothing contained in this Agreement shall be deemed to constitute a waiver of any rights or remedies the Domestic Administrative Agent, the Canadian Administrative Agent or any Lender may have under the Credit Agreement, the Loan Documents or applicable law.

     2. Amendments. The Credit Agreement is hereby amended as follows:

     (a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

     “990834 Ontario” means 990834 Ontario Inc., a corporation incorporated under the laws of the province of Ontario.

     “EMS Lux SARL” means EMS Holdings S.à.r.l., a Luxembourg limited liability company.

     “Eurodollar Base Rate” means, the rate per annum equal to (i) BBA LIBOR, as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the applicable Administrative Agent from time to time) at approximately 11:00 a.m., London time, on the date of determination (provided that if

such date is not a Business Day, the next preceding Business Day) for deposits in the relevant currency (for delivery on such date) with a term equivalent to one month or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the applicable Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equivalent to one month would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) on the date of determination.

     “Formation” means Formation, Inc., a New Jersey corporation.

     “Immaterial LXE Foreign Subsidiaries” means the collective reference to LXE France SARL, LXE Australia Pty, LTD. and LXE Singapore Pte Ltd.

     “Lux SNC” means EMS Technologies — LXE S.e.n.c., a Luxembourg partnership.

     “Lux SNC Loan” means that certain intercompany loan by EMS to Lux SNC in the principal amount of $28,714,535, as evidenced by that certain promissory note executed by Lux SNC in favor of EMS.

     “LXE” means LXE Inc., a Georgia corporation.

     “LXE Foreign Subsidiaries” means those certain Foreign Subsidiaries identified on Schedule 7.16 to the Credit Agreement.

     “Project Saxon Reorganization” has the meaning provided in the definition of “Disposition” in Section 1.01.

     “UK Acquisition” means the Acquisition by UK Acquisition Company of the Equity Interests of the UK Target pursuant to the terms of that certain Share Purchase Agreement between the persons listed on Schedule 1 thereto, UK Acquisition Company and EMS dated November 20, 2008, as amended.

     “UK Acquisition Company” means EMS Acquisition Company Limited, a company incorporated in England and Wales.

     “UK Acquisition Company Lux Loan” means the collective reference to (a) that certain intercompany loan by EMS Lux SARL to UK Acquisition Company in the principal amount of 19,000,000 Pounds Sterling and (b) that certain intercompany loan by EMS Lux SARL to UK Acquisition Company in the principal amount of 5,500,000 Pounds Sterling, each made in connection with the Project Saxon Reorganization.

     “UK Target” means Satamatics Global Limited, a company incorporated and registered in England and Wales.

     “Unsecured Canadian Guarantors” means the collective reference to EMS Lux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE Foreign Subsidiaries, and “Unsecured Canadian Guarantor” means any one of them.

     (b) The definition of “Base Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

     “Base Rate” means

     (a) in the case of Domestic Revolving Loans, for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus ¹/2 of 1%, (ii) the Domestic Prime Rate and (iii) the Eurodollar Base Rate plus 1.00%;

     (b) in the case of Canadian Revolving Loans denominated in Canadian Dollars, for any day a fluctuating rate per annum equal to the highest of (i) the CDOR Rate plus ¹/2 of 1%, (ii) the Canadian Prime Rate and (iii) the Eurodollar Base Rate plus 1.00%; and

     (c) in the case of Canadian Revolving Loans denominated in U.S. Dollars, for any day a fluctuating rate per annum equal to the highest of (i) the rate which the Canadian Administrative Agent in Toronto, Ontario announces from time to time as the reference rate for loans in U.S. Dollars to its Canadian borrowers, (ii) the Federal Funds Rate plus ¹/2 of 1% and (c) the Eurodollar Base Rate plus 1.00%.

     (c) The definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended by deleting the period at the end of subclause (b) thereof, inserting the following text “; or” in replacement thereof and adding new subclauses (c) and (d) at the end thereof which shall read as follows:

     (c) subsequent to LXE’s contribution of the Equity Interests in the LXE Foreign Subsidiaries to Lux SNC, Lux SNC shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Voting Stock in each of the LXE Foreign Subsidiaries; or

     (d) EMS shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Equity Interests of the Canadian Borrower or any other Subsidiary, except for ownership of nominal Equity Interests necessary to qualify directors where required by applicable law or to satisfy other requirements of applicable law.

     (d) The definition of “Consolidated Net Income” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

     “Consolidated Net Income” means, for any period, for EMS and its Subsidiaries on a consolidated basis, the net income of EMS and its Subsidiaries for such period, but excluding therefrom (to the extent otherwise included therein): (a) any extraordinary gains or losses, (b) any gains or non-cash losses attributable to write-ups or impairment of assets, (c) any equity interest of any Loan Party in the unremitted earnings of any Person that is not a Subsidiary, (d) any income of any Subsidiary of EMS which is not a Guarantor to the extent the payment of such income in the form of dividends or other distributions to either EMS or any Subsidiary is then prohibited, whether on account of restrictions in such Subsidiary’s organizational documents or restrictions in any agreement, document, contract, deed or other instrument applicable to such Subsidiary and (e) any acquisition-related costs in connection with any Investment or Acquisition permitted hereunder, including finder’s fees, advisory, legal, accounting, valuation or

other professional or consulting fee that are required to be expensed as incurred in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 141(R) — Business Combinations, all as determined in accordance with GAAP.

     (e) The definition of “Disposition” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

     “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by EMS or any Subsidiary (including the Equity Interests of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business, (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out property no longer useful in the conduct of business of EMS and its Subsidiaries, (c) any Involuntary Disposition, (d) any sale, lease, license, transfer or other disposition (i) by a Loan Party to any Domestic Loan Party, (ii) by one Canadian Loan Party to another Canadian Loan Party (other than any Unsecured Canadian Guarantor), (iii) by any Subsidiary that is not a Loan Party to any Loan Party or any other Subsidiary that is not a Loan Party, (e) the following dispositions to be made in connection with the reorganization described in the Deloitte presentation entitled “Project Saxon” dated February 4, 2009 (the “Project Saxon Reorganization”): (i) the transfer by LXE to Lux SNC of LXE’s Equity Interests in EMS Lux SARL, (ii) the transfer by EMS to Lux SNC of EMS’s Equity Interests in 990834 Ontario, (iii) the transfer by EMS to EMS Lux SARL of EMS’s Equity Interests in UK Acquisition Company and (iv) the transfer by LXE to Lux SNC of LXE’s Equity Interests in the LXE Foreign Subsidiaries and the Immaterial LXE Foreign Subsidiaries, (f) any sale by Formation on a non-recourse basis of accounts receivable from Rockwell Collins, Inc. to Citibank, N.A. in an aggregate amount not to exceed $600,000 at any one time outstanding pursuant to the terms of a Supplier Agreement between Formation and Citibank, N.A. dated as of September 7, 2004 and (g) any transfer of cash by and among Subsidiaries of Lux SNC through a centralized account at LXE Netherlands B.V. pursuant to a cash pooling arrangement serviced by Bank of America, as servicer.

     (f) The language preceding the proviso in the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

     “Permitted Acquisitions” means Investments consisting of an Acquisition by any Loan Party (other than any Unsecured Canadian Guarantor);

     (g) The last three sentences of Section 6.20 of the Credit Agreement are hereby amended to read as follows:

The exact legal name and state of organization of each Loan Party as of the Closing Date is as set forth on Schedule 6.13. Set forth on Schedule 6.20(b) is a list of (a) all locations in Canada where any personal property of a Loan Party (other than any Unsecured Canadian Guarantor) is located, including province or territory where located and (ii) the chief executive office in Canada, if any, of the Canadian Borrower and each Canadian Subsidiary. Except as set forth on Schedule 6.20(c), no Loan Party (other than any Unsecured Canadian Guarantor) has during the five years preceding the Closing Date (i) changed its legal name,

(ii) changed its jurisdiction of formation, or (iii) been party to a merger, consolidation or other change in structure.

(h) Section 7.01(a) of the Credit Agreement is hereby amended to read as follows:

     (a) upon the earlier of the date that is ninety (90) days after the end of each fiscal year of EMS or the date such information is filed with the SEC, (i) a consolidated balance sheet of EMS and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and prepared in accordance with GAAP, audited and certified by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which certification shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) a consolidating balance sheet of EMS and its Subsidiaries as at the end of such fiscal year, and the related consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, certified by a Responsible Officer of EMS as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of EMS and its Subsidiaries in accordance with GAAP; and

     (i) Section 8.01 of the Credit Agreement is hereby amended by deleting the period at the end of subclause (t) thereof, inserting the following text “; and” in replacement thereof and adding a new subclause (u) at the end thereof which shall read as follows:

     (u) Liens of Citibank, N.A. on accounts receivable from Rockwell Collins purchased from Formation by Citibank, N.A. on a non-recourse basis in an aggregate amount not to exceed $600,000 at any one time outstanding pursuant to the terms of a Supplier Agreement between Formation and Citibank, N.A. dated as of September 7, 2004.

     (j) Section 8.02 of the Credit Agreement is hereby amended to read as follows:

          8.02 Investments.

     Make any Investments, except:

     (a) Investments held by EMS or such Subsidiary in the form of Cash Equivalents;

     (b) Investments existing as of the Closing Date and set forth in Schedule 8.02;

     (c) Investments by any Domestic Loan Party in any other Domestic Loan Party;

     (d) Investments by any Canadian Loan Party (other than any Domestic Guarantor) in any other Loan Party (other than any Unsecured Canadian Guarantor);

     (e) (i) Investments by any Subsidiary of EMS that is not a Loan Party in any other Subsidiary of EMS that is not a Loan Party and (ii) Investments by any Unsecured Canadian Guarantor in any other Unsecured Canadian Guarantor;

     (f) Permitted Acquisitions;

     (g) Guarantees permitted by Section 8.03;

     (h) the following Investments to be made in connection with the Project Saxon Reorganization: (i) the capital contribution by EMS of Euro 1,378 in Lux SNC, (ii) the Lux SNC Loan, (iii) the 1 Pound Sterling equity contribution by EMS in UK Acquisition Company, (iv) the equity contribution by LXE in Lux SNC of LXE’s Equity Interests in EMS Lux SARL, (v) the equity contribution by EMS in Lux SNC of EMS’s Equity Interests in 990834 Ontario, (vi) the 8,426,957 Pounds Sterling equity contribution by EMS Lux SARL in UK Acquisition Company and (vii) the equity contribution by LXE in Lux SNC of LXE’s Equity Interests in the LXE Foreign Subsidiaries and the Immaterial LXE Foreign Subsidiaries;

     (i) the UK Acquisition (including EMS’s Guarantee of UK Acquisition Company’s obligations related to the UK Acquisition); provided, that both before and immediately after giving effect to such UK Acquisition and such Guarantee, no Default shall have occurred and be continuing;

     (j) any contribution of cash by any Subsidiary of Lux SNC into a centralized account at LXE Netherlands B.V. pursuant to a cash pooling arrangement serviced by Bank of America, as servicer; and

     (h) other Investments not exceeding US$2,500,000 in the aggregate in any fiscal year of EMS.

     (k) Section 8.03 of the Credit Agreement is hereby amended to read as follows:

          8.03 Indebtedness.

     Create, incur, assume or suffer to exist any Indebtedness, except:

     (a) Indebtedness under the Loan Documents;

     (b) Indebtedness of EMS and its Subsidiaries listed on Schedule 8.03;

     (c) the Lux SNC Loan, the UK Acquisition Company Lux Loan and any other intercompany Indebtedness permitted under Section 8.02;

     (d) obligations (contingent or otherwise) of any Borrower existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

     (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by EMS or the Canadian Borrower to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of US$2,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

     (f) other unsecured Indebtedness of EMS and the Canadian Borrower not to exceed US$5,000,000 in the aggregate at any one time outstanding;

     (g) other unsecured Indebtedness of UK Acquisition Company not to exceed US$1,000,000 in the aggregate at any one time outstanding; and

     (h) secured or unsecured Indebtedness of EMS and the Canadian Borrower assumed in connection with a Permitted Acquisition so long as such Indebtedness (i) was not incurred in anticipation of or in connection with the respective Permitted Acquisition and (ii) does not exceed $10,000,000 in the aggregate at any time outstanding.

     Notwithstanding the foregoing, neither Lux SNC, EMS Lux SARL, UK Acquisition Company, UK Target, nor any LXE Foreign Subsidiary shall create, incur, assume or suffer to exist any Indebtedness other than (x) Lux SNC’s obligations under the Lux SNC Loan, (y) UK Acquisition Company’s obligations under the UK Acquisition Company Lux Loan and (z) any Indebtedness permitted by clauses (c) and (g) above.

     (l) Clause (c) in Section 8.04 of the Credit Agreement is hereby amended to read as follows:

(c) any Canadian Loan Party other than the Canadian Borrower, any Domestic Guarantor and any Unsecured Canadian Guarantor may amalgamate with any other Canadian Loan Party other than the Canadian Borrower, any Domestic Guarantor or any Unsecured Canadian Guarantor,

     (m) Clause (b) in Section 8.06 of the Credit Agreement is hereby amended to read as follows:

     (b) each Canadian Subsidiary may make Restricted Payments to any Canadian Loan Party (other than any Unsecured Canadian Guarantor);

     (n) Section 8.06 of the Credit Agreement is hereby amended by deleting the period at the end of subclause (d) thereof, inserting the following text “, and” in replacement thereof and adding a new subclause (e) at the end thereof which shall read as follows:

     (e) in connection with the Project Saxon Reorganization, 990834 Ontario may make a Euro 15,663,210 distribution to EMS Lux SARL with proceeds received from the CAN$24,886,050 distribution made by the Canadian Borrower to 990834 Ontario.

     (o) Clauses (c) and (d) in Section 8.08 of the Credit Agreement are each hereby amended to read as follows:

(c) advances of working capital from a Canadian Loan Party (other than any Domestic Guarantor) to another Canadian Loan Party (other than any Unsecured Canadian Guarantor), (d)(i) transfers of cash and assets from a Canadian Loan Party (other than any Domestic Guarantor) to another Canadian Loan Party (other than any Unsecured Canadian Guarantor) and (ii) any transfers of cash by and among Subsidiaries of Lux SNC through a centralized account of LXE Netherlands B.V. pursuant to a cash pooling arrangement serviced by Bank of America, N.A., as servicer,

     (p) Section 8.11(b) of the Credit Agreement is hereby amended to read as follows:

     (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of EMS to be greater than (i) 3.5 to 1.0 as of any fiscal quarter ending on or before December 31, 2008, (ii) 2.75 to 1.0 as of the end of any fiscal quarter ending during the period from March 31, 2009 to and including June 30, 2010, and (iii) 2.5 to 1.0 as of the end of any fiscal quarter ending thereafter.

     (q) Schedule 8.02 to the Credit Agreement is hereby amended to read as provided on Schedule 8.02 attached hereto.

     (r) Schedule 8.03 to the Credit Agreement is hereby amended to read as provided on Schedule 8.03 attached hereto.

     3. Conditions Precedent. This Agreement shall be effective upon the satisfaction of the following conditions precedent:

     (a) receipt by the Domestic Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Guarantors, the Required Lenders, Bank of America, National Association, as Domestic Administrative Agent and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent;

     (b) receipt by the Domestic Administrative Agent of the original promissory note executed by Lux SNC in favor of EMS in connection with the Lux SNC Loan (as defined above), together with a duly executed allonge in a form satisfactory to the Domestic Administrative Agent;

     (c) receipt by the Domestic Administrative Agent of a certificate of a Responsible Officer of each Loan Party, (i) certifying that the Organization Documents of each Loan Party delivered on the Closing Date have not been amended, supplemented or otherwise modified since the Closing Date and remain in full force and effect as of the date hereof and (ii) attaching resolutions of each Loan Party approving and adopting this Agreement, in form and substance reasonably satisfactory to the Domestic Administrative Agent, and authorizing the execution and delivery of this Agreement and certifying that such resolutions have not been amended, supplemented or otherwise modified and remain in full force and effect as of the date hereof;

     (d) receipt by the Domestic Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agents and each Lender, dated as of the date hereof, in form and substance satisfactory to the Domestic Administrative Agent; and

     (e) receipt by the Administrative Agent (i) for the account of each Lender executing this Amendment on or before February 11, 2009, a fee of $20,000 and (ii) of any other fees and expenses owing to the Administrative Agent or BAS.

     4. Lux SNC Equity. Within forty-five (45) days of the date hereof, EMS shall pledge to the Domestic Administrative Agent 65% of the Equity Interests of Lux SNC (the “Lux SNC Equity Interests”) pursuant to a pledge agreement satisfactory to the Domestic Administrative Agent together with (a) favorable opinions of counsel for EMS regarding EMS’s pledge of the Lux SNC Equity Interests and (b) such other documentation reasonably requested by the Domestic Administrative Agent necessary to perfect its security interests in the Lux SNC Equity Interests, in each case in form and substance satisfactory to the Domestic Administrative Agent. The Loan Parties’ failure to comply with the terms of this Section 4 shall constitute an Event of Default under the Loan Documents.

     5. Guarantees. Within thirty (30) days of the date hereof, the Loan Parties shall cause EMS Lux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE Foreign Subsidiaries (collectively, the “Unsecured Canadian Guarantors”) to each become a Canadian Guarantor by executing and delivering to the Canadian Administrative Agent a guaranty agreement with respect to the Canadian Obligations in form and substance satisfactory to the Canadian Administrative Agent and deliver to the Canadian Administrative Agent documents of the type referred to in Section 5.01(f) of the Credit Agreement and favorable opinions of counsel to such Person in form and substance satisfactory to the Canadian Administrative Agent. Notwithstanding any terms to the contrary contained herein or in the Loan Documents, it is understood and agreed that none of Unsecured Canadian Guarantors shall be required to pledge any of their respective assets to secure the Canadian Obligations. The Loan Parties’ failure to comply with the terms of this Section 5 shall constitute an Event of Default under the Loan Documents.

     6. Miscellaneous.

     (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall continue and remain in full force and effect according to their terms.

     (b) The Guarantors (a) acknowledge and consent to all of the terms and conditions of this Agreement, (b) affirm all of their obligations under the Loan Documents and (c) agree that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge their obligations under the Credit Agreement or the other Loan Documents.

     (c) The Borrowers and each Guarantor hereby represent and warrant as follows:

     (i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

     (ii) This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.

     (iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Agreement.

     (d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

     (f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

     Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWERS:	EMS TECHNOLOGIES, INC., a Georgia corporation, as a Borrower and, with respect to the Canadian Obligations, as a Guarantor
	By:
		Name:
		Title:
	EMS TECHNOLOGIES CANADA, LTD., a Canadian federal corporation, as a Borrower
	By:
		Name:
		Title:
DOMESTIC GUARANTORS:	LXE INC., a Georgia corporation
	By:
		Name:
		Title:
	FORMATION, INC., a New Jersey corporation
	By:
		Name:
		Title:
	ADVANCED INTEGRATED RECORDERS, INC., a Delaware corporation
	By:
		Name:
		Title:
CANADIAN GUARANTORS:	990834 ONTARIO INC., an Ontario corporation
	By:
		Name:
		Title:

EMS TECHNOLOGIES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

DOMESTIC ADMINISTRATIVE AGENT:	BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
	By:
		Name:
		Title:
CANADIAN ADMINISTRATIVE AGENT:	BANK OF AMERICA, NATIONAL ASSOCIATION, acting through its Canada branch, as Canadian Administrative Agent
	By:
		Name:
		Title:
DOMESTIC LENDERS:	BANK OF AMERICA, NATIONAL ASSOCIATION, as a Domestic Lender and Domestic L/C Issuer
	By:
		Name:
		Title:
	SUNTRUST BANK, as a Domestic Lender,
	By:
		Name:
		Title:
	WACHOVIA BANK, N.A., as a Domestic Lender,
	By:
		Name:
		Title:

EMS TECHNOLOGIES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

CANADIAN LENDERS:	BANK OF AMERICA, NATIONAL ASSOCIATION, acting through its Canada branch, as a Canadian Lender and Canadian L/C Issuer
	By:
		Name:
		Title:
	SUNTRUST BANK, as a Canadian Lender,
	By:
		Name:
		Title:
	WACHOVIA BANK, N.A., as a Canadian Lender,
	By:
		Name:
		Title:

EMS TECHNOLOGIES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Schedule 8.02

Existing Investments

Loan Party	Description of Investment
EMS Technologies, Inc.	24.09% ownership interest in Miraxis License Holdings, LLC
LXE Inc.	Loan of $14,970,150.32 to LXE Nordics (formerly known as LXE Scandinavia AB)

EMS TECHNOLOGIES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Schedule 8.03

Existing Indebtedness

Loan
Party/Subsidiary	Lender	Type	Amount
EMS Technologies, Inc.	General Electric Capital	Mortgage on 660 Engineering Drive, Norcross, GA	$7,019,782.45 (as of January 31, 2009)
LXE Inc.	John Hancock Mutual Life Insurance Company	Mortgage on 125 Technology Parkway, Norcross, GA	$3,417,508.61 (as of January 31, 2009)
EMS Technologies Canada, Ltd.	Nexcap	Capital lease of office equipment	CAN$3,669.17 (as of January 31, 2009)
EMS Technologies Canada, Ltd.	Nexcap	Capital lease of office equipment	CAN$6,629.01 (as of January 31, 2009)

EMS TECHNOLOGIES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

EX-4.5

Exhibit 4.5

DOMESTIC REVOLVING NOTE

February 29, 2008

FOR VALUE RECEIVED, EMS Technologies, Inc., a Georgia corporation (“EMS”), hereby promises to pay to Bank of America, National Association or registered assigns (the “Domestic Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic Revolving Loan from time to time made by the Domestic Lender to EMS under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement’) among EMS, EMS Technologies Canada, Ltd,, a Canadian federal corporation (the Canadian Borrower’), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from the date of such Domestic Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender in U.S. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement, Domestic Revolving Loans made by the Domestic Lender shall be evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with respect thereto.

EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.

THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EMS TECHNOLOGIES, INC., a Georgia corporation
By:	/s/ Don T. Scartz
	Name:
	Title:

February 29, 2008

DOMESTIC REVOLVING NOTE

FOR VALUE RECEIVED, EMS Technologies, Inc., a Georgia corporation (“EMS”), hereby promises to pay to Wachovia Bank, N.A. or registered assigns (the “Domestic Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic Revolving Loan from time to time made by the Domestic Lender to EMS under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement’) among EMS, EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”), the Guarantors from time to time partly thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from the date of such Domestic Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement, All payments of principal and interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender in U.S. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Domestic Revolving Loans made by the Domestic Lender shall be evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with respect thereto.

EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.

THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EMS TECHNOLOGIES, INC., a Georgia corporation
By:	/s/ Don T. Scartz
	Name:
	Title:

February 29, 2008

DOMESTIC REVOLVING NOTE

FOR VALUE RECEIVED, EMS Technologies, Inc. a Georgia corporation (“EMS”), hereby promises to pay to SunTrust Bank or registered assigns (the “Domestic Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined),the principal amount of each Domestic Revolving Loan from time to time made by the Domestic Lender to EMS under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among EMS, EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”), the Guarantors from time to time partly thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not otherwise defined here in have the meanings provided in the Credit Agreement.

EMS promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from the date of such Domestic Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Domestic Administrative Agent for the account of the Domestic Lender in US. Dollars in immediately available funds at the Domestic Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement all amounts then remaining unpaid on this Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement, Domestic Revolving Loans made by the Domestic Lender shall be evidenced by one or more loan accounts or records maintained by the Domestic Lender in the ordinary course of business. The Domestic Lender may also attach schedules to this Domestic Revolving Note and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with respect thereto.

EMS, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.

THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EMS TECHNOLOGIES, INC., a Georgia corporation
By:	/s/ Don T. Scartz
	Name:
	Title:

EX-4.6

Exhibit 4.6

DOMESTIC PLEDGE AGREEMENT

     THIS DOMESTIC PLEDGE AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, National Association, as Domestic Administrative Agent (in such capacity, the “Domestic Administrative Agent”) for the Secured Parties (defined below).

WITNESSETH

     WHEREAS, credit facilities have been established in favor of EMS Technologies, Inc., a Georgia corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower” and together with EMS, the “Borrowers”), pursuant to the terms of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer;

     WHEREAS, this Pledge Agreement is required under the terms of the Credit Agreement; and

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions.

     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     (b) As used herein, the following terms shall have the meanings assigned thereto in the UCC: Accession, Financial Asset, Proceeds and Security.

     (c) As used herein, the following terms shall have the meanings set forth below:

          “Domestic Administrative Agent” has the meaning provided in the introductory paragraph hereof.

          “Pledged Collateral” has the meaning provided in Section 2 hereof.

          “Pledged Shares” has the meaning provided in Section 2 hereof.

     “Secured Obligations” means, without duplication, (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such

Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) all liabilities and obligations, whenever arising, owing from any Loan Party to any Lender or an Affiliate of any Lender arising under any Swap Contract between any Loan Party and any Lender or Affiliate of a Lender that is permitted to be incurred pursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities and obligations, whenever arising, owing from any Loan Party to any Lender or an Affiliate of any Lender arising under any Treasury Management Agreement between any Loan Party and any Lender or an Affiliate of any Lender, in each case howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing and (iv) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations described in the foregoing clauses (i), (ii) and (iii), including, without limitation, reasonable attorneys’ fees and disbursements.

     “Secured Parties” means, collectively, the Lenders and any other holder of the Secured Obligations and “Secured Party” means any one of them.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     2. Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Domestic Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged Collateral”):

     (a) Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following:

     (A) all shares, securities, membership interests and other Equity Interests or other property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, cash, securities, instruments, rights, options or other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and

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     (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

     (b) Additional Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of any Person that hereafter becomes a Domestic Subsidiary and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the Voting Equity and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by such Pledgor of any Person that hereafter becomes a Foreign Subsidiary directly owned by such Pledgor, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests.

     (c) Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing.

     Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Domestic Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Domestic Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Equity Interests.

     3. Security for Secured Obligations. The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations (subject to Section 23 hereof).

     4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

     (a) Delivery of Certificates. Each Pledgor shall deliver to the Domestic Administrative Agent (i) simultaneously with or promptly following the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Domestic Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Domestic Administrative Agent pursuant hereto. All such certificates and instruments shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.

     (b) Additional Securities. If such Pledgor shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate or instrument, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or other Equity Interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, conversion of or an exchange for, any Pledged Collateral or otherwise in respect thereof; (iii) dividends payable in securities; or

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(iv) distributions of securities or other Equity Interests, cash or other property in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall accept and receive each such certificate, instrument, option, right, dividend or distribution in trust for the benefit of the Domestic Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Domestic Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Domestic Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (c) Financing Statements. Each Pledgor authorizes the Domestic Administrative Agent to file one or more financing statements (with the description of the Pledged Collateral contained herein, including without limitation “all assets” and/or “all personal property” collateral descriptions) disclosing the Domestic Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Domestic Administrative Agent such financing statements and other filings as may be requested by the Domestic Administrative Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

     5. Representations and Warranties. Each Pledgor hereby represents and warrants to the Domestic Administrative Agent, for the benefit of the Secured Parties, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated:

     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

     (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor other than Permitted Liens.

     (c) Exercising of Rights. The exercise by the Domestic Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property.

     (d) Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Collateral or any other Person is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except as have been already obtained) or (ii) for the exercise by the Domestic Administrative Agent or the Secured Parties of their rights and remedies hereunder (except as may be required by the UCC or applicable foreign laws or laws affecting the offering and sale of securities).

     (e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Domestic Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Domestic Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Domestic Administrative

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Agent’s security interest in the Pledged Shares consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest.

     (f) Partnership and Membership Interests. Except as previously disclosed to the Domestic Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

     (g) No Other Interests. As of the date hereof, no Pledgor owns any Equity Interests in any Subsidiary other than as set forth on Schedule 2(a) attached hereto.

     6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations remain outstanding and until all of the commitments relating thereto have been terminated, such Pledgor shall:

     (a) Books and Records. Mark its books and records (and shall cause the issuer of the Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest granted to the Domestic Administrative Agent, for the benefit of the Secured Parties, pursuant to this Pledge Agreement.

     (b) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents.

     (c) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that the Domestic Administrative Agent may request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, any and all action necessary to satisfy the Domestic Administrative Agent that the Domestic Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Domestic Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Domestic Administrative Agent, delivering to the Domestic Administrative Agent upon its request after the occurrence of an Event of Default, irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

     (d) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement.

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     (e) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

     (f) Issuance or Acquisition of Equity Interests. Not, without executing and delivering, or causing to be executed and delivered, to the Domestic Administrative Agent such agreements, documents and instruments as the Domestic Administrative Agent may request for the purpose of perfecting its security interest therein, issue or acquire any Equity Interests constituting Pledged Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

     7. Advances by Secured Parties. On failure of any Pledgor to perform any of the covenants and agreements contained herein which constitutes an Event of Default and while such Event of Default is continuing, the Domestic Administrative Agent may, at its sole option and in its sole discretion, upon notice to the Pledgors, perform the same and in so doing may expend such sums as the Domestic Administrative Agent may deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Domestic Administrative Agent or the Secured Parties may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis (subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Domestic Administrative Agent or the Secured Parties on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The Secured Parties may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     8. Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Domestic Administrative Agent and the Secured Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the Uniform Commercial Code of the jurisdiction applicable to the affected Pledged Collateral.

     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section 8 and without notice, the Domestic Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Domestic

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Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Secured Party may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of such sale. The Domestic Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Domestic Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Domestic Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Domestic Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Domestic Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act”)), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Domestic Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuance of an Event of Default, the Domestic Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Domestic Administrative Agent shall have provided such notices, however, the Domestic Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

     (e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Domestic Administrative Agent or the Secured Parties are legally entitled, the Pledgors shall be jointly and severally liable (subject to Section 23 hereof) for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and attorneys’ fees and expenses. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

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     9. Rights of the Domestic Administrative Agent.

     (a) Power of Attorney. Each Pledgor hereby designates and appoints the Domestic Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the Domestic Administrative Agent may deem appropriate;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Domestic Administrative Agent may deem appropriate;

     (iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral;

     (v) to direct any parties liable for any payment in connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Domestic Administrative Agent or as the Domestic Administrative Agent shall direct;

     (vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral;

     (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral;

     (viii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Domestic Administrative Agent may deem appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

     (ix) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Domestic Administrative Agent may deem appropriate;

     (x) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Domestic Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 8 hereof; and

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     (xi) to do and perform all such other acts and things as the Domestic Administrative Agent may deem appropriate or convenient in connection with the Pledged Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Domestic Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Domestic Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Domestic Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Domestic Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.

     (b) Assignment by the Domestic Administrative Agent. The Domestic Administrative Agent may from time to time assign the Pledged Collateral and any portion thereof to a successor agent in accordance with the Credit Agreement, and the assignee shall be entitled to all of the rights and remedies of the Domestic Administrative Agent under this Pledge Agreement in relation thereto.

     (c) The Domestic Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Domestic Administrative Agent hereunder and to account for all proceeds thereof, the Domestic Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Domestic Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Domestic Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Domestic Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Domestic Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Domestic Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral.

     (d) Voting Rights in Respect of the Pledged Collateral.

     (i) So long as no Event of Default shall have occurred and be continuing, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and

     (ii) Upon the occurrence and during the continuance of an Event of Default and upon notice to the applicable Pledgor from the Domestic Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Domestic Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

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     (e) Dividend Rights in Respect of the Pledged Collateral.

     (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

     (ii) Upon the occurrence and during the continuance of an Event of Default:

     (A) all rights of a Pledgor to receive the dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Domestic Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and

     (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Domestic Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Domestic Administrative Agent as Pledged Collateral in the exact form received, to be held by the Domestic Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (f) Release of Pledged Collateral. The Domestic Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

     10. Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Domestic Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Domestic Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Domestic Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon its books and records.

     11. Continuing Agreement.

     (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated. Upon payment or other satisfaction of all Secured Obligations and termination of all commitments relating thereto, this Pledge Agreement shall be automatically terminated and the Domestic Administrative Agent and the Secured Parties shall, upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all

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UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

     (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Domestic Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Domestic Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     12. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     13. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Domestic Administrative Agent and the Secured Parties hereunder, to the benefit of the Domestic Administrative Agent and the Secured Parties and their successors and permitted assigns; provided, however, that, except as provided in the Credit Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement.

     14. Notices. All notices required or permitted to be given under this Pledge Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

     15. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

     16. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.

     17. Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND

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DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

     18. Waiver of Right to Trial by Jury.

     EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     19. Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     20. Entirety. This Pledge Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

     21. Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

     22. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person,

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then to the maximum extent permitted by applicable law the Domestic Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Domestic Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Domestic Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Domestic Administrative Agent or the Secured Parties under this Pledge Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

     23. Joint and Several Obligations of Pledgors.

     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law.

[Signature Pages Follow]

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     Each of the parties hereto has caused a counterpart of this Canadian Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:	EMS TECHNOLOGIES CANADA, LTD., a Canadian federal corporation
	By:	/s/ Don T. Scartz
		Name:	Don T. Scartz
		Title:	Chief Financial Officer
	990834 ONTARIO INC., an Ontario corporation
	By:	Don T. Scartz
		Name:	Don T. Scartz
		Title:	President and Director

EMS TECHNOLOGIES, INC.
CANADIAN PLEDGE AGREEMENT

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
By:	/s/ Anne M. Zeschke
	Name:	Anne M. Zeschke
	Title:	Assistant Vice President

EMS TECHNOLOGIES, INC.
DOSMESTIC PLEDGE AGREEMENT

SCHEDULE 2(a)

EQUITY INTERESTS

						Percentage
		Number of				Ownership
Pledgor	Issuer	Shares/Units		Certificate Number		Pledged
EMS TECHNOLOGIES, INC.	LXE, INC.		2,500,000		2		100	%
EMS TECHNOLOGIES, INC.	990834 ONTARIO INC.		65		4		65	%
LXE INC.	LXE (UK) LIMITED		325,000		3		65	%
LXE INC.	LXE BELGIUM NV		9454		N/A		65	%
LXE INC.	LXE GMBH		*		*		65	%
LXE INC.	LXE ITALIA SRL		*		*		65	%
LXE INC.	LXE SCANDANAVIA AB		23,075		N/A		65	%
LXE INC.	LXE NETHERLANDS B. V.		*		*		65	%

* To be delivered pursuant to Section 7.16 of the Credit Agreement.

EXHIBIT 4(a)

FORM OF IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of                                                                                , a                                          corporation:

Number of Shares Certificate Number

and irrevocably appoints                                                                                                      its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

[HOLDER]
By:
	Name:
	Title:

EX-4.7

Exhibit 4.7

DOMESTIC SECURITY AGREEMENT

     THIS DOMESTIC SECURITY AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, National Association, as domestic administrative agent (in such capacity, the “Domestic Administrative Agent”) for the Secured Parties (defined below).

WITNESSETH

     WHEREAS, credit facilities have been established in favor of EMS Technologies, Inc. a Georgia corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower” and together with EMS, the “Borrowers”) pursuant to the terms of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer;

     WHEREAS, this Security Agreement is required under the terms of the Credit Agreement; and

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions.

     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     (b) The following terms shall have the meanings assigned thereto in the UCC: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible Chattel Paper.

     (c) As used herein, the following terms shall have the meanings set forth below:

     “Collateral” has the meaning provided in Section 2 hereof.

     “Copyright License” means any written agreement, naming any Grantor as licensor, granting any right under any Copyright.

     “Copyrights” means (a) all copyrights registered in the United States or any other country in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or political subdivision thereof, and (b) all renewals thereof.

     “Domestic Administrative Agent” has the meaning provided in the introductory paragraph hereof.

     “Patent License” means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent.

     “Patents” means (a) all letters patent of the United States or any other country or any political subdivision thereof and all reissues and extensions thereof, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.

     “Secured Obligations” means, without duplication, (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) all liabilities and obligations, whenever arising, owing from any Loan Party to any Lender or an Affiliate of any Lender arising under any Swap Contract between any Loan Party and any Lender or Affiliate of a Lender that is permitted to be incurred pursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities and obligations, whenever arising, owing from any Loan Party to any Lender or an Affiliate of any Lender arising under any Treasury Management Agreement between any Loan Party and any Lender or an Affiliate of any Lender, in each case howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing and (iv) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations described in the foregoing clauses (i), (ii) and (iii), including, without limitation, reasonable attorneys’ fees and disbursements.

     “Secured Parties” means, collectively, the Lenders and any other holder of the Secured Obligations, and “Secured Party” means any one of them.

     “Trademark License” means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark.

     “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country, any state thereof or any political subdivision thereof, or otherwise and (b) all renewals thereof.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     “Work” means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.

     2. Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Domestic Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of

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such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

     (a) all Accounts;

     (b) all cash and currency;

     (c) all Chattel Paper;

     (d) those Commercial Tort Claims identified on Schedule 2(d) attached hereto;

     (e) all Copyrights;

     (f) all Copyright Licenses;

     (g) all Deposit Accounts;

     (h) all Documents;

     (i) all Equipment;

     (j) all Fixtures;

     (k) all General Intangibles;

     (1) all Goods;

     (m) all Instruments;

     (n) all Inventory;

     (o) all Investment Property;

     (p) all Letter-of-Credit Rights;

     (q) all Patents;

     (r) all Patent Licenses;

     (s) all Software;

     (t) all Supporting Obligations;

     (u) all Trademarks;

     (v) all Trademark Licenses; and

     (w) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing.

     The Grantors and the Domestic Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing

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collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

     Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend to (and the following shall not be included as Collateral) (i) Excluded Domestic Property, and (ii) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor if the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Security Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described above on the security interests granted hereunder shall only apply to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.

     3. Provisions Relating to Accounts.

     (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Domestic Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Domestic Administrative Agent or any Secured Party of any payment relating to such Account pursuant hereto, nor shall the Domestic Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

     (b) At any time after the occurrence and during the continuation of an Event of Default, (i) the Domestic Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Domestic Administrative Agent may reasonably require in connection with such test verifications, (ii) upon the Domestic Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Domestic Administrative Agent to furnish to the Domestic Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (iii) the Domestic Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Domestic Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

     4. Representations and Warranties. Each Grantor hereby represents and warrants to the Domestic Administrative Agent, for the benefit of the Secured Parties, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated:

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     (a) Legal Name.

     (i) Each Grantor’s exact legal name (and for the prior five years or since the date of its formation has been), and each Grantor’s taxpayer identification number and organization identification number are as set forth on Schedule 6.20(c) to the Credit Agreement.

     (ii) Each Grantor’s state of formation is (and for the prior five years or since the date of its formation has been) as set forth on Schedule 6.20(c) to the Credit Agreement.

     (iii) Other than as set forth on Schedule 6.20(c) to the Credit Agreement, no Grantor has been party to a merger, consolidation or other change in structure or used any tradename in the prior five years.

     (b) Ownership. Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

     (c) Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Domestic Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

     (d) Types of Collateral. None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or Standing Timber.

     (e) Accounts. With respect to the Accounts of the Grantors reflected as accounts receivable on the consolidated balance sheet of EMS and its Subsidiaries most recently delivered to the Domestic Administrative Agent pursuant to the Credit Agreement, (i) each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to, the account debtor named therein, (iii) any Account of a Grantor evidenced by any Instrument or Chattel Paper has, to the extent requested by the Domestic Administrative Agent, been endorsed over and delivered to, or submitted to the control of, the Domestic Administrative Agent and (iv) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders out of which they arose.

     (f) Inventory. No Inventory of a Grantor is held by any Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement.

     (g) Copyrights, Patents and Trademarks.

     (i) Schedule 6.17 to the Credit Agreement includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof (other than with respect to off-the-shelf software) and registered in the name of such Grantor.

     (ii) Each Copyright, Patent and Trademark is valid, subsisting, unexpired, enforceable and has not been abandoned as of the date hereof.

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     (iii) Except as set forth in Schedule 6.17 to the Credit Agreement, none of the Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement as of the date hereof (other than with respect to off-the-shelf software).

     (iv) No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any Copyright, Patent or Trademark.

     (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or that, if adversely determined, could reasonably be expected to have a material adverse effect on the value of any Copyright, Patent or Trademark.

     (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable.

     (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Grantor hereunder.

     (h) Commercial Tort Claims. Such Grantor has no commercial tort claims other than (i) those listed on Schedule 2(d). or (ii) as to which the actions required by Section 5(k) have been taken.

     5. Covenants. Each Grantor covenants that, so long as any of the Secured Obligations remains

     outstanding and until all of the commitments relating thereto have been terminated, such Grantor shall:

     (a) Other Liens. Defend the Collateral against Liens therein other than Permitted Liens.

