L-3 COMMUNICATIONS HOLDINGS, INC.
2008 DIRECTORS STOCK INCENTIVE PLAN
1. Purpose of the Plan
The L-3 Communications Holdings, Inc. 2008 Directors Stock Incentive Plan (the “Plan”) is designed:
(a) to promote the long-term financial interests and growth of L-3 Communications Holdings, Inc. (the
“Corporation”) and its Subsidiaries by attracting and retaining Non-Employee Directors with the training,
experience and ability to enable them to make a substantial contribution to the success of the Corporation’s
(b) to further the alignment of interests of Non-Employee Directors with those of the stockholders of the
Corporation through opportunities for increased stock, or stock-based, ownership in the Corporation.
As used in the Plan, the following words shall have the following meanings:
(a) “Award” means any award granted pursuant to Section 3.
(b) “Award Agreement” means an agreement described in Section 6 by the Corporation for the benefit of a
Participant, setting forth (or incorporating by reference) the terms and conditions of an Award granted to a
(c) “Board of Directors” means the Board of Directors of the Corporation.
(d) “Code” means the Internal Revenue Code of 1986, as amended.
(e) “Committee” means the Compensation Committee of the Board of Directors.
(f) “Common Stock” or “Share” means common stock, par value $.01 per share of the Corporation,
subject to adjustments made under Sections 8 and 9 or by operation of law.
(g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(h) “Fair Market Value” means, unless otherwise defined in an Award Agreement, the closing price of the
Common Stock as reported on the composite tape of New York Stock Exchange issues (or if, at the date of
determination, the Common Stock is not so listed or if the principal market on which it is traded is not the N