As adopted February 16, 2000,
effective January 1, 2000
EMS TECHNOLOGIES, INC.
DIRECTORS' STOCK PURCHASE PLAN
1. PURPOSE. The Board of Directors (the 'Board') of EMS
Technologies, Inc. (the 'Company') considers it desirable for the
non-employee members of the 'Board' (the 'Outside Directors') to
participate in Company ownership. Such ownership strengthens the
sense of identity between the Company and its Outside Directors,
and reflects the essential unity of purpose among the Company,
the Outside Directors, and the Company's shareholders. The Plan
is intended to provide a convenient means through which the
Outside Directors may acquire shares of the Company's common
stock, $.10 per value (the 'Common Stock'), and a method by which
the Company may assist in achieving this objective.
2. NAME OF PLAN. The name of this Plan is the "EMS
Technologies, Inc. Directors' Stock Purchase Plan" (the "Plan).
3. ADMINISTRATION. The Plan shall be administered by the
Company, which shall act as, or designate a bank, trust company
or brokerage firm to act as, custodian under the Plan (the
'Custodian'), and will report each such designation to the Board.
References in this Plan to the 'Custodian' shall include the
Company at such times as it may be serving in such role, except
as the context may otherwise clearly indicate. The Board
reserves the right to change the Custodian at any time at its
discretion. The Custodian will hold as custodian all funds
received by it under the Plan and all of the shares of Common
Stock acquired for participants under the Plan. Any third-party
Custodian may rely on all orders, requests and instructions with
respect to the Plan given in writing and signed by any person
authorized to act on behalf of the Company, and such Custodian
shall not be liable to any person for any action taken in
accordance therewith.
4. TERM OF PLAN. The Plan will continue from year to year,
but, subject to Section 16, may be modified or discontinued by
the Board at any time.
5. ELIGIBILITY. Each Outside Director is eligible to
participate in the Plan.
6. PARTICIPATION.
(a) Each Outside Director may agree to pay in accordance
with Section 7 an amount of money stated as a percentage of Board
compensation (either in its entirety or by its separate
components), not exceeding 100%, to be applied to the purchase of
Common Stock for such individual's account. 'Board
compensation', for the purposes of the Plan, shall mean all
retainers and fees paid for service on the Board and for
participation in meetings of the Board and its Committees. Board
compensation does not include pay for consulting, expense
reimbursements, or Company contributions for insurance or other
benefit plans.
(b) All requests to participate in the Plan shall be made
on a form adopted by the Company as the form of a 'Request to
Participate' under this Plan and authorizing and instructing the
Company to deduct or cause to be deducted the desired amount from
the individual's Board compensation. Each form shall expressly
state that its terms are subject to and controlled by all the
terms and conditions of the Plan, as the same may be amended from
time to time.
7. COMPENSATION DEDUCTIONS.
(a) At the time any payment of Board compensation is due,
the Company will deduct the amount authorized by the participant
in his or her Request to Participate.
(b) Upon the participant's written request to the Company,
the Company will increase or decrease the deduction amount,
subject to the limits stated in paragraph 6(a). A participant,
however, may increase or decrease the deduction amount no more
frequently than once during any six-month period.
8. APPLICATION OF DEDUCTIONS. Promptly after each
deduction from Board compensation, the Custodian shall apply the
deductions to the purchase of the Common Stock from the Company,
at a price equal to the Fair Market Value of the Common Stock on
the last business day preceding date of the deduction, as defined
in the Company's 1997 Stock Incentive Plan (hereinafter, 'Fair
Market Value'), plus a per-share amount equal to brokerage
discounts or commissions, if any, paid by the Company to purchase
shares for sale to Plan participants.
9. SALES OR TRANSFERS OF SHARES.
(a) The Custodian will credit purchased shares to each
participant's account, including fractional shares to at least
the third decimal. Upon the receipt of a participant's request to
sell or withdraw all or a portion of the shares credited to his
or her account, the Custodian shall cause the sale of shares or
the transfer of shares into the name of the participant or other
registered holder designated by the participant. In the event of
a sale, the Custodian shall remit the proceeds of the sale
directly to the participant. In the event of a transfer, the
Custodian shall deliver the shares in accordance with
instructions from the participant. The Company will not issue any
certificate representing fractional shares, but instead the value
of fractional shares shall be paid to the participant in cash
based on the Fair Market Value of the Common Stock on the date
the participant makes the withdrawal request.