     (b) Instruments/Tangible Chattel Paper/Documents. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document, (i) ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Grantor at all times or, if requested by the Domestic Administrative Agent, is immediately delivered to the Domestic Administrative Agent, duly endorsed in a manner satisfactory to the Domestic Administrative Agent and (ii) ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Domestic Administrative Agent indicating the Domestic Administrative Agent’s security interest in such Tangible Chattel Paper.

     (c) Change in Structure, Location or Type. Not, without providing ten days prior written notice to the Domestic Administrative Agent (i) change its name or state of formation, (ii) be party to a merger, consolidation or other change in structure except as permitted by the Credit Agreement or (iii) use any tradename other than as set forth on Schedule 6.20(c) to the Credit Agreement.

     (d) Perfection of Security Interest. Execute and deliver to the Domestic Administrative Agent such agreements, assignments or instruments and do all such other things as the Domestic Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Domestic Administrative Agent the effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such instruments as the Domestic Administrative Agent may

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from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(d)(1) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(d)(ii) attached hereto and (D) with regard to Trademarks registered with the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Domestic Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Domestic Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Domestic Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Domestic Administrative Agent, its nominee or any other Person whom the Domestic Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Domestic Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Domestic Administrative Agent without notice thereof to such Grantor wherever the Domestic Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Domestic Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Domestic Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Domestic Administrative Agent, then the Domestic Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Domestic Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Domestic Administrative Agent’s security interest therein and, upon the Domestic Administrative Agent’s request, instruct them to hold all such Collateral for the account of the Secured Parties, subject to the Domestic Administrative Agent’s instructions. Each Grantor agrees to mark its books and records to reflect the security interest of the Domestic Administrative Agent in the Collateral.

     (e) Control. Execute and deliver (and cause to be executed and delivered) all agreements, assignments, instruments or other documents as the Domestic Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the UCC with respect to any Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

     (f) Collateral held by Warehouseman, Bailee, etc. If any Collateral is at any time in the possession or control of a warehouseman, bailee, agent or processor of such Grantor and is expected to remain in possession and control of such third party, (i) notify the Domestic Administrative Agent

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of such possession or control, (ii) notify such Person of the Domestic Administrative Agent’s security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for the Domestic Administrative Agent’s account and subject to the Domestic Administrative Agent’s instructions and (iv) obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Domestic Administrative Agent.

     (g) Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, in each case other than as normal and customary in the ordinary course of a Grantor’s business or as required by law.

     (h) Covenants Relating to Copyrights.

     (i) Not do any act or knowingly omit to do any act whereby any Copyright owned by it may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any Copyright owned by it may become injected into the public domain; (B) notify the Domestic Administrative Agent immediately if it knows that any Copyright owned by it may become injected into the public domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the United States or any other country) regarding a Grantor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each Copyright owned by a Grantor and to maintain each registration of each Copyright owned by a Grantor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Domestic Administrative Agent of any infringement of any Copyright of a Grantor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

     (ii) Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

     (i) Covenants Relating to Patents and Trademarks.

     (i) (A) Continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Domestic Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark owned by a Grantor may become invalidated.

     (ii) Not do any act, or omit to do any act, whereby any Patent owned by a Grantor may become abandoned or dedicated.

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     (iii) Notify the Domestic Administrative Agent and the Secured Parties promptly if it knows that any application or registration relating to any Patent or Trademark owned by a Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same.

     (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Domestic Administrative Agent as required by the Credit Agreement. Upon request of the Domestic Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Domestic Administrative Agent may reasonably request to evidence the security interest of the Domestic Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby.

     (v) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each Patent and Trademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

     (vi) Promptly notify the Domestic Administrative Agent after it learns that any Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

     (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

     (j) Insurance. Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Domestic Administrative Agent hereunder.

     (k) Commercial Tort Claims.

     (i) Promptly notify the Domestic Administrative Agent in writing of the initiation of any Commercial Tort Claim before any Governmental Authority by or in favor of such Grantor.

     (ii) Execute and deliver such statements, documents and notices and do and cause to be done all such things as the Domestic Administrative Agent may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain the Domestic Administrative Agent’s security interest in any Commercial Tort Claim.

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     6. Advances by Domestic Administrative Agent. On failure of any Grantor to perform any of the covenants and agreements contained herein which constitutes an Event of Default and while such Event of Default continues, the Domestic Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Domestic Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Domestic Administrative Agent may make for the protection of the security hereof or that may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 22 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Domestic Administrative Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Security Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The Domestic Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged, without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     7. Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Domestic Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral and, further, the Domestic Administrative Agent may, with or without judicial process or the aid and assistance of others to the extent permitted by applicable law, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Domestic Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Domestic Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Domestic Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale. In addition to all other sums due the Domestic Administrative Agent and the Secured Parties with respect to the Secured Obligations, the Grantors shall pay the Domestic Administrative Agent and each of the Secured Parties all reasonable documented costs and expenses incurred by the Domestic Administrative Agent or any such Secured Party, in enforcing its remedies hereunder including, but not limited to, attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Domestic Administrative Agent or the Secured Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Debtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served

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on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Domestic Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Domestic Administrative Agent and the Secured Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Domestic Administrative Agent may further postpone such sale by announcement made at such time and place.

     (b) Remedies relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Domestic Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Domestic Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Domestic Administrative Agent and (ii) the Domestic Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Domestic Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Domestic Administrative Agent or of the Domestic Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Domestic Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Secured Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Domestic Administrative Agent in accordance with the provisions hereof shall be solely for the Domestic Administrative Agent’s own convenience. The Domestic Administrative Agent and the Secured Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Domestic Administrative Agent and the Secured Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and attorneys’ fees suffered or incurred by the Domestic Administrative Agent or the Secured Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

     (c) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Domestic Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Domestic Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Domestic Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

     (d) Nonexclusive Nature of Remedies. Failure by the Domestic Administrative Agent or the Secured Parties to exercise any right, remedy or option under this Security Agreement, any other Loan Document, any other documents relating to the Secured Obligations, or as provided by law, or any delay by

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the Domestic Administrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Domestic Administrative Agent or the Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither the Domestic Administrative Agent, the Secured Parties, nor any party acting as attorney for the Domestic Administrative Agent or the Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Domestic Administrative Agent and the Secured Parties under this Security Agreement shall be cumulative and not exclusive of any other right or remedy that the Domestic Administrative Agent or the Secured Parties may have.

     (e) Retention of Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuance of an Event of Default, the Domestic Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Domestic Administrative Agent shall have provided such notices, however, the Domestic Administrative Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.

     (f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Domestic Administrative Agent or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 22 hereof), together with interest thereon at the Default Rate, together with the costs of collection and attorneys’ fees. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     8. Rights of the Domestic Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Domestic Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Domestic Administrative Agent may reasonably deem appropriate;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle or compromise any action, suit or proceeding brought and, in connection therewith, give such discharge or release as the Domestic Administrative Agent may reasonably deem appropriate;

     (iv) to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;

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     (v) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

     (vi) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Domestic Administrative Agent or as the Domestic Administrative Agent shall direct;

     (vii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;

     (viii) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Domestic Administrative Agent were the absolute owner thereof for all purposes;

     (ix) to adjust and settle claims under any insurance policy relating thereto;

     (x) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Domestic Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

     (xi) to institute any foreclosure proceedings that the Domestic Administrative Agent may reasonably deem appropriate; and

     (xii) to do and perform all such other acts and things as the Domestic Administrative Agent may reasonably deem appropriate or convenient in connection with the Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Domestic Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Domestic Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Domestic Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Domestic Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

     (b) The Domestic Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Domestic Administrative Agent hereunder and to account for all proceeds thereof, the Domestic Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Domestic Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Domestic Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Domestic Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Domestic Administrative Agent shall not have responsibility for taking any necessary steps to

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preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Domestic Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale.

     9. Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Domestic Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the Credit Agreement, and each Grantor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Domestic Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Domestic Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     10. Continuing Agreement.

     (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated. Upon payment or other satisfaction of all Secured Obligations and termination of the commitments related thereto, this Security Agreement and the liens and security interests of the Domestic Administrative Agent hereunder shall be automatically terminated and the Domestic Administrative Agent shall, upon the request and at the expense of the Grantors, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

     (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Domestic Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including, without limitation, attorneys’ fees and disbursements) incurred by the Domestic Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     11. Amendments and Waivers. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     12. Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Domestic Administrative Agent and the Secured Parties hereunder, to the benefit of the Domestic Administrative Agent and the Secured Parties and their successors and permitted assigns; provided, however, none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement.

     13. Notices. All notices required or permitted to be given under this Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

     14. Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and

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the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart.

     15. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.

     16. Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE DOMESTIC ADMINISTRATIVE AGENT AND EACH SECURED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH GRANTOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GRANTOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

     17. Waiver of Right to Trial by Jury.

     EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT

     18. Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

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     19. Entirety. This Security Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

     20. Survival. All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Security Agreement, the other Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

     21. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then to the extent permitted by applicable law the Domestic Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Domestic Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Domestic Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Domestic Administrative Agent or the Secured Parties under this Security Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations.

     22. Joint and Several Obligations of Grantors.

     (a) Subject to subsection (c) of this Section 22, each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

     (b) Subject to subsection (c) of this Section 22, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Grantor under the Credit Agreement, the other Loan Documents and the other documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.

[Signature Pages Follow]

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     Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	EMS TECHNOLOGIES, INC., a Georgia corporation
	By:	/s/ Don T. Scartz
		Name:	Don T. Scartz
		Title:	Executive Vice President and Chief Financial Officer
	LXE INC., a Georgia corporation
	By:	/s/ Don T. Scartz
		Name:	Don T. Scartz
		Title:	Treasurer and Assistant Secretary

EMS TECHNOLOGIES, INC.
DOMESTIC SECURITY AGREEMENT

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
By:	/s/ Anne M. Zeschke
	Name:	Anne M. Zeschke
	Title:	Assistant Vice President

EMS TECHNOLOGIES, INC.
DOMESTIC SECURITY AGREEMENT

SCHEDULE 2(d)

COMMERCIAL TORT CLAIMS

None.

EXHIBIT 5(d)(i)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

United States Copyright Office

Ladies and Gentlemen:

     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown on Schedule 1 attached hereto to the Domestic Administrative Agent for the ratable benefit of the Secured Parties.

     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,
[Grantor]
By:
	Name:
	Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
By:
	Name:
	Title:

EXHIBIT 5(d)(ii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

United States Patent and Trademark Office

Ladies and Gentlemen:

     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the patents and patent applications set forth on Schedule 1 attached hereto to the Domestic Administrative Agent for the ratable benefit of the Secured Parties.

     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,
[Grantor]
By:
	Name:
	Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
By:
	Name:
	Title:

EXHIBIT 5(d)(iii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Ladies and Gentlemen:

     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications set forth on Schedule 1 attached hereto to the Domestic Administrative Agent for the ratable benefit of the Secured Parties.

     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,
[Grantor]
By:
	Name:
	Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION, as Domestic Administrative Agent
By:
	Name:
	Title:

EX-4.8

Exhibit 4.8

CANADIAN REVOLVING NOTE

February 29, 2008

FOR VALUE RECEIVED, the EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”) hereby promises to pay to Wachovia Bank, N.A. or registered assigns (the “Canadian Lender”) in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Revolving Loan from time to time made by the Canadian Lender to the Canadian Borrower under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among EMS Technologies, Inc., a Georgia corporation, the Canadian Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Canadian Borrower promises to pay interest on the unpaid principal amount of each Canadian Revolving Loan from the date of such Canadian Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Canadian Administrative Agent for the account of the Canadian Lender in the applicable currency, in immediately available funds at the Canadian Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Canadian Revolving Note is one of the Canadian Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Canadian Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Canadian Revolving Loans made by the Canadian Lender shall be evidenced by one or more loan accounts or records maintained by the Canadian Lender in the ordinary course of business. The Canadian Lender may also attach schedules to this Canadian Revolving Note and endorse thereon the date, amount and maturity of its Canadian Revolving Loans and payments with respect thereto.

The Canadian Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Canadian Revolving Note.

THIS CANADIAN REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EMS TECHNOLOGIES CANADA, LTD., a Canadian federal corporation
By:	/s/ Don T. Scartz
	Name:
	Title:

CANADIAN REVOLVING NOTE

February 29, 2008

FOR VALUE RECEIVED, the EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”), hereby promises to pay to SunTrust Bank or registered assigns (the “Canadian Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Revolving Loan from time to time made by the Canadian Lender to the Canadian Borrower under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among EMS Technologies, Inc., a Georgia corporation, the Canadian Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Canadian Borrower promises to pay interest on the unpaid principal amount of each Canadian Revolving Loan from the date of such Canadian Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Canadian Administrative Agent for the account of the Canadian Lender in the applicable currency, in immediately available funds at the Canadian Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Canadian Revolving Note is one of the Canadian Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Canadian Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Canadian Revolving Loans made by the Canadian Lender shall be evidenced by one or more loan accounts or records maintained by the Canadian Lender in the ordinary course of business. The Canadian Lender may also attach schedules to this Canadian Revolving Note and endorse thereon the date, amount and maturity of its Canadian Revolving Loans and payments with respect thereto.

The Canadian Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Canadian Revolving Note.

THIS CANADIAN REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EMS TECHNOLOGIES CANADA, LTD., a Canadian federal corporation
By:	/s/ Don T. Scartz
	Name:
	Title:

EX-4.9

Exhibit 4.9

CANADIAN PLEDGE AGREEMENT

     THIS CANADIAN PLEDGE AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Canadian Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the Secured Parties (defined below).

W I T N E S S E T H

     WHEREAS, credit facilities have been established in favour of EMS Technologies, Inc., a Georgia corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower” and together with EMS, the “Borrowers”), pursuant to the terms of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer;

     WHEREAS, this Canadian Pledge Agreement is required under the terms of the Credit Agreement; and

     NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     (b) As used herein, the following terms shall have the meanings given to them in the Personal Property Security Act (Ontario) (the “PPSA”), as now enacted or as the same may from time to time be amended, re-enacted or replaced: Accessions and Proceeds.

     (c) As used herein, the following terms shall have the meanings given to them in the Securities Transfer Act (Ontario) (the “STA”), as now enacted or as the same may from time to time be amended, re-enacted or replaced: Financial Asset, Securities Account, Security and Security Entitlement.

     (d) As used herein, the following terms shall have the meanings set forth below:

“Canadian Administrative Agent” has the meaning provided in the introductory paragraph hereof.

“Pledged Collateral” has the meaning provided in Section 2 hereof.

“Pledged Shares” has the meaning provided in Section 2 hereof.

“PPSA” has the meaning provided in Section 1 (b) hereof.

“Secured Obligations” means, without duplication, (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Canadian Loan Party arising under any Canadian Loan Document or otherwise with respect to any Canadian Revolving Loan or Canadian Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Canadian Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) all liabilities and obligations, whenever arising, owing from the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of any Canadian Lender arising under any Swap Contract between the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any Canadian Lender or Affiliate of a Canadian Lender that is permitted to be incurred pursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities and obligations, whenever arising, owing from the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of any Canadian Lender arising under any Treasury Management Agreement between the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any Canadian Lender or an Affiliate of any Canadian Lender, in each case howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing and (iv) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations described in the foregoing clauses (i), (ii) and (iii), including, without limitation, reasonable legal fees and disbursements.

“Secured Parties” means, collectively, the Canadian Lenders and any other holder of the Secured Obligations and “Secured Party” means any one of them.

“STA” has the meaning provided in Section 1(c) hereof.

2. PLEDGE AND GRANT OF SECURITY INTEREST

     To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Canadian Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set-off against, any and all right, title and

2

interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter, by way of amalgamation or otherwise (collectively, the “Pledged Collateral”):

(a) Pledged Shares. One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of each Canadian Subsidiary set forth on Schedule 2(A) attached hereto, together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following:

(A)

all shares, securities, membership interests and other Equity Interests or other property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, cash, securities, instruments, rights, options or other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and

(B)

without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any amalgamation involving the issuer of any Pledged Shares, all Equity Interests of the successor entity formed by or resulting from such consolidation, amalgamation or merger;

(b)	Additional Shares. One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of any Person that hereafter becomes a Canadian Subsidiary, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests;
(c)	Proceeds. All Proceeds in respect of the foregoing and all rights and interest of the Pledgor in respect thereof or evidenced thereby, including all money received or receivable from time to time by the Pledgor in connection with the sale of any of the foregoing; and
(d)	Accessions. All Accessions of any and all of the foregoing.

          Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Canadian Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Canadian Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Canadian Pledge Agreement whether or not Schedule 2(A) is amended to refer to such additional Equity Interests.

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          The security interest granted hereby and all rights of any Secured Party hereunder and all obligations of the Pledgors hereunder are unconditional and absolute and independent and separate from any other security for the Secured Obligations, whether executed by the Pledgors or any other person.

          This Canadian Pledge Agreement and the security interest granted hereby is granted as collateral security only and will not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgors with respect to any of the Pledged Collateral or any transaction in connection therewith.

          Each of the Pledgors acknowledges that the security interest hereby created attaches upon the execution of this Canadian Pledge Agreement (or in the case of any after-acquired Pledged Collateral, upon the date of acquisition by the Pledgors of any rights therein), that value has been given by the Secured Parties and that the Pledgors have, or in the case of after-acquired Pledged Collateral will have, rights in the Pledged Collateral or the power to transfer rights in the Pledged Collateral to the Secured Parties.

3. SECURITY FOR SECURED OBLIGATIONS

     The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations (subject to Section 23 hereof).

4. DELIVERY OF THE PLEDGED COLLATERAL

     Each Pledgor hereby agrees that:

     (a) Delivery of Certificates. Each Pledgor shall deliver to the Canadian Administrative Agent (i) simultaneously with or promptly following the execution and delivery of this Canadian Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Canadian Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Canadian Administrative Agent pursuant hereto. All such certificates and instruments shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto.

     (b) Additional Securities. If such Pledgor shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate or instrument, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, amalgamation, sale of assets, combination of shares or membership or other Equity Interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, conversion of, or an exchange for, any Pledged Collateral or otherwise in respect thereof; (iii) dividends payable in securities; or (iv) distributions of securities or other Equity Interests, cash or other property in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall accept and receive each such certificate,

4

instrument, option, right, dividend or distribution in trust for the benefit of the Canadian Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Canadian Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Canadian Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (c) Financing Statements. Each Pledgor authorizes the Canadian Administrative Agent to file one or more financing statements (with the description of the Pledged Collateral contained herein, including without limitation “accounts” and “other” collateral descriptions) disclosing the Canadian Administrative Agent’s security interest in the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Canadian Administrative Agent such financing statements and other filings as may be requested by the Canadian Administrative Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor.

5. REPRESENTATIONS AND WARRANTIES

     Each Pledgor hereby represents and warrants to the Canadian Administrative Agent, for the benefit of the Secured Parties, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated:

     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

     (b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 1 of the STA with respect to the Pledged Shares of such Pledgor other than Permitted Liens.

     (c) Exercising of Rights. The exercise by the Canadian Administrative Agent of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property.

     (d) Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any Governmental Authority or with the issuer of any Pledged Collateral or any other Person is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Canadian Pledge Agreement (except as have been already obtained) or (ii) for the exercise by the Canadian Administrative Agent or the Secured Parties of their rights and remedies hereunder (except as maybe required by the PPSA, the STA or applicable foreign laws or laws affecting the offering and sale of securities).

     (e) Security Interest/Priority. This Canadian Pledge Agreement creates a valid security interest in favour of the Canadian Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Canadian Administrative Agent of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Canadian Administrative Agent’s security interest in the Pledged Shares consisting of certificated securities of Canadian Subsidiaries

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and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest.

     (f) Partnership and Membership Interests. Except as previously disclosed to the Canadian Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security for the purposes of the STA, (iii) is held in a Securities Account or (iv) constitutes a Financial Asset.

     (g) No Other Interests. As of the date hereof, no Pledgor owns any Equity Interests in any Canadian Subsidiary other than as set forth on Schedule 2(A) attached hereto.

6. COVENANTS

     Each Pledgor hereby covenants, that so long as any of the Secured Obligations remain outstanding and until all of the commitments relating thereto have been terminated, such Pledgor shall:

     (a) Books and Records. Mark its books and records (and shall cause the issuer of the Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest granted to the Canadian Administrative Agent, for the benefit of the Secured Parties, pursuant to this Canadian Pledge Agreement.

     (b) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Canadian Loan Documents.

     (c) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that maybe necessary and desirable or that the Canadian Administrative Agent may request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, any and all action necessary to satisfy the Canadian Administrative Agent that the Canadian Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Canadian Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Canadian Pledge Agreement, including, without limitation and if requested by the Canadian Administrative Agent, delivering to the Canadian Administrative Agent upon its request after the occurrence of an Event of Default, irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

     (d) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement.

