L-3 COMMUNICATIONS HOLDINGS, INC.
AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE PLAN
THIS CHANGE IN CONTROL SEVERANCE PLAN, originally adopted on August 15, 2006 (the “
Effective Date ”) by L-3 COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, as amended and
restated as of February 19, 2009, has been established to provide for the payment of severance benefits to
Employees (as defined below).
Section 1. Definitions . Unless the context clearly indicates otherwise, when used in this Plan:
(a) “ Actual Bonus ” means any Bonus actually paid or payable to an Eligible Employee (excluding any
reduction in amount resulting from an adverse change to the assumptions (including the Employee’s Target
Bonus) or calculation methodology for determining the amount of such Bonus made on or after a Change in
(b) “ Affiliate ” means, with respect to any entity, any other corporation, organization, association,
partnership, sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or
indirectly controlling or controlled by or under direct or indirect common control with such entity.
(c) “ Annual Compensation ” means the sum of (x) the greater of the Eligible Employee’s Base Salary in
effect (A) immediately prior to the date of the Change in Control or (B) immediately prior to the date of
termination of the Eligible Employee (or, if the termination is for Good Reason, immediately prior to the event
set forth in the notice of termination given in accordance with Section 15 of this Plan), and (y) the Eligible
Employee’s Average Bonus.
(d) “ Anticipatory Termination ” means a termination of an Employee made in connection with or in
anticipation of a Change in Control at the request of, or upon the initiative of, the acquiror in the Change in
Control transaction or otherwise in connection with or anticipation of the Change in Control.
(e) “ Average Bonus ” means the average of all Bonuses paid or payab