(b) The Company reserves the right (i) to place a legend
upon any certificate delivered to or upon the direction of any
participant to the effect that the certificate may not be
transferred without compliance with the federal securities laws,
and (ii) to instruct the Company's transfer agent to place stop-
transfer notices on its books with respect to the shares
evidenced by such certificates.
(c) Notwithstanding other provisions hereof, shares held in
the account of a participant for less than six months may not be
transferred to such participant unless he or she shall agree that
the shares shall, prior to any sale thereof, be beneficially
owned for not less than six months.
10. SHARES RETAINED BY THE CUSTODIAN. Accumulations of
shares not withdrawn by participants pursuant to Section 9 shall
be held by the Custodian for the account of the participant
entitled thereto, but all rights accruing to an owner of record
of such shares shall belong to and be vested in the participant
for whose account it is being held, including the right to
receive any and all dividends payable in respect of such shares,
whether in cash, shares or otherwise, and the right to receive
all notices of shareholders' meetings and to vote thereat.
11. DIVIDENDS. All cash dividends when declared and
received by the Custodian will be credited to the participants in
proportion to the number of shares, including fractional shares,
held by the Custodian for each participant's account on the
dividend record date. Checks will then be issued to the
participants promptly, except that a minimum accumulation of
dividends to a total of $1 credited to the owner of the shares
will be required before a dividend check will be issued. Neither
the Company nor the Plan shall have any liability with respect to
income taxes due on any dividends credited to a participant's
account, and the participant shall be solely liable for any such
applicable income tax.
12. VOTING RIGHTS AND REPORTS TO PARTICIPANTS.
(a) The Company shall transmit or cause to be transmitted
to all participants who do not otherwise receive such material as
shareholders of the Company, at the time and in the manner such
material is sent to shareholders, copies of all reports
(including annual reports), proxy statements and other
communications distributed to shareholders generally. The
Custodian shall (i) request instructions from the participants as
to the voting of shares held by it, and (ii) vote the shares held
by it in accordance with such instructions. As to shares with
regard to which no instructions are received, the Custodian shall
vote such shares in favor of or against any matter in the same
proportion as all other shares (including shares with regard to
which the Custodian has received instructions) represented in
person or by proxy at the meeting vote in favor of or against
such matter, or (if the Custodian is a brokerage firm) shall vote
or not vote such shares in the same manner that it acts with
respect to shares of the Company held in its name for the benefit
of other individual shareholders, under the rules of the National
Association of Securities Dealers or applicable exchange.
(b) The Custodian shall provide to each participant, not
less frequently than twice each year, a statement of his or her
account, such statement to show the balance of such account as of
a recent date, together with all transactions affecting such
account since the preceding report.
13. GRANT OF OPTIONS.
(a) On each June 30 and December 31 during the term of the
Plan the Company shall, automatically and without further action
of the Board, grant to each participant an option (the 'Option'
or 'Options') to acquire shares of the Common Stock at Fair
Market Value on such date of grant, first exercisable six months
after such date and remaining exercisable until 5:00 p.m.,
Atlanta time, on the sixth anniversary of the date of grant.
Each participant's Option shall cover such number of shares as
shall result in the Option having a value on the date of grant,
as determined by Black-Scholes methodology at that time used by
the Company for financial reporting or other securities law
purposes, equal to 25% of such participant's aggregate deductions
into the Plan during the six-month period ending on the grant
date.
(b) Except as specified in paragraph 13(a), the Options
shall be on the same terms and conditions as those granted
automatically to certain members of the Board under the Company's
1997 Stock Incentive Plan.
14. WITHDRAWAL OF PARTICIPANTS FROM PLAN.
(a) A participant may withdraw from the Plan, at any time
after six months since his or her most recent change of deduction
instructions, by giving notice in writing to the Company
addressed to its Secretary; provided however, that a participant
who shall have withdrawn from the Plan may not participate
further in the Plan (except as provided in paragraph 14 (d)) for
a period of six months from the date of the last deduction
preceding the withdrawal. A participant's withdrawal of all
shares owned by him or her from the Plan pursuant to Section 9
shall not in itself constitute a withdrawal from the Plan.