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     (e) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the Ontario Securities Commission and any other provincial, territorial, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

     (f) Issuance or Acquisition of Equity Interests. Not, without executing and delivering, or causing to be executed and delivered, to the Canadian Administrative Agent such agreements, documents and instruments as the Canadian Administrative Agent may request for the purpose of perfecting its security interest therein, issue or acquire any Equity Interests constituting Pledged Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security for the purposes of the STA, (iii) is held in a Securities Account or (iv) constitutes a Financial Asset.

7. ADVANCES BY SECURED PARTIES

     On failure of any Pledgor to perform any of the covenants and agreements contained herein which constitutes an Event of Default and while such Event of Default is continuing, the Canadian Administrative Agent may, at its sole option and in its sole discretion, upon notice to the Pledgors, perform the same and in so doing may expend such sums as the Canadian Administrative Agent may deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Canadian Administrative Agent or the Secured Parties may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis (subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Canadian Administrative Agent or the Secured Parties on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Canadian Pledge Agreement, the other Canadian Loan Documents or any other documents relating to the Secured Obligations. The Secured Parties may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

8. REMEDIES.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Canadian Administrative Agent and the Secured Parties shall have, in addition to the rights and remedies provided herein, in the Canadian Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, attachment and garnishment), the rights and remedies of a secured party under the legislation relating to security of personal property of the jurisdiction applicable to the affected Pledged Collateral.

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     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section 8 and without notice, the Canadian Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Canadian Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Secured Party may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of such sale. The Canadian Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Canadian Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Canadian Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Canadian Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favourable than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Canadian Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act (Ontario), as now enacted or as the same may from time to time be amended, re-enacted or replaced (the “Securities Act”) or under other applicable provincial, territorial and federal securities laws. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Ottawa, Ontario (to the extent that such offer may be advertised without prior registration under the Securities Act), notwithstanding that such sale may not constitute a “distribution to the public” under the Securities Act, and the Canadian Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuance of an Event of Default, the Canadian Administrative Agent may, after providing the notices required by Part V of the PPSA or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Canadian Administrative Agent shall have provided such notices,

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however, the Canadian Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

     (e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Canadian Administrative Agent or the Secured Parties are legally entitled, the Pledgors shall be jointly and severally liable (subject to Section 23 hereof) for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and legal fees and expenses. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

9. RIGHTS OF THE CANADIAN ADMINISTRATIVE AGENT.

     (a) Power of Attorney. Each Pledgor hereby designates and appoints the Canadian Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

(i)	to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the Canadian Administrative Agent may deem appropriate;
(ii)	to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;
(iii)	to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Canadian Administrative Agent may deem appropriate;
(iv)	to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral;
(v)	to direct any parties liable for any payment in connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Canadian Administrative Agent or as the Canadian Administrative Agent shall direct;
(vi)	to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral;
(vii)	to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral;
(viii)	to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements,

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affidavits, notices and other agreements, instruments and documents that the Canadian Administrative Agent may deem appropriate in order to perfect and maintain the security interests and liens granted in this Canadian Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

(ix)	to exchange any of the Pledged Collateral or other property upon any amalgamation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Canadian Administrative Agent may deem appropriate;
(x)	to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Canadian Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 8 hereof; and
(xi)	to do and perform all such other acts and things as the Canadian Administrative Agent may deem appropriate or convenient in connection with the Pledged Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Canadian Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Canadian Administrative Agent in this Canadian Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Canadian Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Canadian Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.

     (b) Assignment by the Canadian Administrative Agent. The Canadian Administrative Agent may from time to time assign the Pledged Collateral and any portion thereof to a successor agent in accordance with the Credit Agreement, and the assignee shall be entitled to all of the rights and remedies of the Canadian Administrative Agent under this Canadian Pledge Agreement in relation thereto.

     (c) The Canadian Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Canadian Administrative Agent hereunder and to account for all proceeds thereof, the Canadian Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Canadian Administrative Agent shall be relieved of all responsibility for

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the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Canadian Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Canadian Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Canadian Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Canadian Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral.

(d) Voting Rights in Respect of the Pledged Collateral

(i)

So long as no Event of Default shall have occurred and be continuing, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Canadian Pledge Agreement or the Credit Agreement; and

(ii)

Upon the occurrence and during the continuance of an Event of Default and upon notice to the applicable Pledgor from the Canadian Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Canadian Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

(e) Dividend Rights in Respect of the Pledged Collateral

(i)

So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

(ii)

Upon the occurrence and during the continuance of an Event of Default:

(A) all rights of a Pledgor to receive the dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Canadian Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and

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(B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Canadian Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Canadian Administrative Agent as Pledged Collateral in the exact form received, to be held by the Canadian Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (f) Release of Pledged Collateral. The Canadian Administrative Agent may release any of the Pledged Collateral from this Canadian Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Canadian Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Canadian Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted.

10. APPLICATION OF PROCEEDS

     Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Canadian Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Canadian Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Canadian Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon its books and records.

11. CONTINUING AGREEMENT.

     (a) This Canadian Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated. Upon payment or other satisfaction of all Secured Obligations and termination of all commitments relating thereto, this Canadian Pledge Agreement shall be automatically terminated and the Canadian Administrative Agent and the Secured Parties shall, upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all PPSA termination statements, discharges and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Canadian Pledge Agreement.

     (b) This Canadian Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any

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bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including, without limitation, legal fees and disbursements) incurred by the Canadian Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

12. AMENDMENTS AND WAIVERS

     This Canadian Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

13. SUCCESSORS IN INTEREST

     This Canadian Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Canadian Administrative Agent and the Secured Parties hereunder, to the benefit of the Canadian Administrative Agent and the Secured Parties and their successors and permitted assigns; provided, however, that, except as provided in the Credit Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Canadian Lenders under the Credit Agreement.

14. NOTICES

     All notices required or permitted to be given under this Canadian Pledge Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

15. COUNTERPARTS

     This Canadian Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Canadian Pledge Agreement to produce or account for more than one such counterpart.

16. HEADINGS

     The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Canadian Pledge Agreement.

17. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

     (a) THIS CANADIAN PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN COLLATERAL

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DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO OR OF CANADA, AND BY EXECUTION AND DELIVERY OF THIS CANADIAN PLEDGE AGREEMENT, EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH JURISDICTION.

18. WAIVER OF RIGHT TO TRIAL BY JURY.

     EACH PARTY TO THIS CANADIAN PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS CANADIAN PLEDGE AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CANADIAN PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

19. SEVERABILITY

     If any provision of this Canadian Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

20. ENTIRETY

     This Canadian Pledge Agreement, the other Canadian Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including

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any commitment letters or correspondence relating to the Canadian Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

21. SURVIVAL

     All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Canadian Pledge Agreement, the other Canadian Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

22. OTHER SECURITY

     To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then to the maximum extent permitted by applicable law the Canadian Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Canadian Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Canadian Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Canadian Administrative Agent or the Secured Parties under this Canadian Pledge Agreement, under any of the other Canadian Loan Documents or under any other document relating to the Secured Obligations.

23. JOINT AND SEVERAL OBLIGATIONS OF PLEDGORS

     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Canadian Pledge Agreement, the other Canadian Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Canadian Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Canadian Loan Documents and the documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under any applicable federal, provincial or territorial law.

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[Signature Pages Follow]

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     Each of the parties hereto has caused a counterpart of this Canadian Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:	EMS TECHNOLOGIES CANADA, LTD.,
	a Canadian federal corporation
	By: Name:	/s/ Don T. Scartz
	Title:
	990834 ONTARIO INC.,
	an Ontario corporation
	By:	/s/ Don T. Scartz
	Name:
	Title:

EMS TECHNOLOGIES, INC.
CANADIAN PLEDGE AGREEMENT

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, NATIONAL ASSOCIATION,
acting through its Canada branch,
as Canadian Administrative Agent

By: Name:	/s/ Medina Sales de Andrade Medina Sales de Andrade
Title:	Vice President

EMS TECHNOLOGIES, INC.
CANADIAN PLEDGE AGREEMENT

SCHEDULE 2(A)

EQUITY INTERESTS

		Number of	Certificate	Percentage
Pledgor	Issuer	Shares/Units	Number	Ownership
990834 Ontario Inc.	EMS Technologies	200 Common shares	2	100%
	Canada, Ltd.

EXHIBIT 4(a)

FORM OF IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to                                                                                                                                                                                                            the following shares of capital stock of                                                             , a                                         corporation:

Number of Shares Certificate Number

and irrevocably appoints                                                                                 , its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

DATED as of                                                             ,                                           .

[HOLDER]

By:

Name:

Title:

EX-4.10

Exhibit 4.10

CANADIAN SECURITY AGREEMENT

     THIS CANADIAN SECURITY AGREEMENT dated as of February 29, 2008 (as amended, modified, restated or supplemented from time to time, the “Canadian Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent”) for the Secured Parties (defined below).

W I T N E S S E T H

     WHEREAS, credit facilities have been established in favour of EMS Technologies, Inc. a Georgia corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower” and together with EMS, the “Borrowers”) pursuant to the terms of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer;

     WHEREAS, this Canadian Security Agreement is required under the terms of the Credit Agreement; and

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions.

     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

     (b) The following terms shall have the meanings given to them in the Personal Property Security Act (Ontario) (the “PPSA”), as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in Section 2 hereof: Accessions, Account, Chattel Paper, Consumer Goods, Document of Title, Futures Account, Futures Contract, Goods, Instrument, Intangible, Inventory, Investment Property, Money and Proceeds.

     (c) The following terms shall have the meanings given to them in the Securities Transfer Act (Ontario) (the “STA”), as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in Section 2 hereof: Certificated Security, Securities Account, Security, Security Entitlement and Uncertificated Security.

     (d) As used herein, the following terms shall have the meanings set forth below:

     “Canadian Administrative Agent” has the meaning provided in the introductory paragraph hereof.

     “Collateral” has the meaning provided in Section 2 hereof.

     “Copyright License” means any written agreement, naming any Grantor as licensor, granting any right under any Copyright.

     “Copyrights” means (a) all copyrights registered in Canada or any other country in all works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the Canadian Intellectual Property Office or in any similar office or agency of Canada, any province or territory thereof, or any other country or political subdivision thereof, and (b) all renewals thereof.

     “Patent License” means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent.

     “Patents” means (a) all letters patent of Canada, or any other country or any political subdivision thereof, and all reissues and extensions thereof, and (b) all applications for letters patent of Canada and all divisions, continuations and continuations-in-part thereof.

     “PPSA” has the meaning provided in Section 1 (b) hereof.

     “Secured Obligations” means, without duplication, (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Canadian Loan Party arising under any Canadian Loan Document or otherwise with respect to any Canadian Revolving Loan or Canadian Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Canadian Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) all liabilities and obligations, whenever arising, owing from the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of any Canadian Lender arising under any Swap Contract between the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any Canadian Lender or Affiliate of a Canadian Lender that is permitted to be incurred pursuant to Section 8.03(d) of the Credit Agreement, (iii) all liabilities and obligations, whenever arising, owing from the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary to any Canadian Lender or an Affiliate of any Canadian Lender arising under any Treasury Management Agreement between any the Canadian Borrower or any Canadian Loan Party that is a Canadian Subsidiary and any Canadian Lender or an Affiliate of any Canadian Lender, in each case howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing and (iv) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations described in the foregoing clauses (i), (ii) and (iii), including, without limitation, reasonable legal fees and disbursements.

     “Secured Parties” means, collectively, the Canadian Lenders and any other holder of the Secured Obligations, and “Secured Party” means any one of them.

     “STA” has the meaning provided in Section 1(c) hereof.

     “Trademark License” means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark.

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     “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the Canadian Intellectual Property Office or in any similar office or agency of Canada, or any other country or political subdivision thereof, or otherwise and (b) all renewals thereof.

     2. Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby assigns (other than Trademarks), pledges, mortgages (other than Trademarks) and charges as and by way of a fixed and specific mortgage and charge to the Canadian Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter, by way of amalgamation or otherwise (collectively, the “Collateral”):

     (a) Receivables: all debts, Accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Grantor;

     (b) Inventory: all Inventory of whatever kind and wherever situated including, without limiting the generality of the foregoing, all goods held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in the business of the Grantor;

     (c) Equipment: all machinery, equipment, fixtures, furniture, plant, vehicles and other tangible personal property which are not Inventory;

     (d) Chattel Paper: all Chattel Paper;

     (e) Documents of Title: all warehouse receipts, bills of lading and other Documents of Title, whether negotiable or not;

     (f) Securities and Instruments: all shares, stock, warrants, bonds, debentures, debenture stock and other Securities and all Instruments;

     (g) Investment Property: all Certificated Securities and Uncertificated Securities, Security Entitlements, Securities Accounts, Futures Contracts and Futures Accounts;

     (h) Intangibles: all Intangibles not otherwise described in this Section 2 including, without limiting the generality of the foregoing, all goodwill, Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses and other industrial property;

     (i) Money: all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government;

     (j) Goods: all tangible personal property other than Chattel Paper, Documents of Title, Instruments, Money and Investment Property;

     (k) Books, Records. Etc.: all books, papers, Accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 2 and all contracts, Securities, Instruments and other rights and benefits in respect thereof;

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     (l) Substitutions, Etc.: all replacements of, substitutions for and increases, additions and Accessions to any of the property described in this Section 2;

     (m) Proceeds: all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the loss of or damage to the Collateral; and

     (n) to the extent not otherwise included, all Accessions of any and all of the foregoing.

provided that the security interest granted hereby will not extend or apply to the last day of the term of any lease or any agreement therefor now held or hereafter acquired by the Grantor, but should the Secured Parties enforce the security interest granted hereby, the Grantor will thereafter stand possessed of such last day in trust to assign the same to any person acquiring such term in the course of the enforcement of the security interest granted hereby.

     Each of the Grantors acknowledges that value has been given and agrees that the security interest granted hereby will attach when such Grantor signs this Canadian Security Agreement and such Grantor has any rights in the Collateral.

     The Grantors and the Canadian Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

     Notwithstanding anything to the contrary contained herein, the security interests granted under this Canadian Security Agreement shall not extend to (and the following shall not be included as Collateral) (i) Excluded Canadian Property, and (ii) any Intangible, permit, lease, license, contract or other Instrument of a Grantor if the grant of a security interest in such Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Canadian Security Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (a) any such limitation described above on the security interests granted hereunder shall only apply to the extent that any such prohibition is not rendered ineffective pursuant to the PPSA, the STA or any other applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.

     3. Provisions Relating to Accounts.

     (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Canadian Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Canadian Security Agreement or the receipt by the Canadian Administrative Agent or any Secured Party

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of any payment relating to such Account pursuant hereto, nor shall the Canadian Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

     (b) At any time after the occurrence and during the continuation of an Event of Default, (i) the Canadian Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Canadian Administrative Agent may reasonably require in connection with such test verifications, (ii) upon the Canadian Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Canadian Administrative Agent to furnish to the Canadian Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (iii) the Canadian Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Canadian Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

     4. Representations and Warranties. Each Grantor hereby represents and warrants to the Canadian Administrative Agent, for the benefit of the Secured Parties, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated:

     (a) Legal Name.

     (i) Each Grantor’s exact legal name (and for the prior five years or since the date of its formation have been) are as set forth on Schedule 6.20(c) to the Credit Agreement.

     (ii) Each Grantor’s jurisdiction of formation is (and for the prior five years or since the date of its formation has been) as set forth on Schedule 6.20(c) to the Credit Agreement.

     (iii) Other than as set forth on Schedule 6.20(c) to the Credit Agreement, no Grantor has been party to an amalgamation or other change in structure or used any trade name in the prior five years.

     (b) Ownership. Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

     (c) Security Interest/Priority. This Canadian Security Agreement creates a valid security interest in favour of the Canadian Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the PPSA, free and clear of all Liens except for Permitted Liens.

     (d) Types of Collateral. None of the Collateral consists of, or is the Accessions or the Proceeds of Consumer Goods.

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     (e) Accounts. With respect to the Accounts of the Grantors reflected as accounts receivable on the consolidated balance sheet of EMS and its Subsidiaries most recently delivered to the Domestic Administrative Agent pursuant to the Credit Agreement, (i) each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to the account debtor named therein, (iii) any Account of a Grantor evidenced by any Instrument or Chattel Paper has, to the extent requested by the Canadian Administrative Agent, been endorsed over and delivered to, or submitted to the control of, the Canadian Administrative Agent and (iv) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders out of which they arose.

     (f) Inventory. No Inventory of a Grantor is held by any Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement.

     (g) Copyrights, Patents and Trademarks.

     (i) Schedule 6.17 to the Credit Agreement includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date hereof (other than with respect to off-the-shelf software) and registered in the name of such Grantor.

     (ii) Each Copyright, Patent and Trademark is valid, subsisting, unexpired, enforceable and has not been abandoned as of the date hereof.

     (iii) Except as set forth in Schedule 6.17 to the Credit Agreement, none of the Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement as of the date hereof (other than with respect to off-the-shelf software).

     (iv) No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any Copyright, Patent or Trademark.

     (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or that, if adversely determined, could reasonably be expected to have a material adverse effect on the value of any Copyright, Patent or Trademark.

     (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable.

     (vii) No Grantor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Grantor hereunder.

     5. Covenants. Each Grantor covenants that, so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated, such Grantor shall:

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     (a) Other Liens. Defend the Collateral against Liens therein other than Permitted Liens.

     (b) Instruments/Chattel Paper/Documents of Title. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document of Title, (i) ensure that such Instrument, Chattel Paper or Document of Title is either in the possession of such Grantor at all times or, if requested by the Canadian Administrative Agent, is immediately delivered to the Canadian Administrative Agent, duly endorsed in a manner satisfactory to the Canadian Administrative Agent and (ii) ensure that any Collateral consisting of Chattel Paper is marked with a legend acceptable to the Canadian Administrative Agent indicating the Canadian Administrative Agent’s security interest in such Chattel Paper.

     (c) Change in Name, Location, Structure or Type. Not, without providing ten days prior written notice to the Canadian Administrative Agent (i) change its name, the province in which the chief executive office is located or jurisdiction of formation, (ii) be party to a merger, amalgamation, consolidation or other change in structure except as permitted by the Credit Agreement or (iii) use any trade name other than as set forth on Schedule 6.20(c) to the Credit Agreement.

     (d) Perfection of Security Interest. Execute and deliver to the Canadian Administrative Agent such agreements, assignments or instruments and do all such other things as the Canadian Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Canadian Administrative Agent the effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such instruments as the Canadian Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the PPSA, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the Canadian Intellectual Property Office in the form of Exhibit 5(d)(i) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the Canadian Intellectual Property Office in the form of Exhibit 5 (d)(ii) attached hereto and (D) with regard to Trademarks registered with the Canadian Intellectual Property Office and all applications for Trademarks filed with the Canadian Intellectual Property Office, a Notice of Grant of Security Interest in Trademarks for filing with the Canadian Intellectual Property Office in the form of Exhibit 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Canadian Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Canadian Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “inventory”, “equipment”, “accounts”, “other” and/or “motor vehicle included” collateral descriptions) disclosing the Canadian Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Canadian Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Canadian Administrative Agent without notice thereof to such Grantor wherever the Canadian Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than Ontario becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Canadian Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Canadian Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request

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of the Canadian Administrative Agent, then the Canadian Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Canadian Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Canadian Administrative Agent’s security interest therein and, upon the Canadian Administrative Agent’s request, instruct them to hold all such Collateral for the account of the Secured Parties, subject to the Canadian Administrative Agent’s instructions. Each Grantor agrees to mark its books and records to reflect the security interest of the Canadian Administrative Agent in the Collateral.

     (e) Control. Execute and deliver (and cause to be executed and delivered) all agreements, assignments, instruments or other documents as the Canadian Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the PPSA with respect to any Collateral consisting of Accounts and Investment Property.

     (f) Collateral held by Warehouseman, Bailee, etc. If any Collateral is at any time in the possession or control of a warehouseman, bailee, agent or processor of such Grantor and is expected to remain in possession and control of such third party, (i) notify the Canadian Administrative Agent of such possession or control, (ii) notify such Person of the Canadian Administrative Agent’s security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for the Canadian Administrative Agent’s account and subject to the Canadian Administrative Agent’s instructions and (iv) obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Canadian Administrative Agent.

     (g) Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, in each case other than as normal and customary in the ordinary course of a Grantor’s business or as required by law.

     (h) Covenants Relating to Copyrights.

