This Employment Agreement (this “ Agreement ”), signed on January , 2008 and effective as
of the date hereof (the “ Commencement Date ”) is made by and between Innovative Solutions and
Support, Inc., a Pennsylvania corporation, having its principal offices at 720 Pennsylvania Drive, Exton, PA
19341 (the “ Company ”), and Mr. Raymond J. Wilson (the “ Executive ”).
1. The Company desires to employ Executive as the Chief Executive Officer of the
Company, and to enter into this Agreement embodying the terms of employment.
2. The Executive is willing to serve as Chief Executive Officer of the Company on the
terms set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained,
and other good and valuable consideration, and intending to be legally bound hereby, the Company and the
Executive hereby agree as follows:
1. Definitions .
1.1. “ Affiliate ” means any person or entity controlling, controlled by or under common
control with the Company.
1.2. “ Board ” means the Board of Directors of the Company.
1.3. “ Cause ” means (a) the Executive, in carrying out his duties under this Agreement,
engages in intentional and continued gross misconduct or gross negligence directly resulting in demonstrable and
material financial injury to the Company, (b) the Executive willfully embezzles the Company’s assets, (c) the
Executive is convicted (including a plea of guilty or nolo contendere ) of a felony or a misdemeanor involving
moral turpitude, (d) any willful acts of fraud or misappropriation, (e) Executive’s material breach of Section 4 or
Section 11 of this Agreement; or (f) any failure to adhere or to carry out lawful duties, directives or policies of t