(b) A participant shall be deemed to have withdrawn from
the Plan immediately upon the occurrence of any of the following:
(i) The termination for any reason of the
participant's status as a member of the Board;
(ii) Death of the participant;
(iii) The creation of, and failure to discharge within
10 days of its creation, any lien or encumbrance
upon a participant's account under the Plan
(whether the lien is created by attachment,
garnishment, or the filing or docketing of a
judgment against the participant, or in any other
manner), or any levy upon the participant's
account under the Plan, or the filing of a
petition in bankruptcy by or against the
participant; or
(iv) Termination of the Plan by the Company.
(c) Subject to paragraphs 9(c) and 14(d), and as soon as
reasonably practicable after application of the last deduction
made from such participant's Board compensation, upon the
withdrawal from the Plan by a participant: all full shares in the
account of the participant shall be sold or transferred to such
participant or to such other registered holder as the participant
shall designate; any fractional share shall be paid based on the
Fair Market Value of the Common Stock on the date the participant
gives notice of his or her withdrawal from the Plan; and all
dividends credited to his or her account shall be paid to him or
her. Shares transferred to or upon the direction of the persons
specified in paragraph 9(b) shall be subject to the provisions
and restrictions set forth in that paragraph.
(d) Notwithstanding the provisions of paragraph 14(c), any
participant who shall give notice of withdrawal pursuant to
paragraph 14(a) may elect to permit the Custodian to continue to
hold the shares and funds allocated to his or her account, but
(except with the consent of the Custodian) only for so long as
such participant shall not be deemed to have withdrawn from the
Plan as a result of any of the events specified in paragraph
14(b). Such election shall be made by execution of such form or
forms as shall be determined by the Company.
15. EXPENSES.
(a) Except as otherwise provided herein, all administrative
costs of the Plan, however calculated, including any costs
incurred in the maintenance of participant accounts, shall be
borne by the Company.
(b) Charges incurred in the sale of shares for a
participant's account, or in the distribution of shares at a
participant's direction, shall be borne by the participant. Any
intangibles tax, ad valorem tax, or other tax on cash or shares
held by the Custodian shall be borne pro rata by the
participants.
16. GENERAL. The Plan is adopted by the authority of the
Board, which reserves the right to amend, suspend or terminate
the Plan at any time, provided that the Company may not amend or
terminate the Plan in such a manner that the amendment or
termination deprives a participant of any stock purchased with
his or her deductions or of any Options to which he or she is
entitled based on such deductions. However, the Company may not
amend the Plan more than once in any six-month period to change
the basis for determining the grant of Options to participants,
and the Board, without the approval of the shareholders of the
Company, may not amend the Plan to materially increase the
benefits accruing to participants. The Plan shall be interpreted
according to the laws of the State of Georgia.
17. RESPONSIBILITY. The Company and the Board shall have no
responsibility or liability, other than liabilities arising out
of the federal securities laws, for any act or thing done or left
undone in good faith, including, without limiting the generality
of the foregoing, any action taken with respect to the price,
quantity, or other conditions and circumstances of the purchase
of shares under the terms of the Plan, provided, however, that
the foregoing shall not apply to any act or thing done or left
undone which amounts to willful malfeasance or gross negligence.
A determination made in good faith by the Company as to any
question that may arise regarding the Plan's conduct or
operations shall be final.
18. NO ASSIGNMENT. Participants shall not have the right
to assign, pledge or hypothecate their rights in the Plan, and
any attempted assignment, pledge or hypothecation of any such
rights shall be absolutely null and void. The preceding sentence
shall not be construed to limit in any manner the rights that a
participant may otherwise have to assign, pledge, hypothecate or
otherwise transfer shares held in his or her account, subject to
the provisions hereof concerning transfer of shares to or upon
the direction of the participant.