     (i) Not do any act or knowingly omit to do any act whereby any Copyright owned by it may become invalidated and (A) not do any act, or knowingly omit to do any act, whereby any Copyright owned by it may become injected into the public domain; (B) notify the Canadian Administrative Agent immediately if it knows that any Copyright owned by it may become injected into the public domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in Canada or any other country) regarding a Grantor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each Copyright owned by a Grantor and to maintain each registration of each Copyright owned by a Grantor including, without limitation, filing of applications for renewal where necessary; and (D) promptly notify the Canadian Administrative Agent of any infringement of any Copyright of a Grantor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

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     (ii) Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

     (i) Covenants Relating to Patents and Trademarks.

     (i) (A) Continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Canadian Administrative Agent, for the rateable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to this Canadian Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark owned by a Grantor may become invalidated.

     (ii) Not do any act, or omit to do any act, whereby any Patent owned by a Grantor may become abandoned or dedicated.

     (iii) Notify the Canadian Administrative Agent and the Secured Parties promptly if it knows that any application or registration relating to any Patent or Trademark owned by a Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the Canadian Intellectual Property Office or any court or tribunal in any country) regarding a Grantor’s ownership of any Patent or Trademark or its right to register the same or to keep and maintain the same.

     (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the Canadian Intellectual Property Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Canadian Administrative Agent as required by the Credit Agreement. Upon request of the Canadian Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Canadian Administrative Agent may reasonably request to evidence the security interest of the Canadian Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and intangibles of a Grantor relating thereto or represented thereby.

     (v) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the Canadian Intellectual Property Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each Patent and Trademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

     (vi) Promptly notify the Canadian Administrative Agent after it learns that any Patent or Trademark included in the Collateral is infringed, misappropriated or

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diluted by a third party and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

     (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

     (j) Insurance. Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Canadian Administrative Agent hereunder.

     6. Advances by Canadian Administrative Agent. On failure of any Grantor to perform any of the covenants and agreements contained herein which constitutes an Event of Default and while such Event of Default continues, the Canadian Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Canadian Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Canadian Administrative Agent may make for the protection of the security hereof or that may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Canadian Administrative Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Canadian Security Agreement, the other Canadian Loan Documents or any other documents relating to the Secured Obligations. The Canadian Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged, without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     7. Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Canadian Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Canadian Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, attachment and garnishment), the rights and remedies of a secured party under the legislation relating to security of personal property of the jurisdiction applicable to the affected Collateral and, further, the Canadian Administrative Agent may, with or without judicial process or the aid and assistance of others to the extent permitted by applicable law, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Canadian Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Canadian Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for

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cash, upon credit or otherwise, at such prices and upon such terms as the Canadian Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favourable to the seller than the prices and terms that might have been obtained at a public sale. In addition to all other sums due to the Canadian Administrative Agent and the Secured Parties with respect to the Secured Obligations, the Grantors shall pay the Canadian Administrative Agent and each of the Secured Parties all reasonable documented costs and expenses incurred by the Canadian Administrative Agent or any such Secured Party, in enforcing its remedies hereunder including, but not limited to, legal fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Canadian Administrative Agent or the Secured Parties or the Grantors concerning any matter arising out of or connected with this Canadian Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Debtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Canadian Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Canadian Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Canadian Administrative Agent and the Secured Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Canadian Administrative Agent may further postpone such sale by announcement made at such time and place.

     (b) Receiver. The Canadian Administrative Agent may, by appointment in writing, appoint a receiver or receiver and manager (each herein referred to as the “Receiver”) of the Collateral (which term when used in this subsection 7(b) will include the whole or any part of the Collateral) and may remove or replace such Receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of a Receiver of the Collateral; and the term “Canadian Administrative Agent” when used in this subsection 7(b) will include any Receiver so appointed and the agents, officers and employees of such Receiver; and the Canadian Administrative Agent will not be in any way responsible for any misconduct or negligence of any such Receiver.

     (c)  Remedies relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Canadian Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Canadian Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Canadian Administrative Agent and (ii) the Canadian Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Canadian Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Canadian Administrative Agent or of the Canadian Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Canadian Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Secured Parties in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Canadian

11

Administrative Agent in accordance with the provisions hereof shall be solely for the Canadian Administrative Agent’s own convenience. The Canadian Administrative Agent and the Secured Parties shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Canadian Administrative Agent and the Secured Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and legal fees suffered or incurred by the Canadian Administrative Agent or the Secured Parties (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, directors, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

     (d) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Canadian Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Canadian Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Canadian Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

     (e) Nonexclusive Nature of Remedies. Failure by the Canadian Administrative Agent or the Secured Parties to exercise any right, remedy or option under this Canadian Security Agreement, any other Canadian Loan Document, any other documents relating to the Secured Obligations, or as provided by law, or any delay by the Canadian Administrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Canadian Administrative Agent or the Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither the Canadian Administrative Agent, the Secured Parties, nor any party acting as attorney for the Canadian Administrative Agent or the Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Canadian Administrative Agent and the Secured Parties under this Canadian Security Agreement shall be cumulative and not exclusive of any other right or remedy that the Canadian Administrative Agent or the Secured Parties may have.

     (f) Retention of Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuance of an Event of Default, the Canadian Administrative Agent may, after providing the notices required by Part V of the PPSA or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Canadian Administrative Agent shall have provided such notices, however, the Canadian Administrative Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.

     (g) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Canadian Administrative Agent or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 23

12

hereof), together with interest thereon at the Default Rate, together with the costs of collection and legal fees. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     8. Rights of the Canadian Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Canadian Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Canadian Administrative Agent may reasonably deem appropriate;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle or compromise any action, suit or proceeding brought and, in connection therewith, give such discharge or release as the Canadian Administrative Agent may reasonably deem appropriate;

     (iv) to receive, open and dispose of mail addressed to a Grantor and endorse cheques, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;

     (v) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

     (vi) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Canadian Administrative Agent or as the Canadian Administrative Agent shall direct;

     (vii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;

     (viii) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Canadian Administrative Agent were the absolute owner thereof for all purposes;

     (ix) to adjust and settle claims under any insurance policy relating thereto;

     (x) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Canadian Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens

13

granted in this Canadian Security Agreement and in order to fully consummate all of the transactions contemplated therein;

     (xi) to institute any foreclosure proceedings that the Canadian Administrative Agent may reasonably deem appropriate; and

     (xii) to do and perform all such other acts and things as the Canadian Administrative Agent may reasonably deem appropriate or convenient in connection with the Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Canadian Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Canadian Administrative Agent in this Canadian Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Canadian Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Canadian Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

     (b) The Canadian Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Canadian Administrative Agent hereunder and to account for all proceeds thereof, the Canadian Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Canadian Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Canadian Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Canadian Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Canadian Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Canadian Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale.

     9. Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Canadian Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the Credit Agreement, and each Grantor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Canadian Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Canadian Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     10. Continuing Agreement.

     (a) This Canadian Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated. Upon payment or other satisfaction of

14

all Secured Obligations and termination of the commitments related thereto, this Canadian Security Agreement and the liens and security interests of the Canadian Administrative Agent hereunder shall be automatically terminated and the Canadian Administrative Agent shall, upon the request and at the expense of the Grantors, execute and deliver all PPSA and Canadian Intellectual Property Office termination statements, discharges and/or other documents reasonably requested by the Grantors evidencing such termination, discharges and return to Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Canadian Security Agreement.

     (b) This Canadian Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Canadian Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including, without limitation, legal fees and disbursements) incurred by the Canadian Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     11. Amendments and Waivers. This Canadian Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     12. Successors in Interest. This Canadian Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Canadian Administrative Agent and the Secured Parties hereunder, to the benefit of the Canadian Administrative Agent and the Secured Parties and their successors and permitted assigns; provided, however, none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Canadian Lenders under the Credit Agreement.

     13. Notices. All notices required or permitted to be given under this Canadian Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

     14. Counterparts. This Canadian Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Canadian Security Agreement to produce or account for more than one such counterpart.

     15. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Canadian Security Agreement.

     16. Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS CANADIAN SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CANADIAN SECURITY AGREEMENT OR ANY OTHER CANADIAN COLLATERAL DOCUMENT MAY BE

15

BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO OR OF CANADA, AND BY EXECUTION AND DELIVERY OF THIS CANADIAN SECURITY AGREEMENT, EACH GRANTOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS CANADIAN SECURITY AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GRANTOR AND THE CANADIAN ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH JURISDICTION.

     17. Waiver of Right to Trial by Jury.

     EACH PARTY TO THIS CANADIAN SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS CANADIAN SECURITY AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS CANADIAN SECURITY AGREEMENT OR ANY OTHER CANADIAN LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS CANADIAN SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT.

     18. Severability. If any provision of this Canadian Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     19. Entirety. This Canadian Security Agreement, the other Canadian Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Canadian Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

     20. Survival. All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Canadian Security Agreement, the other Canadian Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

     21. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then to the extent

16

permitted by applicable law, the Canadian Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Canadian Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Canadian Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Canadian Administrative Agent or the Secured Parties under this Canadian Security Agreement, under any of the other Canadian Loan Documents or under any other document relating to the Secured Obligations.

     22. Joint and Several Obligations of Grantors.

     (a) Subject to subsection (c) of this Section 23, each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

     (b) Subject to subsection (c) of this Section 23, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured Obligations arising under this Canadian Security Agreement, the other Canadian Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them.

     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Canadian Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Grantor under the Credit Agreement, the other Canadian Loan Documents and the other documents relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under any applicable federal, provincial or territorial law.

[Signature Pages Follow]

17

     Each of the parties hereto has caused a counterpart of this Canadian Security Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	EMS TECHNOLOGIES CANADA, LTD. A Canadian federal corporation
	By:	/s/ Don T. Scartz
	Name:	Don T. Scartz
	Title:	Chief Financial Officer
	990834 ONTARIO INC. An Ontario corporation
	By:	/s/ Don T. Scartz
	Name:	Don T. Scartz
	Title:	President and Director

EMS TECHNOLOGIES, INC.
CANADIAN SECURITY AGREEMENT

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, NATIONAL ASSOCIATION, acting through its Canada branch, as Canadian Administrative Agent
By:	/s/ Medina Sales de Andrade
Name:	Medina Sales de Andrade
Title:	Vice President

EMS TECHNOLOGIES, INC.
CANADIAN SECURITY AGREEMENT

EXHIBIT 5(d)(i)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

Canadian Intellectual Property Office

Sir:

     Please be advised that pursuant to the Canadian Security Agreement dated as of February___, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Canadian Security Agreement”) by and among the Grantors from time to time party thereto (each a “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in the copyrights and copyright applications shown on Schedule 1 attached hereto to the Canadian Administrative Agent for the benefit of the Secured Parties.

     The undersigned Grantor and the Canadian Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Canadian Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,

[Grantor]

By:

Name:

Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION,
acting through its Canada branch,
as Canadian Administrative Agent

By:

Name:

Title:

1

EXHIBIT 5(d)(ii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

Canadian Intellectual Property Office

Sir:

     Please be advised that pursuant to the Canadian Security Agreement dated as of February__, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Canadian Security Agreement”) by and among the Grantors from time to time party thereto (each a “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in the patents and patent applications set forth on Schedule 1 attached hereto to the Canadian Administrative Agent for the benefit of the Secured Parties.

     The undersigned Grantor and the Canadian Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Canadian Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,

[Grantor]

By:

Name:

Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION,
acting through its Canada branch,
as Canadian Administrative Agent

By:

Name:

Title:

1

EXHIBIT 5(d)(iii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

Canadian Intellectual Property Office

Sir:

     Please be advised that pursuant to the Canadian Security Agreement dated as of February___, 2008 (as the same may be amended, modified, restated or supplemented from time to time, the “Canadian Security Agreement”) by and among the Grantors from time to time party thereto (each a “Grantor” and collectively, the “Grantors”) and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in the trademarks and trademark applications set forth on Schedule 1 attached hereto to the Canadian Administrative Agent for the benefit of the Secured Parties.

     The undersigned Grantor and the Canadian Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Canadian Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,

[Grantor]

By:

Name:

Title:

Acknowledged and Accepted:

BANK OF AMERICA, NATIONAL ASSOCIATION,
acting through its Canada branch,
as Canadian Administrative Agent

By:

Name:

Title:

1

EX-10.4

Exhibit 10.4

AMENDMENT TO
AGREEMENT
dated as of                     , 200__

     THIS AMENDMENT, dated                     , 2008, is entered into by and between EMS Technologies, Inc., a Georgia corporation (the “Company”), and                      (the “Executive”) for the purpose of amending, effective the date hereof, the Agreement (the “Agreement”) between the parties dated as of                     , 200___, in order to conform the terms of the Agreement to certain requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

     1. Subsection III.2(a) of the Agreement is amended to provide in its entirety as follows:

(a) Salary — The Executive will continue to receive his current salary (subject to withholding of all applicable taxes and any amounts referred to in Section 2(b) below) for a period of 36 months from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not earlier than six months and one day, and not later than seven months, after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value on the date the Executive’s employment is terminated, increased by interest on such amount for each day from the 31^st day after termination of employment until the date of payment, calculated on a daily basis at a rate per annum equal to the rate used to determine such Present Value. For purposes hereof, the Executive’s “current salary” shall be the highest rate in effect during the six-month period prior to the Executive’s termination.

     2. The fourth and fifth sentences of subsection III.2(b) of the Agreement are amended to provide in their entirety as follows:

If the terms of any benefit plan referred to in this subsection do not permit continued participation by the Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits. The coverages provided for in this subsection shall be applied against and reduce the period for which COBRA will be provided, and may at the Company’s election be provided as COBRA coverage, subject to payment by the Company to the Executive of additional compensation equal to the excess of the COBRA premium over the costs otherwise payable by the

Executive as provided above, in each case as in effect from time to time, plus an additional amount as necessary to reimburse the Executive for additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%; provided, however, that the first of any such payments by the Company shall be made not earlier than six months and one day, and not later than seven months, after the Executive’s termination of employment and shall include all amounts so payable with respect to the first seven months following such termination.

     3. Except as expressly modified by this Amendment to Agreement, all terms and conditions of the Agreement shall remain in full force and effect in accordance with their original terms.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers and the Executive has hereunder set his hand, on the date first above written.

EMS TECHNOLOGIES, INC.
By:	Paul B. Domorski
	Title: President and Chief Executive Officer

(Corporate Seal)

Attest:                                         

          William S. Jacobs
          Secretary

EXECUTIVE
 

2

EX-10.6

Exhibit 10.6

AMENDMENT TO
AGREEMENT
dated as of June 2, 2006

     THIS AMENDMENT, dated ____________, 2008, is entered into by and between EMS Technologies, Inc., a Georgia corporation (the “Company”), and Paul B. Domorski (“Domorski”) for the purpose of amending, effective the date hereof, the Agreement (the “Agreement”) between the parties dated as of June 2, 2006, in order to conform the terms of the Agreement to certain requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:

     1. Paragraph III.2(a) of the Agreement is amended by substituting in its entirety the following for the proviso to such paragraph:

provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not earlier than six months and one day, and not later than seven months, after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value on the date Domorski’s employment is terminated, increased by interest on such amount for each day from the 31^st day after termination of employment until the date of payment, calculated on a daily basis at a rate per annum equal to the rate used to determine such Present Value. For purposes hereof, Domorski’s “current salary” shall be the highest rate in effect during the six-month period prior to Domorski’s termination.

     2. The fourth sentence of paragraph III.2(b) of the Agreement is amended to provide in its entirety as follows:

If the terms of any healthcare plan referred to in this paragraph do not permit continued participation by Domorski as required by this paragraph, or if the healthcare benefits to be provided to Domorski and his dependents pursuant to this paragraph cannot be provided in a manner such that the benefits will be tax-free to them, then the Company shall (A) pay to Domorski monthly during the Continuation Period an amount equal to the monthly rate for comparable COBRA coverage under such healthcare plan for former active employees, minus the amount active employees are then paying for such coverage, plus an additional amount as necessary to reimburse Domorski for the additional taxes payable on both such additional compensation and such additional amount at a combined tax rate of 45%, and (B) permit Domorski and his dependents to elect to

participate in such healthcare plan for the Continuation Period upon payment of the applicable rate for COBRA coverage, provided, however, that the first such payment under the foregoing clause (A) shall be made not earlier than six months and one day, and not later than seven months, after his termination of employment and shall include all amounts so payable with respect to the first seven months following such termination.

     3. Except as expressly modified by this Amendment to Agreement, all terms and conditions of the Agreement shall remain in full force and effect in accordance with their original terms.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officers and Domorski has hereunder set his hand, on the date first above written.

EMS TECHNOLOGIES, INC.
By: John B. Mowell
Title:	Chairman of the Board

(Corporate Seal)

Attest:
	William S. Jacobs
	Secretary

Paul B. Domorski 

EX-10.7

Exhibit 10.7

EMS TECHNOLOGIES, INC.

OFFICERS’ DEFERRED COMPENSATION PLAN
(As Amended And Restated October 30, 2008,
Effective as of January 1, 2005)

ARTICLE I

INTRODUCTION AND ESTABLISHMENT

          EMS Technologies, Inc. (the “Company”) hereby amends and restates the EMS Technologies, Inc. Officers’ Deferred Compensation Plan (the “Plan”) which benefits certain management employees of the Company. The Plan was originally adopted by the Company’s Board of Directors (the “Board”) on, and was effective as of, November 13, 2003 and is amended and restated October 30, 2008, effective as of January 1, 2005, subject to the transition rules of Section 409A.

ARTICLE II

DEFINITIONS

          When used in this Plan, the following terms shall have the meanings set forth below unless a different meaning is plainly required by the context:

     2.1 “Account” means the records maintained by the Plan Administrator to determine each Participant’s interest under this Plan. Such Account may be reflected as an entry in the Employer’s records, or as a separate account under any trust established to provide benefits under the Plan, or as a combination of both. The Plan Administrator may establish additional subaccounts as it deems necessary for the proper administration of the Plan.

     2.2 “Beneficiary” means the person or persons last designated in writing by a Participant to receive the amount in his or her Account in the event of such Participant’s death; or if no designation shall be in effect at the time of a Participant’s death or if all designated Beneficiaries shall have predeceased the Participant, then the Beneficiary shall be such Participant’s surviving spouse, if any, and if none, the Participant’s estate.

     2.3 “Compensation” with respect to any Plan Year means (i) all salary paid during such year in accordance with the Employer’s normal payroll practices, and (ii) all bonus and other cash compensation earned during or in respect of services provided during such Year, regardless of whether paid during or subsequent to such Year.

     2.4 “Disability” means the Participant has been determined to be disabled by the Plan Administrator based upon the information provided to it and in a manner consistent with Section 409A.

     2.5 “Election Form” means the form prescribed by the Plan Administrator on which a Participant may specify the amount of his or her Compensation that is to be deferred pursuant to the provisions of Article III, and the times and form of payment pursuant to Article IV.

     2.6 “Employer” means the Company and each direct or indirect wholly owned subsidiary of the Company that is the employer of a Participant.

     2.7 “Officer” means any employee of the Company or any direct or indirect wholly owned subsidiary of the Company who holds a title, at either the Company or divisional level, of vice president or higher, controller or general counsel.

     2.8 “Participant” means any eligible Officer who has satisfied the requirements for participation in this Plan and who has an Account.

     2.9 “Plan Administrator” means the committee or individual appointed pursuant to the provisions of this Plan to administer the Plan. In the absence of such appointment, the Company shall be the Plan Administrator.

     2.10 “Plan Year” means the calendar year.

     2.11 “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder, including any transition rules.

     2.12 “Unforeseeable Emergency” means a severe financial hardship of the Participant as defined in Section 409A.

ARTICLE III

PARTICIPATION

     3.1 Eligibility to Participate. Each Officer shall be eligible to participate in the Plan and shall become a Participant upon completion of the Election Form provided for in Section 3.3 below. A Participant shall continue to be eligible to participate in the Plan for so long as he or she shall continue to be an Officer.

     3.2 Deferral Election. Each Participant may elect to defer under the Plan any whole percentage of his or her Compensation (but not less than 10% of the Compensation to which the election pertains), in the manner described in Section 3.3. The amount deferred by the Participant shall be deducted each pay period in which the Participant has Compensation during his or her period of participation in the Plan, but the Participant shall nonetheless be responsible for FICA, Medicare and other applicable taxes required at the time to be withheld by the Employer.

     3.3 Time and Manner of Election. An eligible Officer desiring to become a Participant shall complete an Election Form indicating the percentage or dollar amount of Compensation with respect to a Plan Year to be deferred under the Plan. Such election may be separately stated with respect to salary, bonus or other forms of cash compensation. Such election must be made prior to the period of service for which the subject Compensation would

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otherwise be payable, but in any event prior to the beginning of such Plan Year (or within 30 days of his or her initial eligibility to participate), except that an election with respect to incentive compensation payable under the Company’s Executive Annual Incentive Compensation Plan, or its Senior Management Annual Incentive Compensation Plan, may be made not later than June 30 of the year to which the potential incentive compensation pertains if: (i) such incentive compensation qualifies as “performance-based compensation” under Section 409A; (ii) the specified performance criteria are not substantially certain to be met at the time of such election; and (iii) the determination of whether any subjective performance criteria are met is made by the Compensation Committee or Chief Executive Officer, as applicable, and must be based on the performance of the Participant, a group or business unit including the Participant, or the Company.

     The deferral election or elections, as applicable, for an Officer who is a Participant for a Plan Year shall remain in effect for each succeeding Plan Year until a new applicable Election Form is properly submitted. A Participant may not, after the applicable election date, discontinue his or her election to participate or change the percentage of Compensation he or she has elected to defer for a Plan Year.

          The Participant shall designate on the Election Form (or on a separate form provided by the Plan Administrator) a Beneficiary to receive payment of amounts in his or her Account in the event of death.

ARTICLE IV

INTEREST OF PARTICIPANTS

     4.1 Accounting for Participants’ Interests.

(a) Deferrals. Each Participant’s Account shall be credited with the amounts of Compensation deferred by the Participant under this Plan, for each pay period during which he or she is a Participant. The timing and manner in which amounts are credited to Participants’ Accounts under this Plan shall otherwise be determined by the Employer and the Plan Administrator in their discretion.

(b) Account Interest. The Participant’s Account shall be credited with interest, compounded semi-annually, at the prime rate for commercial borrowers specified by SunTrust Bank in effect on the first day of each calendar quarter, except that (i) a Participant may agree with respect to any particular category of Compensation deferred under the Plan that no, or a lesser amount of, interest shall be credited with respect thereto, and (ii) no interest shall accrue or be payable after the Participant ceases to be an employee of the Company or a direct or indirect wholly owned subsidiary, unless as a result either of retirement with the consent of the Employer or of a disability (as determined by the Plan Administrator).

     4.2 Vesting of a Participant’s Account. A Participant’s interest in the value of his or her Account shall at all times be 100% vested and nonforfeitable.

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     4.3 Distribution of a Participant’s Account. A Participant’s Account shall be distributed as provided in this Section 4.3.

(a) Date Specified in Participant’s Election. Subject to the other provisions of this Section 4.3, each Participant may, at the time of making a deferral election for the year, designate the date or dates (which may be before termination of employment, at termination of employment, or later) on which amounts deferred as a result of such election for such year (together with interest earned thereon) shall be distributed, and the form of distribution. No such distribution shall be paid for a period exceeding ten years, nor commence sooner than two years after the Plan Year of the deferral. If the Participant does not designate a date for payments, the payment shall be made upon termination of employment. All such distributions must be completed not later than ten years following the Participant’s termination of employment. Any amount credited to the Participant’s Account remaining unpaid 10 years after termination of employment shall automatically be paid to the Participant in a lump sum within 90 days after such date. If permitted by the Plan Administrator, separate dates may be specified for deferrals of salary, bonus or other forms of cash compensation. Any such designation of a payment date for deferrals for a year may be changed on one occasion to further defer the distribution date (“Further Deferral Election”) by submission of a revised Election Form. To be effective, the Further Deferral Election (i) must be submitted at least 12 months prior to the date of the first scheduled payment; (ii) must defer the scheduled payment date for at least 5 years (except in the event of Disability or death); (iii) will not be given effect until at least 12 months after the date the election is made; and (iv) cannot provide for distribution later than 10 years following the Participant’s termination of employment.

(b) Termination of Employment. In the event the Participant terminates employment, the amount credited to his or her Account shall be paid to such Participant in a lump sum, unless the Participant shall have designated at the time of his or her initial enrollment, or in not more than one Further Deferral Election meeting the requirements in (a) above, that payment be made in substantially equal annual installments over a period of years (not to exceed ten).

Payment shall be made or shall commence within 90 days after such termination of employment; provided, however, the Participant may elect to delay the commencement of payment until the date specified on the Election Form (subject to the requirements of paragraph (a) above), if such election to defer payment is made at the time of his or her initial enrollment or thereafter on one occasion as a Further Deferral Election meeting the requirements in (a) above; and provided, however, if the Participant is or could likely be considered a Key Employee (as determined by the Plan Administrator, in accordance with rules established by the Plan Administrator under Section 409A), distributions to such Participant may not be made before the date which is 6 months after the date of the Participant’s termination of employment (or, if earlier, the date of death of the Participant), and any distribution that would otherwise be payable before the 6-month anniversary

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shall be delayed and shall be paid within 30 days following such 6-month anniversary.

(c) Death of Participant. In the event of the death of a Participant (whether before or after termination of employment), distribution of the balance credited to his or her Account as of the date of death shall be made to his or her Beneficiary(ies) in a lump sum within 30 days after the Plan Administrator receives notice of the Participant’s death.

(d) Change in Control. In the event that a change in control of the Company shall occur without the approval of a majority of the members of the Board having no affiliation with, and not nominated or otherwise designated for membership on the Board by, the party or parties acquiring control, the balances credited to the Account of each Participant shall be distributed to him or her within 30 days of the date of the change in control. For these purposes a “change in control” shall be deemed to have occurred if any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), becomes the holder of more than 50% of the outstanding shares of the Company’s voting common stock, provided however, that the occurrence of a “change in control” shall be determined in a manner consistent with Section 409A.

     4.4 Early Distributions. Except as expressly provided in this Section 4.4, no payment of benefits shall be made under this Plan prior to the distribution date established pursuant to Section 4.3 above. A Participant who suffers an Unforeseeable Emergency may file a written request with the Plan Administrator for distribution of all or a portion of the amount credited to his or her Account. The Plan Administrator shall have sole discretion to determine whether to grant a Participant’s request and the amount to distribute to the Participant. The Plan Administrator shall not authorize distribution of an amount in excess of that reasonably necessary to alleviate the Unforeseeable Emergency, after consideration of both taxes owed on the distribution and other financial resources available to the Participant. Any Participant who receives a distribution under this Section 4.4 shall not be eligible to make additional deferrals of Compensation to the Plan for a period of 12 months immediately following the date of the distribution. If such Participant becomes eligible under the preceding sentence prior to the last day of a Plan Year, he or she must elect to participate within 30 days of the date he becomes so eligible, and may not again become a Participant until the first day of the immediately following Plan Year.

ARTICLE V

PLAN ADMINISTRATOR

     5.1 Action. If a committee serves as the Plan Administrator, it may take action with or without a meeting of committee members; provided, however, that any action shall be taken only upon the vote or other affirmative expression of a majority of the committee members qualified to vote with respect to such action. No member of any such committee, nor the appointed individual, may participate in any decision that solely affects his or her own Account.

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The Plan Administrator shall maintain records of the Plan Administrator’s proceedings and other records and documents pertaining to the administration of the Plan.

     5.2 Right and Duties. The Plan Administrator shall administer and manage the Plan and shall have all powers necessary to accomplish that purpose, including (but not limited to) the following:

i.	To construe, interpret, and administer the Plan;
ii.	To make allocations and determinations required by the Plan, and to maintain records regarding Participants’ Accounts;
iii.	To compute and certify to the Employer the amount and kinds of benefits payable to Participants or their Beneficiary(ies), and to determine the time and manner in which such benefits are to be paid;
iv.	To authorize all disbursements by the Employer pursuant to the Plan;
v.	To maintain (or cause to be maintained) all the necessary records of the administration of the Plan;
vi.	To make and publish such rules for the regulation of the Plan as are not inconsistent with the terms hereof;
vii.	To delegate to other individuals or entities from time to time the performance of any duties or responsibilities hereunder; and
viii.	To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan.

          The Plan Administrator shall have the exclusive discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits, and to determine the amount and manner of payment of such benefits, and its decisions on such matters shall be final and conclusive on all parties; provided, however, that all such determinations and decisions shall be consistent with and subject to Applicable Regulations and the express provisions of the Plan.

     5.4 Compensation, Indemnity and Liability. The Plan Administrator shall serve as such without bond and without compensation for services hereunder. All expenses of the Plan and the Plan Administrator shall be paid by the Company. If the Plan Administrator is a committee, no member of the committee shall be liable for any act or omission of any other member of the committee, nor for any act or omission on his or her own part excepting willful misconduct. The Company shall indemnify and hold harmless the Plan Administrator and each member of the committee, if any, against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of membership on the committee, excepting only expenses and liabilities arising out of his or her own willful misconduct.

     5.5 Taxes. If the whole or any part of any Participant’s Account shall become liable for the payment of any estate, inheritance, income or other tax which the Employer shall be

6

required to pay or withhold, the Employer shall have the full power and authority to withhold and pay such tax out of any monies or other property in its hand for the account of the Participant whose interests hereunder are so liable. The Employer shall provide the Participant notice of such withholding. Prior to making any payment, the Employer may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

ARTICLE VI

CLAIMS PROCEDURE

     6.1 Claims for Benefits. If a Participant or Beneficiary(ies) (hereafter, “Claimant”) does not receive timely payment of any benefits which he or she believes are due and payable under the Plan, he or she may make a claim for benefits to the Plan Administrator. The claim for benefits must be in writing and addressed to the Plan Administrator or to the Company. If the claim is denied, the Plan Administrator shall notify the Claimant in writing within 90 days after the Plan Administrator initially received the benefit claim. However, if special circumstances require an extension of time for processing the claim, the Plan Administrator shall furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension shall not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits shall advise the Claimant of the basis for the denial, any additional material or information necessary for the Claimant to perfect his or her claim, and the steps which the Claimant must take to have the claim for benefits reviewed.

     6.2 Appeals. Each Claimant whose claim for benefits has been denied may file a written request for a review of his claim by the Plan Administrator. The request for review must be filed within 60 days after receipt of the written notice denying the claim. The decision of the Plan Administrator will be made within 60 days after receipt of a request for review and shall be communicated in writing to the Claimant. Such written notice shall set forth the basis for the Plan Administrator’s decision. If there are special circumstances that require an extension of time for completing the review, the Plan Administrator’s decision shall be rendered not later than 120 days after receipt of a request for review.

ARTICLE VII

AMENDMENT AND TERMINATION

     7.1 Amendments. The Board shall have the right in its sole discretion to amend this Plan in whole or in part at any time, and all Participants shall be bound thereby; provided, however, that no such amendment shall reduce either the amounts credited at that time to any Participant’s Account or the interest to be paid on such amounts prior to their distribution in accordance with each Participant’s elections then in effect.

     7.2 Termination of Plan. The Company expects to continue the Plan, but does not obligate itself to do so. The Company reserves the right to discontinue and terminate the Plan at any time, in whole or in part, for any reason (including a change, or an impending change, in the tax laws of the United States or any state thereof). Termination of the Plan shall be binding

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on all Participants, but in no event may such termination reduce the amounts credited at that time to any Participant’s Account, or the interest to be paid on such amounts prior to their distribution. If, upon Plan termination, the Company also terminates all other arrangements that would be aggregated with the Plan under Section 409A, the Plan Administrator shall direct the payment of the Participants Accounts. Such payments shall be made in a lump sum and shall not be made earlier than 12 months after the date of termination of the Plan (unless the Participant is otherwise entitled to a distribution during such period) and shall be completed within 24 months after the date of termination. However, in the event of such a distribution, the Company may not, within three years following the date of termination, adopt any other arrangements that would be aggregated with the Plan under Section 409A with respect to the Participants.

ARTICLE VII

MISCELLANEOUS

     8.1 Limitation on Participant’s Rights. Participation in the Plan shall not give any Participant the right to be retained in the Company’s employ or any right or interest in the Plan or any assets of the Company other than as herein provided. The Company and each Employer reserve the right to terminate the employment of any Participant without any liability for any claim against the Company under the Plan, except to the extent provided herein.

     8.2 Benefits Unfunded. The benefits provided by the Plan shall be unfunded. All amounts payable hereunder shall be paid from the general assets of the Company or Employer, and nothing contained herein shall require the Company or Employer to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. This Plan shall create only a contractual obligation on the part of the Company or Employer, and Participants shall have the status of general unsecured creditors of the Company or Employer with respect to amounts of Compensation they defer hereunder or any other obligation of the Company or Employer to pay benefits pursuant hereto. Any funds available to pay benefits pursuant to the Plan shall be subject to the claims of general creditors of the Company or Employer, and may be used for any purpose by the Company or Employer.

          Notwithstanding the preceding paragraph, the Company or Employer may, with the approval of the Board, at any time transfer assets to a trust established under the laws of a jurisdiction within the United States, for purposes of paying all or any part of its obligations under the Plan. However, such transferred amounts shall remain subject to the claims of general creditors of the Company or Employer to the extent specified in, and in accordance with the terms of, such trust. To the extent that assets are held in the trust when a Participant’s benefits under the Plan become payable, the Plan Administrator shall direct the trustee to make trust assets available to pay such benefits to the Participant. Any payments made to a Participant or Beneficiary(ies) from such trust shall relieve the Company and Employer from any further obligations under the Plan only to the extent of such payment.

     8.3 Other Plans. The Plan shall not affect the right of any Officer or Participant to participate in and receive benefits under and in accordance with the provisions of any other benefit plans which are now or hereafter maintained by the Employer, unless the terms of such other benefit plan or plans specifically provide otherwise.

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     8.4 Receipt or Release. Any payment to a Participant in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Administrator and the Company, and the Plan Administrator may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

     8.5 Governing Law. The Plan shall be construed, administered, and governed in all respects in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the State of Georgia. If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

     8.6 Employers. Each Employer shall be the primary obligor with respect to the Plan benefits that are owed to a Participant who is employed by the Employer, and if a trust is established pursuant to Section 8.2, such Employer shall make contributions to the trust on behalf of the Participants that it employs.

     8.7 Gender, Tense, and Headings. In this Plan, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Headings and subheadings are inserted for convenience of reference only and are not considered in the construction of the provisions hereof.

     8.8 Nonalienation of Benefits. The amounts credited to the Account of a Participant shall not (except as provided in Section 5.5) be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including, without limitation, any assignment or alienation in connection with a separation, divorce, child support or similar arrangement, shall be null and void and not binding on the Plan or the Company or Employer.

     8.9 Conformance with Section 409A. At all times during each Plan Year, this Plan shall be operated in accordance with the requirements of Section 409A. Any action that may be taken (and, to the extent possible, any action actually taken) by the Plan Administrator or the Company shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A. Any provision in this Plan document that is determined to violate the requirements of Section 409A shall be void and without effect. In addition, any provision that is required to appear in this Plan document in accordance with Section 409A that is not expressly set forth shall be deemed to be set forth herein, and the Plan shall be administered in all respects as if such provision were expressly set forth.

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EX-10.8

Exhibit 10.8

As amended and restated
October 30, 2008, effective
as of January 1, 2005
(Subject to the transition
rules of Section 409A

EMS TECHNOLOGIES, INC.

DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS

ARTICLE I
DEFERRAL OF COMPENSATION

1.1 PURPOSE AND ELIGIBILITY. This deferred compensation plan (this “Plan”) for persons serving as members of the Board of Directors (the “Board”) of EMS Technologies, Inc. (the “Company”) who are not employed by the Company (“Non-Employee Directors”) is adopted in order to allow each Non-Employee Director to (i) automatically defer a portion of his or her annual retainer for service on the Board (the “Retainer”) as set forth in Section 1.2 below, and (ii) defer the receipt of all or part of the balance of his or her Retainer and of his or her other compensation for service as a member of the Board or committees thereof (collectively, “Eligible Compensation”) as set forth in Section 1.3 below, all subject to and in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder, including any transition rules (“Section 409A”).

1.2 AUTOMATIC DEFERRAL. Each Non-Employee Director will have a portion of his or her Retainer then in effect automatically deferred and credited to his or her Deferral Account as set forth in Sections 2.1 and 2.2 below. The portion of the Retainer subject to such automatic deferral shall be determined from time to time, prior to the beginning of the calendar year, by the Governance Committee of the Board (the “Committee”), but shall be not less than 40%. Subject to the provisions of Article III, all amounts deferred under this Section shall be payable within 30 days after the date on which the participant ceases to be a member of the Board.

1.3 IRREVOCABLE ELECTION FOR ADDITIONAL DEFERRAL

     A. Except as provided in paragraph 1.3(B), prior to the first day of each calendar year, each Non-Employee Director shall be entitled to make an irrevocable election on a form provided by the Company to receive Eligible Compensation payable during such year in cash or to defer payment of all or any portion thereof into his or her Deferral Account.

          Subject to the provisions of Article III, all amounts deferred under this Section with respect to a calendar year shall be payable on the earlier of a date: (i) within 30 days after the participant ceases to be a member of the Board; or (ii) within the first 30 days of the fifth year following the year of deferral, subject to the right of the participant to elect to defer payment of all or a portion of the amount then payable in accordance with Article III.

     B. Each person who becomes a Non-Employee Director during a calendar year shall, within 30 days after the date of becoming a Non-Employee Director, be entitled to make the irrevocable election described in paragraph 1.3(A) for the remainder of such calendar year, which election shall be effective only as to Eligible Compensation earned after the date thereof.

      C. Failure to file an election for any year as specified in paragraphs 1.3(A) and (B) shall be deemed to be an election to receive in cash all Eligible Compensation for such year.

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ARTICLE II
DEFERRAL ACCOUNT; DEFERRED STOCK UNITS

2.1 DEFERRAL ACCOUNT. Amounts deferred under this Plan shall be credited to a notional bookkeeping account (a “Deferral Account”) established for each participant. For certain recordkeeping purposes, a participant’s Deferral Account shall be divided into two subaccounts, an Automatic Deferral Subaccount and an Elective Deferral Subaccount.

2.2 DEFERRED STOCK UNITS. Amounts credited to each participant’s Deferral Account will be deemed to be invested in the form of deferred stock units (“DSU’s”) representing shares of the Company’s $1.00 par value common stock (“EMS Shares”). DSU’s are not actual EMS Shares, and cannot be settled in or surrendered for EMS Shares. Instead, they are bookkeeping units that will be administered by the Company to provide a return on each Deferral Account equal to the return that would occur if the amounts credited to the Deferral Account were used to purchase EMS Shares on the dates so credited, including the effects of immediate reinvestment of any cash dividends paid from time to time on the EMS Shares. Holders of DSU’s have no voting rights or any attributes of stock ownership other than such equivalent economic return. The number of DSU’s received upon each deferral shall be equal to the amount thereof divided by the Fair Market Value (as then defined in the Company’s 2007 Stock Incentive Plan or any similar successor plan) of the EMS Shares on the date of the deferral.

2.3 RECAPITALIZATION. If, as a result of a recapitalization of the Company (including stock splits), the EMS Shares shall be changed into a greater or smaller number of shares, the number of DSU’s credited to each Deferral Account shall be appropriately adjusted on the same basis as such recapitalization. If the Company shall make a distribution in kind on the EMS Shares, or the EMS Shares shall as a result of a merger, recapitalization or similar transaction be converted into different property or shares, each DSU shall thereafter be deemed to include or consist of the property or shares so distributed with respect to each EMS Share, or into which each EMS Share was so converted. The provisions of this Section shall apply to successive transactions of the type specified herein that may affect the value of the property deemed from time to time to be included in the DSU’s.

ARTICLE III
PAYMENT OF DEFERRED COMPENSATION

3.1 METHOD OF PAYMENT OF DEFERRED COMPENSATION. The amounts deferred by the participant under Sections 1.2 or 1.3 above shall be payable in accordance with this Article III. Subject to Sections 3.3, 3.4 and 3.5 below and to Section 4.1, the participant’s Deferral Account shall be payable as follows:

     A. Automatic Deferral Subaccount. The participant’s Automatic Deferral Subaccount shall be payable on (or commencing on) a date within 30 days of the date the participant separates from service as a member of the Board. The payment shall be made in a lump sum, provided that the participant may elect prior to commencement of a calendar year with respect to the deferrals for such calendar year (or in accordance with the transition rules of Section 409A) to receive annual installments over a period of up to 10 years; provided further that the participant may, not less than 12 months prior to the date his or her payments start, elect to change the form of payment of the deferrals for a calendar year, provided that (1) only one such change is permitted and after such election change, the election is irrevocable, (2) the start of payments for the participant’s deferral for such year will be deferred for not less than 5 years and all payments shall be made within 10 years of the date the participant separates from service as a member of the Board; and (3) the election shall not be effective for 12 months.

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     B. Elective Deferral Subaccount. The deferrals to the participant’s Elective Deferral Subaccount for a calendar year shall be payable on the earlier of (i) a date within 30 days of the date the participant separates from service as a member of Board or (ii) a date within 30 days after January 1 of the fifth calendar year following the calendar year of the deferral, provided that not less than one year prior to such January 1, the participant may elect to defer the payment to a calendar year at least 5 years after the year of the initial payment date and in such event, the payment shall be made within 30 days after the January 1 in such later year, provided, further, the payment shall be made no later than the date specified in (i) above. The payment of the participant’s Elective Deferral Subaccount shall be made in a lump sum, provided that the participant may elect for the deferrals for a calendar year (or in accordance with the transition rules of Section 409A) to receive payment in annual installments over a period of up to 10 years.

     C. Restriction on Key Employee Distributions. Notwithstanding the other provisions of this Section 3.1, in the event a Participant who is a “key employee” (as determined by the Plan Administrator in accordance with rules established by the Plan Administrator under Section 409A) becomes entitled to payment of his Account, payments shall not commence until 6 months and one day after his separation from service (unless otherwise permitted by Section 409A) and on such date the payments that would have been made during such six-month period shall be made in a lump sum.

3.2 AMOUNT OF PAYMENTS. The amount of the each payment shall be the value of the DSU’s in the participant’s Deferral Account on the payment date, divided (in the case of elections of annual installments) by the total number of installments (including such installment) remaining to be paid. In each case, such value shall be the number of DSU’s credited to the Deferral Account multiplied by the Fair Market Value on the date of the payment, and upon occurrence of the payment such number of DSU’s shall be reduced to reflect the payment.

3.3 BENEFICIARIES; PAYMENT ON DEATH. A participant may designate on a form provided by the Company a beneficiary or beneficiaries to receive upon the participant’s death any unpaid amounts credited to the participant’s Deferral Account. At any time, and from time to time, a participant may change or revoke
his or her beneficiary designation without the consent of any beneficiary. Any such designation, change or revocation must be made by executing a new beneficiary designation form and filing such form with the Company. Upon a participant’s death (whether before or after separation from service), the payment to the beneficiary shall be made in a lump sum. If the participant designates more than one beneficiary, any payments to beneficiaries will be made in equal percentages unless the participant designates otherwise. Upon the participant’s death, any portion of the participant’s Deferral Account that is not payable to a designated beneficiary will be paid to the participant’s estate in the form of a lump sum.

3.4 PERMANENT DISABILITY. If a participant becomes permanently disabled before payment of all amounts credited to his or her Deferral Account, the balance in such Deferral Account shall be paid to the participant in a lump sum within 90 days after the determination of such disability. The determination of permanent disability for this purpose shall be made in accordance with Section 409A.

3.5 NO ACCELERATION OF PAYMENT; UNFORESEEABLE EMERGENCY. Except as expressly provided in this Section 3.5, no payment of benefits shall be made under this Plan prior to the payment date or dates established pursuant to the other provisions of this Article III. A participant who is suffering an unforeseeable emergency as defined in Section 409A may file a written request with the Committee for distribution of all or a portion of the amount credited to his or her Deferral Account. The Committee shall have sole discretion to determine whether to grant a participant’s request and the amount to distribute to the participant. The Committee shall not authorize distribution of an amount in excess of that reasonably necessary to alleviate the unforeseeable emergency, after consideration of both taxes owed on the distribution and other financial resources available to the participant. Any participant who receives a distribution pursuant to this Section 3.5 shall not be eligible to make additional deferrals of Eligible

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Compensation pursuant to Section 1.3 until the first day of the calendar year immediately following the expiration of 12 months from the date of the distribution.

ARTICLE IV
GENERAL

4.1 PLAN AMENDMENT AND TERMINATION. The Board may amend or terminate this Plan at any time. If, upon termination of the Plan, the Company also terminates all other arrangements that would be aggregated with the Plan under Section 409A with respect to the participants, each participant’s Deferral Account shall be distributed. Such distribution shall be made in a lump sum and shall not be made earlier than 12 months after the date of termination of the Plan (unless the participant is otherwise entitled to a distribution during such period), and shall be completed within 24 months after such date of termination. However, in the event of such a distribution, the Company may not, within three years following the date of termination, adopt any other plan or arrangement that would be aggregated with the Plan under Section 409A with respect to the participants.

4.2 NO RIGHT TO CORPORATE ASSETS. This Plan is a non-qualified, unfunded, deferred compensation plan. The Company will not be required to reserve, segregate or deposit any funds or assets of any kind to meet its obligations hereunder, which obligations are general unsecured obligations of the Company. Nothing in this Plan will give a participant, a participant’s beneficiary, or any other person any equity or other interest in the assets of the Company, or create either a trust or fiduciary relationship of any kind between the Company and any such person. Any rights that a participant, beneficiary or other person may have under this Plan shall not be assignable by any such person. However, nothing contained herein shall prevent the Company, in its sole discretion, from establishing a trust (but only under the laws of a jurisdiction within the United States), including a so-called rabbi trust, for the purpose of providing for the payment of its obligations arising hereunder . The assets of such trust shall remain subject to the claims of the Company’s creditors, and no participant shall have any interest in such assets.

4.3 LIMITATION ON RIGHTS CREATED BY PLAN. Nothing in this Plan will give a participant any right to continue as a member of the Board.

4.4 GOVERNING LAW. This Plan will be construed, enforced and administered according to the laws of the State of Georgia.

4.5 ADMINISTRATION AND INTERPRETATION. The Company may adopt any rules and procedures it deems appropriate to provide for the orderly and efficient administration of the Plan.

          The Committee may interpret the provisions of this Plan, and in the absence of bad faith any such interpretations shall be binding upon the Company and all participants. The Committee may also make any amendments or clarifications of a technical nature that it deems appropriate to carry out the terms of this Plan.

4.6 CHANGE OF CONTROL. For a period of two years after a Change of Control, and except with the consent of each person at that time participating in this Plan, this Plan may not be terminated, nor may it be amended if such amendment would (i) reduce the amount of any benefit provided hereunder below the amount that would have been payable on the date immediately preceding the date of the Change of Control, or (ii) reduce the rate or amount of benefits accruing hereunder below that in effect on the date immediately preceding such date.

          A “Change of Control” shall be deemed to have occurred upon the occurrence of a Triggering Event as defined in the Company’s Stockholder Rights Plan dated as of April 6, 1999.

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4.7 CONFORMANCE WITH SECTION 409A. At all times, this Plan shall be operated in accordance with the requirements of Section 409A. Any action that may be taken (and, to the extent possible, any action actually taken) by the Committee or the Company shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A. Any provision in this Plan document that is determined to violate the requirements of Section 409A shall be void and without effect. In addition, any provision that is required to appear in this Plan document in accordance with Section 409A that is not expressly set forth shall be deemed to be set forth herein, and the Plan shall be administered in all respects as if such provision were expressly set forth.

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EX-10.17

Exhibit 10.17

CONFIDENTIAL MEMORANDUM
and
2000 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

TO:
FROM:	Paul B. Domorski, CEO
SUBJECT:	Restricted Stock Award	DATE:

I am pleased that you have been selected by the Stock Incentive Plan Committee of the Board of Directors to receive an award of restricted shares of the Common Stock of EMS Technologies, Inc. When signed by you and validated by the initials of the Company’s Human Resources Director, this Memorandum will be the Agreement governing the award.

Upon your signing this Memorandum, the shares will be issued in your name, but will be held by the Company until they are vested as a result of your continued employment as specified below. If your employment is terminated by you or the Company before the vesting date, the shares will revert to the Company, as authorized by your signature on this Memorandum. After the shares have vested, they are no longer subject to forfeiture. Upon vesting, you will incur taxable income equal to the shares’ fair market value on the date of vesting. If you wish, at that time you may use some of the shares to pay the withholding and employment taxes that you will owe.

Your award has the following terms:

Shares                                         Vesting Date

Your option is also subject to the other terms specified in the Terms of Restricted Stock, Form 5/02/08, including provisions for accelerated vesting or sale in the event of death or disability. That document is available on our intranet, MyEMS\EMSTOnline. To view this document, start from the Home page of MyEMS, select the tab Document Library at the top of the page. Scroll down and select the folder on the left called Documents. Now select Human Resources and then Stock Plans. At this site, you will also find the 2000 Plan, and the Prospectus that describes our restricted stock and outlines information, such as tax consequences, related to your shares

This award was recommended by EMS management based on your current and potential contributions to our Company’s overall success. It is a long-term incentive, and for this reason full vesting requires continued employment for four years. It is our hope and goal that, as a result of our combined efforts over those years, and the achievement of our annual performance objectives, EMS stock will become worth substantially more than it is today, and that this award will thus have a growing value to you and the attainment of your financial objectives. In this way, the restricted stock program allows top performers to share in the Company’s long-term growth and success.

                    , thank you for your contributions to EMS Technologies. Your talents and hard work are important reasons for the Company’s exciting future. I look forward to continuing our work together to achieve our potential for success.

***********************************************

I acknowledge and accept this Restricted Stock Agreement, including the
terms and conditions set forth in Terms of Restricted Stock, Form 5/02/08.
hereby irrevocably constitute and appoint EMS Technologies, Inc.
as my true and lawful attorney-in-fact, with full power of substitution, to transfer
on its stock records all of my right, title and interest in and to the shares of its
Common Stock awarded under this Agreement, in the event of my termination
of employment prior to the vesting date(s) specified herein.
I further

	,	2008
Signature			Director, Human Resources

«Business_Units»

EX-10.22

Exhibit 10.22

EMS TECHNOLOGIES, INC.

DIRECTOR’S
INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made as of __________, between EMS Technologies, Inc., a Georgia corporation (“Corporation”), and ____________________ (“Director”).

WHEREAS, Director serves as a member of the Board of Directors of the Corporation and in such capacity is expected to perform a valuable service; and

WHEREAS, the Corporation’s Bylaws (the “Bylaws”) provide for the indemnification of the directors of the Corporation pursuant to Sections 14-2-850 through 14-2-856 of the Georgia Business Corporation Code, as amended to date (the “State Statute”); and

WHEREAS, the Bylaws and State Statute specifically contemplate that contracts may be entered into between the Corporation and the members of its Board of Directors with respect to indemnification of such directors; and

WHEREAS, in accordance with the authorization provided by the State Statute and Bylaws, the Corporation may from time to time purchase and maintain a policy of director and officer liability insurance (“D & 0 Insurance”), covering certain liabilities that may be incurred by its directors and officers in the performance of their duties to the Corporation; and

WHEREAS, the terms and availability of D & 0 Insurance present questions concerning the adequacy and reliability of the protection afforded to directors thereby; and

WHEREAS, in order to provide to Director assurances with respect to the protection provided against liabilities that he may incur in the performance of his duties to the Corporation, and to thereby induce Director to serve as a member of its Board of Directors, the Corporation, by its Board of Directors acting pursuant to shareholder authorization, has determined and agreed to enter into this contract with Director.

NOW, THEREFORE, in consideration of Director’s continued service as a director from the date hereof until such service terminates as provided in the Bylaws, the parties hereto agree as follows:

1. Maintenance of Insurance.

(a) Subject only to the provisions of Section 1(b) hereof, the Corporation hereby agrees that, so long as Director shall continue to serve as a director of the Corporation, and thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Director was a director of the Corporation (or while a director served in any other capacities with or at the request of the Corporation), the Corporation will purchase and maintain in effect for the benefit of Director one or more valid, binding and enforceable policy or policies of D & 0 Insurance providing coverage on terms and conditions that are

commercially reasonable and available from time to time.

(b) The Corporation shall not be required to maintain said policy or policies of D & 0 Insurance in effect if said insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance.

2. Board-Authorized Indemnification. The Corporation hereby agrees to hold harmless and indemnify Director to the full extent that the State Statute, or any amendment thereof or other statutory provision adopted after the date hereof, authorizes such indemnification by action of the Board of Directors without shareholder approval. Such indemnification, and the conditions and limitations thereon set forth in the State Statute, shall not in any respect limit, condition or otherwise restrict the indemnification set forth in Section 3 hereof.

3. Shareholder-Authorized Indemnification. Subject only to the exclusions set forth in Section 4 hereof, and in addition to the indemnity specified in Section 2 hereof (but without duplication of payments with respect to indemnified amounts), the Corporation hereby further agrees to hold harmless and indemnify Director against any and all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation), to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is or was a director of the Corporation, or while a director was an officer, employee or agent of the Corporation or served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

4. Limitations on Shareholder-Authorized Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

(a) With respect to any proceeding in which Director is adjudged, by final judgment not subject to further appeal, liable to the Corporation or is subjected to injunctive relief in favor of the Corporation:

(i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation;

(ii) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law;

(iii) for the types of liabilities set forth in Section 14-2-832 of the Georgia Business Corporation Code; or

(iv) for any transaction from which Director received an improper personal

benefit;

(b) With respect to any suit in which final judgment is rendered against Director for an accounting of profits, made from the purchase or sale by Director of securities of the Corporation, pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law, or on account of any payment by Director to the Corporation in respect of any claim for such an accounting; or

(c) If a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

5. Contribution. If the indemnification provided in Sections 2 and 3 is unavailable and may not be paid to Director for any reason other than those set forth in paragraph (b) of Section 4, then in respect of any threatened, pending or completed action, suit or proceeding in which the Corporation is jointly liable with Director (or would be if joined in such action, suit or proceeding), the Corporation shall contribute to the amount of expenses, judgments, fines and settlements paid or payable by Director in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on the one hand and Director on the other hand from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Corporation on the one hand and of Director on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of the Director on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

6. Continuation of Obligations. All agreements and obligations of the Corporation contained herein shall continue during the period Director is a director of the Corporation, and shall continue thereafter for so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Director was a director of the Corporation or, while a director, served in any other capacity referred to herein.

7. Notification and Defense of Claim. Promptly after receipt by Director of notice of the commencement of any action, suit or proceeding, Director will, if a claim in respect thereof is to be made against the Corporation under this Agreement (other than under Section 2 hereof), notify the Corporation of the commencement thereof, but the omission so to notify the Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Director so notifies the Corporation:

(a) The Corporation will be entitled to participate therein at its own expense; and

(b) Subject to Section 8 hereof, and if Director shall have provided his written

affirmation of his good faith belief that his conduct did not constitute behavior of the kind described in paragraph 4(a) hereof, the Corporation may assume the defense thereof.

     After notice from the Corporation to Director of its election so to assume such defense, the Corporation will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. Director shall have the right to employ his separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Director unless (i) the employment of counsel by Director has been authorized by the Corporation, (ii) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory to Director, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of such counsel shall be at the expense of the Corporation. For the purposes of clause (ii) above, Director shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, Director shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between Director, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of Director by counsel designated by the Corporation is likely to materially and adversely affect Director’s interest or would not be permissible under applicable canons of legal ethics.

     The Corporation shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Director without Director’s written consent. Neither the Corporation nor Director will unreasonably withhold their consent to any proposed settlement.

8. Advancement and Repayment of Expenses. Upon request thereof accompanied by reasonably itemized evidence of expenses incurred, and by Director’s written affirmation of his good faith belief that his conduct met the standard applicable to Board-authorized indemnification pursuant to Section 2 hereof, or did not constitute behavior of the kind described in paragraph 4(a) hereof, the Corporation shall advance to Director the reasonable expenses (including attorneys’ fees and costs of investigation) incurred by him in defending any civil or criminal suit, action or proceeding as to which Director is entitled (assuming an applicable standard of conduct is met) to indemnification pursuant to this Agreement. Director agrees to reimburse the Corporation for all reasonable expenses paid by the Corporation, whether pursuant to this Section or Section 7 hereof, in defending any action, suit or proceeding against Director in the event and to the extent that it shall ultimately be determined that Director is not entitled to be indemnified by the Corporation for such expenses under either Section 2 or Section 3 of this Agreement.

9. Enforcement.

(a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Director to serve as a director of the Corporation, and acknowledges that Director will in the future be relying upon this Agreement in continuing to serve in such capacity.

(b) In the event Director is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Director for all of Director’s reasonable fees and expenses in bringing and pursuing such action.

10. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable in whole or in part for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

11. Governing Law; Successors; Amendment and Termination

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Georgia.

(b) This Agreement shall be binding upon Director and the Corporation, its successors and assigns, and shall inure to the benefit of Director, his heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns.

(c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

(d) This Agreement supersedes any prior agreement between Director and the Corporation, or any predecessor of the Corporation, regarding the subject matter hereof.

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

	EMS TECHNOLOGIES, INC.
	By:
Director		Chairman of the Board
		Chief Executive Officer

EX-10.23

Exhibit 10.23

EMS TECHNOLOGIES, INC.

EXECUTIVE OFFICER’S
INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is made as of                              , between EMS Technologies, Inc., a Georgia corporation (“Corporation”), and                                                              (“Officer”).

WHEREAS, Officer serves as an executive officer of the Corporation and in such capacity is expected to perform a valuable service; and

WHEREAS, the Corporation’s Bylaws (the “Bylaws”) permit the Board of Directors to cause the Corporation to provide for the indemnification of officers of the Corporation pursuant to Part 5 of Article 8 of the Georgia Business Corporation Code, as amended to date (the “State Statute”); and

WHEREAS, the Bylaws and State Statute specifically contemplate that contracts may be entered into between the Corporation and its officers with respect to indemnification of such persons; and

WHEREAS, in accordance with the authorization provided by the State Statute and Bylaws, the Corporation may from time to time purchase and maintain a policy of director and officer liability insurance (“D & 0 Insurance”), covering certain liabilities that may be incurred by its directors and officers in the performance of their duties to the Corporation; and

WHEREAS, the terms and availability of D & 0 Insurance present questions concerning the adequacy and reliability of the protection afforded to Officer thereby; and

WHEREAS, in order to provide to Officer assurances with respect to the protection provided against liabilities that he may incur in the performance of his duties to the Corporation, and to thereby induce Officer to serve in such capacity, the Corporation has determined and agreed to enter into this contract with Officer.

NOW, THEREFORE, in consideration of Officer’s continued service as an executive officer from the date hereof until such service terminates as provided in the Bylaws, the parties hereto agree as follows:

1. Maintenance of Insurance.

(a) Subject only to the provisions of Section 1(b) hereof, the Corporation hereby agrees that, so long as Officer shall continue to serve as an executive officer of the Corporation, and thereafter so long as Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Officer was an executive officer of the Corporation (or while an executive officer served in any other capacities with or at the

request of the Corporation), the Corporation will purchase and maintain in effect for the benefit of Officer one or more valid, binding and enforceable policy or policies of D & 0 Insurance providing coverage on terms and conditions that are commercially reasonable and available from time to time.

(b) The Corporation shall not be required to maintain said policy or policies of D & 0 Insurance in effect if said insurance is not reasonably available or if, in the reasonable business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance.

2. Indemnification. Subject only to the exclusions set forth in Section 3 hereof, and in addition to any other indemnity to which Officer may be entitled under the State Statute or any bylaw, resolution or agreement (but without duplication of payments with respect to indemnified amounts), the Corporation hereby agrees to hold harmless and indemnify Officer against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Officer is or was an executive officer of the Corporation, or while an executive officer was an employee or agent of the Corporation or served at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

3. Limitations on Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

(a) With respect to any proceeding in which Officer is adjudged, by final judgment not subject to further appeal, liable to the Corporation or is subjected to injunctive relief in favor of the Corporation:

(i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation;

(ii) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

(iii) for any transaction from which Officer received an improper personal benefit;

(b) With respect to any suit in which final judgment is rendered against Officer for an accounting of profits, made from the purchase or sale by Officer of securities of the Corporation, pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law, or on account of any payment by Officer to the Corporation in respect of any claim for such an accounting; or

(c) If a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

4. Contribution. If the indemnification provided hereby is unavailable and may not be paid to Officer for any reason other than those set forth in paragraph (b) of Section 3, then in respect of any threatened, pending or completed action, suit or proceeding in which the Corporation is jointly liable with Officer (or would be if joined in such action, suit or proceeding), the Corporation shall contribute to the amount of expenses, judgments, fines and settlements paid or payable by Officer in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on the one hand and Officer on the other hand from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Corporation on the one hand and of Officer on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Corporation on the one hand and of the Officer on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

5. Continuation of Obligations. All agreements and obligations of the Corporation contained herein shall continue during the period Officer is an executive officer of the Corporation, and shall continue thereafter for so long as Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Officer was an executive officer of the Corporation or, while an executive officer, served in any other capacity referred to herein.

6. Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission so to notify the Corporation will not relieve it from any liability which it may have to Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer so notifies the Corporation:

(a) The Corporation will be entitled to participate therein at its own expense; and

(b) Subject to Section 7 hereof, and if Officer shall have provided his written affirmation of this good faith belief that his conduct did not constitute behavior of the kind described in paragraph 3(a) hereof, the Corporation may assume the defense thereof.

     After notice from the Corporation to Officer of its election so to assume such defense, the Corporation will not be liable to Officer under this Agreement for any legal or other expenses subsequently incurred by Officer in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. Officer shall have the right to employ his separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel

incurred after notice from the Corporation of its assumption of the defense hereof shall be at the expense of Officer unless (i) the employment of counsel by Officer has been authorized by the Corporation, (ii) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory to Officer, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of such counsel shall be at the expense of the Corporation. For the purposes of clause (ii) above, Officer shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, Officer shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between Officer, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of Officer by counsel designated by the Corporation is likely to materially and adversely affect Officer’s interest or would not be permissible under applicable canons of legal ethics.

     The Corporation shall not be liable to indemnify Officer under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Officer without Officer’s written consent. Neither the Corporation nor Officer will unreasonably withhold their consent to any proposed settlement

7. Advancement and Repayment of Expenses. Upon request thereof accompanied by reasonably itemized evidence of expenses incurred, and by Officer’s written affirmation of his good faith belief that his conduct did not constitute behavior of the kind described in paragraph 3(a) hereof, the Corporation shall advance to Officer the reasonable expenses (including attorneys’ fees and costs of investigation) incurred by him in defending any civil or criminal suit, action or proceeding as to which Officer is entitled (assuming an applicable standard of conduct is met) to indemnification pursuant to this Agreement. Officer agrees to reimburse the Corporation for all reasonable expenses paid by the Corporation, whether pursuant to this Section or Section 6 hereof, in defending any action, suit or proceeding against Officer in the event and to the extent that it shall ultimately be determined that Officer is not entitled to be indemnified by the Corporation for such expenses under this Agreement.

8. Enforcement

(a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Officer to serve as an executive officer of the Corporation, and acknowledges that Officer will in the future be relying upon this Agreement in continuing to serve in such capacity.

(b) In the event Officer is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Officer for all of Officer’s reasonable fees and expenses in bringing and pursuing such action.

9. Separability. Each of the provisions of this Agreement is a separate and distinct

agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable in whole or in part for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

10. Governing Law; Successors; Amendment and Termination

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Georgia.

(b) This Agreement shall be binding upon Officer and the Corporation, its successors and assigns, and shall inure to the benefit of Officer, his heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns.

(c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

(d) This Agreement supersedes any prior agreement between Officer and the Corporation, or any predecessor of the Corporation, regarding the subject matter hereof.

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

	EMS TECHONOLGIES, INC.
	By:
Officer		Chief Executive Officer

EX-10.31

Exhibit 10.31

EMS Technologies, Inc.
2007 Stock Incentive Plan

Restricted Stock Award
Restriction Agreement
With
Gary B. Shell

May 2, 2008

Dear Gary:

The EMS 2007 Stock Incentive Plan (the “Plan”) is intended as an incentive to achieve the objectives of EMS Technologies, Inc. (the “Company”), through employee participation in the Company’s success and growth. The Plan provides an opportunity for eligible employees to acquire or increase their proprietary interest in the Company, and, as to officers, is administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee has granted you an award of Restricted Stock (as defined in the Plan) effective the date hereof, and has authorized me to prepare and enter into this Restriction Agreement with you.

In consideration of the mutual covenants herein contained, and for other good and valuable consideration, the Company and you as an employee of the Company do hereby agree as follows:

1. Grant of Shares. Pursuant to action of the Committee, the Company has granted to you 3,000 shares of Restricted Stock (the “Shares”). This award is in all respects made subject to the terms and conditions of the Plan, a copy of which has been provided to you. By signing and returning a copy of this Agreement to the Company, you agree to all of the terms and conditions of the Plan for yourself, any designated beneficiary and your heirs, executors, administrators or personal representatives. Terms used in this Agreement which are defined in the Plan shall have the meanings set forth in the Plan. In the event of any conflict between the Plan and this Agreement, the Plan shall control.

As soon as practicable following your execution of this Agreement, a certificate or certificates representing the Shares, and bearing the legend described below in Section 6, will be issued in your name. Upon issuance of the certificates representing the Shares, you shall have all rights of a stockholder with respect to the Shares, including the right to vote and, subject to Section 10 of this Agreement, to receive all dividends or other distributions paid or made with respect to the Shares; provided, however, that the Shares (and any securities of the Company which may be issued with respect to the Shares by virtue of any dividend reinvestment, stock split, combination, stock dividend or recapitalization, which securities shall be deemed to be “Shares” hereunder) shall be subject to the terms and all of the restrictions set forth in this Agreement.

2. Restriction. Until this restriction (the “Restriction”) has lapsed pursuant to Section 3 or 4 below, you may not sell, exchange, assign, transfer, pledge or otherwise dispose of the Shares, and the Shares shall be subject to forfeiture as set forth in Section 5 below.

3. Lapse of Restriction by Passage of Time. The Restriction shall lapse and have no further force or effect, as to 1,000 of the Shares, on and after November 3, 2008, and as to 2,000 of the Shares, in tranches of 500 Shares each, on and after each of the first, second, third and fourth anniversaries of the date of this Agreement.

4. Lapse of Restriction by Death or Disability. The Restriction shall lapse, and shall have no further force or effect, upon your death or disability (as defined in the Plan), but not earlier than November 3, 2008. You may provide to the Company a written designation in a form approved by counsel for the Company naming a person or persons who shall receive the Shares in the event of your death. If there is no such designation in effect at the time of your death, the Shares shall be delivered to and become an asset of your estate.

5. Forfeiture of Shares. Except as may otherwise hereafter be determined by the Committee, in the event of termination of your employment with the Company due to your voluntary resignation or involuntary discharge prior to lapse of the Restriction under Section 3 or 4, or in the event you provide services to a competitor of the Company or any Subsidiary of the nature described in Section 9.2 of the Plan prior to such lapse (whether or not known to the Company at that time), you shall immediately forfeit all right, title and interest to the Shares, regardless of whether unrestricted certificates evidencing the Shares shall have theretofore been delivered to you, and such Shares shall be cancelled or transferred to the Company by you, without consideration to you or your executor, administrator, personal representative or heirs.

6. Endorsement and Retention of Certificates. Any certificates representing the Shares shall be endorsed on the reverse thereof with the following legend:

“The shares of stock represented by this certificate and the sale, transfer or other disposition of such shares are restricted by and subject to a Restriction Agreement dated May 2, 2008, between the registered holder and the Company, a copy of which is on file with the Secretary of the Company.”

The Shares, whether in certificated or uncertificated form, shall be held by the Company until the restrictions thereon shall have lapsed. As a condition to this award, you shall execute and deliver to the Company a stock power in the form attached hereto, endorsed in blank, relating to the Shares, as set forth in the Plan.

Upon lapse of the Restriction pursuant to Section 3 or 4 of this Agreement without a prior forfeiture of the Shares, a certificate or certificates for an appropriate number of unrestricted Shares shall be delivered to you, and any certificate with the legend indicated above shall be cancelled, or at the Company’s election the Shares shall be issued and recorded in uncertificated form free of the Restriction.

7. Withholding Taxes. You hereby authorize the Company to withhold, at the time of lapse of the Restriction on the Shares pursuant to Section 3 or 4 above, or at such earlier date as the award of the Shares shall become taxable to you, from compensation otherwise owing to you, an amount equal to any taxes required to be withheld by federal, state or local law with respect to income resulting from such lapse or other taxable event. In the event the compensation otherwise due to you at that time is for any reason insufficient to provide for such payment, you agree that, as a condition to issuance of Shares in a form free of the Restriction, you will deliver to the Company a cashier’s check, or personal check satisfactory to the Company, in an amount

equal to such withholding taxes or any balance thereof.

Notwithstanding the foregoing, at your election the foregoing withholding taxes may be paid by you by authorizing the Company to withhold and cancel a portion of the Shares otherwise deliverable to you, in that number of shares having a Fair Market Value (as defined in the Plan) on the date that taxable income is recognized equal to the amount of such taxes thereby being paid. Such election shall be made on or before such date, shall be irrevocable, and shall be submitted in writing to the Treasurer of the Company or other person designated by the Company as being responsible for administering awards of Restricted Stock.

8. No Rights to Continued Employment. Nothing herein confers on you any right to continue in the employ of the Company or of any parent or subsidiary of the Company.

9. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and you and your executor, administrator, personal representative and heirs.

10. Dividends. Any cash dividends which may become payable on the Shares shall be held by the Company for your account until the Restriction lapses. In such event the Company shall pay interest on the amount so held as determined by the Committee, and the accumulated amount of such dividends and interest shall be paid to you upon the lapse of the Restriction. Any such cash shall be governed by the Restriction, the Restriction with respect to any such cash shall lapse as provided in Sections 3 and 4 of this Agreement, and any such cash shall be forfeited pursuant to Section 5 to the extent that the Shares on which such dividends were paid shall be so forfeited.

********************

This Agreement has been prepared in duplicate. Please indicate your acceptance by signing in the space provided below, and return an original for the Company’s records.

IN WITNESS WHEREOF, the Company, acting through the Committee, has caused this Agreement to be duly executed and you have hereunto set your hand and seal, all as of the day and year first written above.

EMS TECHNOLOGIES, INC.
By:
	Paul B. Domorski
	President and Chief Executive Officer

Accepted and Agreed:

Gary B. Shell 

STOCK TRANSFER POWER

The undersigned,                                                             , hereby sells, assigns and transfers unto                                                             , and hereby irrevocably constitutes and appoints EMS Technologies, Inc. as his or her true and lawful attorney-in-fact, with full power of substitution, to transfer on the stock records of EMS Technologies, Inc., all right, title and interest of the undersigned in and to,                                         shares of the Common Stock of EMS Technologies, Inc. evidenced by certificate number                                          , dated                                         , 2008.

, 2008
	Signature
	Gary B. Shell
	Printed Name

Witness: 

10.31(b)

EMS Technologies, Inc.
2000 Stock Incentive Plan

Terms of Restricted Stock
Form 5/02/08

The EMS 2000 Stock Incentive Plan (the “Plan”) is intended as an incentive to achieve the objectives of EMS Technologies, Inc. (the “Company”), through employee participation in the Company’s success and growth. The Plan provides an opportunity for eligible employees to acquire or increase their proprietary interest in the Company, and is administered by the Stock Incentive Committee of the Board of Directors (the “Committee”).

This Terms of Restricted Stock sets forth certain terms of, and is included as part of, each Restricted Stock Agreement (the “Agreement”) that specifically refers to this Form and is executed from time to time between the Company and an employee (the “Employee”) receiving an award of shares subject to restrictions as contemplated in the Plan (“Restricted Stock”).

In consideration of the mutual covenants and benefits contained herein and in each Agreement, the following terms are included and incorporated in such Agreement:

1. Grant of Shares. The award of a number of shares (the “Shares”) of Restricted Stock specified in the Agreement is in all respects made subject to the terms and conditions of the Plan, a copy of which has been made available to the Employee. By signing and returning the Agreement, the Employee agrees to all of the terms and conditions of the Plan, and to the Restrictions specified below, for himself or herself, any designated beneficiary and his or her heirs, executors, administrators or personal representatives. Terms used in this Agreement which are defined in the Plan shall have the meanings set forth in the Plan. In the event of any conflict between the Plan and this Terms of Restricted Stock or the Agreement, the Plan shall control.

As soon as practicable following execution of the Agreement, the Shares shall be issued in the Employee’s name on the books of the Company, subject to the restrictions described herein and in the Agreement. Upon issuance, the Employee shall have all rights of a stockholder with respect to the Shares, including the right to vote and, subject to Section 10 of this Agreement, to receive all dividends or other distributions paid or made with respect to the Shares; provided, however, that the Shares (and any securities of the Company which may be issued with respect to the Shares by virtue of any dividend reinvestment, stock split, combination, stock dividend or recapitalization, which securities shall be deemed to be “Shares” hereunder) shall be subject to the terms and all of the restrictions set forth here and in the Agreement.

2. Restriction. The Restriction provides for the forfeiture of the Shares upon certain terminations of employment as specified in Section 5 below.

3. Lapse of Restriction by Passage of Time. The Restriction shall, with respect to the specified number of the Shares, lapse and have no further force or effect on and after each of the dates specified as a “Vesting Date” in the Agreement.

4. Lapse of Restriction by Death or Disability. The Restriction shall lapse, and shall have no further force or effect, upon the Employee’s death or disability (as defined in the Plan). The Employee may provide to the Company a written designation in an approved form naming a

person or persons who shall receive the Shares in the event of his or her death. If there is no such designation in effect at the time of the Employee’s death, the Shares shall be become an asset of his or her estate.

5. Forfeiture of Shares. Except as may otherwise hereafter be determined by the Committee, in the event of termination of the Employee’s employment with the Company due to voluntary resignation or involuntary discharge prior to lapse of the Restriction under Section 3 or 4 with respect to all or a portion of the Shares, or in the event the Employee provides services to a competitor of the Company or any Subsidiary of the nature described in Section 9.2 of the Plan prior to such lapse (whether or not known to the Company at that time), the Employee shall immediately forfeit all right, title and interest to the affected Shares, regardless of whether unrestricted ownership shall have theretofore been recorded or evidenced by the delivery of unrestricted certificates, and such Shares shall be cancelled or transferred to the Company by the Employee, without consideration to the Employee or his or her executor, administrator, personal representative or heirs.

6. Endorsement and Retention of Certificates. Any certificates representing the Shares shall be endorsed on the reverse thereof with the following legend:

“The shares of stock represented by this certificate and the sale, transfer or other disposition of such shares are restricted by and subject to a Restricted Stock Agreement, between the registered holder and the Company, a copy of which is on file with the Secretary of the Company.”

The Shares, whether in certificated or uncertificated form, shall be held by the Company until the restrictions thereon shall have lapsed, and shall be subject to the Employee’s stock power granted to the Company by his or her execution of the Agreement.

Upon lapse of the Restriction pursuant to Section 3 or 4 of this Agreement without a prior forfeiture of the Shares, a certificate or certificates for an appropriate number of unrestricted Shares shall be delivered to the Employee and any certificate with the legend indicated above shall be cancelled, or at the Company’s election the Shares shall be issued and recorded in uncertificated form free of the Restriction.

7. Withholding Taxes. The Employee authorizes the Company to withhold, at the time of lapse of the Restriction on the Shares pursuant to Section 3 or 4 above, or at such earlier date as the award of the Shares shall become taxable to the Employee, from compensation otherwise owing to the Employee, an amount equal to any taxes required to be withheld by federal, state or local law with respect to income resulting from such lapse or other taxable event. In the event the compensation otherwise due to the Employee at that time is for any reason insufficient to provide for such payment, the Employee agrees that, as a condition to the issuance of Shares in a form free of the Restriction, he or she will deliver to the Company a cashier’s check, or personal check satisfactory to the Company, in an amount equal to such withholding taxes or any balance thereof.

Notwithstanding the foregoing, at the Employee’s election the foregoing withholding taxes may be paid by authorizing the Company to withhold and cancel a portion of the Shares otherwise deliverable to the Employee, in that number of shares having a Fair Market Value (as defined in the Plan) on the date that taxable income is recognized equal to the amount of such taxes thereby being paid. Such election shall be made on or before such date, shall be irrevocable, and shall be submitted in writing to the Treasurer of the Company or other person designated by the Company

as being responsible for administering awards of Restricted Stock.

8. No Rights to Continued Employment. Nothing herein confers on the Employee any right to continue in the employ of the Company or of any parent or subsidiary of the Company.

9. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee and his or her executor, administrator, personal representative and heirs.

10. Dividends. Any cash dividends which may become payable on the Shares shall be held by the Company for the account of the Employee until the Restriction lapses. In such event the Company shall pay interest on the amount so held as determined by the Committee, and the accumulated amount of such dividends and interest shall be paid to the Employee upon the lapse of the Restriction. Any such cash shall be governed by the Restriction, the Restriction with respect to any such cash shall lapse as provided in Sections 3 and 4 of this Agreement, and any such cash shall be forfeited pursuant to Section 5 to the extent that the Shares on which such dividends were paid shall be so forfeited.

EX-14.1

Exhibit 14.1

As revised February 6, 2004

EMS Technologies, Inc.
Code of Business Ethics and Conduct

Responsibilities

All Company employees, officers and directors (collectively, “Personnel”) are responsible for:

• Always conducting the Company’s business honestly, according to the highest professional and ethical standards, respecting the safety of themselves and others, and with due regard for the environment. Company Personnel will endeavor to comply with all applicable national, state, provincial and local laws and regulations.

• Ensuring full, fair, accurate, timely and understandable financial, and other public reporting.

• Doing everything reasonably and legally within their power to meet or exceed the Company’s contractual obligations to its customers, suppliers and other business partners.

• Avoiding situations that create an actual or perceived conflict of interest with their responsibilities to the Company. As a result, for example, all Personnel are prohibited from making personally significant investments in, or being employed in any capacity by, customers or suppliers with which they deal on behalf of the Company (except to the extent approved by senior management or the Board of Directors after full disclosure of the interest). Similarly, all personnel are also prohibited from making personally significant investments in, or being employed in any capacity by, competitors of the Company.

• Not accepting from or offering to any customer, subcontractor or supplier any form of gratuity. However, if conducive to the efficient conduct of business, Company Personnel may offer and accept refreshments, working lunches, reasonable business-related entertainment, and token business related items, as long as they are not prohibited by applicable law or the other company’s policies. In the case of U.S. government employees (including military personnel), this means that we may provide only:

Modest refreshments, such as soft drinks, coffee and doughnuts; and

Business-related meals, local transportation, and logo promotional items (such as coffee mugs or pens) having a value not exceeding $20 per occasion (not per item) or $50 per calendar year.

• Protecting all classified, proprietary, and competition-sensitive information entrusted to them, whether it belongs to the government, the Company, or a customer, subcontractor or other supplier, in accordance with prescribed procedures.

• Respecting property belonging to others, including competitors. This applies to physical property and also to intangible property, such as patents, copyrights, trade secrets and other proprietary business information.

• Ensuring correct and accurate labor charging.

• Not using the Company name to endorse political, social or religious causes, or products other than Company products, except as authorized by senior management.

• Immediately reporting actual or suspected violations of this Code to a supervisor, a senior Human Resources representative, the Chief Financial Officer, a member of the Company’s legal staff, or through the Company’s Ethical and Legal Concerns Hotline.

• When in doubt about the ethics or legality of proposed action, first discussing the matter with the responsible supervisor or other person identified under the preceding bullet.

Accountability and Enforcement

     Violations or suspected violations of this Code will be investigated, and violators will be disciplined (which could include termination) as appropriate under the circumstances. Discipline, and any waivers of this Code, shall, as to employees, be approved by the Chief Executive Officer and, as to officers or directors, be approved by the Board of Directors.

EX-21.1

Exhibit 21.1

EMS Corporate Structure EMS Technologies, Inc.

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 16, 2009, with respect to the consolidated balance sheets of EMS Technologies, Inc. and subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 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. Our report on the effectiveness of internal control over financial reporting as of December 31, 2008, contains an explanatory paragraph which states that our audit of internal control over financial reporting of EMS Technologies, Inc. excluded an evaluation of internal control over financial reporting of Sky Connect LLC.

KPMG LLP  

Atlanta, Georgia
March 16, 2009

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: 03/16/09
	Paul B. Domorski
	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF THE CFO

I, Gary B. Shell, 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/ Gary B. Shell	Date: 03/16/09
	Gary B. Shell
	Senior 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, 2008, 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 16th day of March, 2009.

/s/ Paul B. Domorski	/s/ Gary B. Shell
Paul B. Domorski Chief Executive Officer EMS Technologies, Inc.	Gary B. Shell Chief Financial Officer EMS Technologies, Inc.