Consulting Agreement – L-3 Communications

Any Attachments to this Professional Services Agreement referenced herein are
fully incorporated and form a part of this agreement (hereinafter, “Agreement”).

L-3 hereby retains the Consultant, and the Consultant hereby agrees to serve
as a consultant to L-3, on the terms and subject to the conditions of this
Agreement. The Consultant will, from time to time and at the request of L-3 upon
reasonable advance notice, assist L-3, including by providing advice with
respect to the business of L-3, its strategic business plan and such other
matters as may be reasonably requested by L-3. It is understood that such
consulting services shall be incidental to, and shall not interfere with, the
other business activities and commitments of the Consultant which are permitted
pursuant to Section 7 below. The Consultant shall not be required to travel,
except at his convenience, in performing services hereunder. In addition, so
long as the Consultant continues to provide consulting services pursuant to this
Agreement, Consultant shall have the title “Director Emeritus of L-3”.

This Agreement is intended to be a master set of terms and conditions between
L-3 and Consultant. This Agreement shall be effective upon execution hereof for
a term of one year from the date hereof and shall be renewable annually at L-3153s
written request. This Agreement and Consultant153s retention hereunder may be
terminated by either party on 30 days advance written notice. In the event of a
termination of the consulting term for any reason, neither L-3 nor the
Consultant shall have any further obligations hereunder.

4.1

The Consultant153s compensation for his services will consist of an annual
retainer of $210,000. The annual retainer is payable quarterly in arrears on
March 1, June 1, September 1 and December 1 of each year, provided that the
Agreement has not been terminated prior to the applicable payment date.

4.2

Consultant shall be responsible for taxes based upon Consultant153s income or
any Federal, State or local employment taxes assessed to Consultant.

L-3 shall reimburse Consultant for reasonable out of pocket expenses incurred
for meals, lodging, and travel, as set forth in Attachment A and for which
funding has been previously authorized as part of an assigned task. Consultant
shall invoice L-3 for actual, substantiated out of pocket expenses and L-3 shall
pay Consultant net thirty (30) days after receipt of an undisputed invoice.

Consultant warrants the services provided to L-3 will be performed in a
professional and competent manner.

PARTIES. Consultant shall maintain proprietary, confidential and secret all
L-3 information which may be disclosed to Consultant as being proprietary,
confidential and secret in nature, and Consultant shall not disclose this
information to any other person (including L-3 employees in any other division,
group, or entity), firm, or corporation. Consultant shall also maintain as
confidential the “know-how” and future plans of L-3 relating to the fields of
endeavor in which Consultant performs investigations, evaluations, and services
for L-3, as well as the nature of certain work projects to which Consultant is
exposed, and the identity of persons working on those projects. If, in
connection with its performance, Consultant discloses to L-3 any ideas,
developments, or suggestions conceived or actually reduced to practice by
Consultant prior to its performance hereunder, no relationship, proprietary or
otherwise, express or implied, is established with L-3 by the disclosure, no
obligation of any kind is assumed by, nor may be implied against L-3, unless a
separate written contract regarding the subject of disclosure is consummated by
the parties, and then the obligation shall be only as expressed in the separate
contract.

7.3

Consultant agrees to refrain from making any disparaging or derogatory
remarks, comments or publications regarding L-3 or any of its affiliates,
predecessors or successors or any of their respective officers, directors,
employees, products or services.

7.4

Consultant hereby agrees that during the term of this Agreement and the 12-
month period immediately thereafter, without the prior written consent of L-3,
(i) he or she will not, directly or indirectly, either as principal, manager,
agent, consultant, officer,

stockholder, partner, investor, lender or employee or in any other capacity,
carry on, be engaged in or have any financial interest in, any (a) entity which
is in Competition with the business of L-3 or (b) Competitive Activity and (ii)
he or she shall not, on his or her own behalf or on behalf of any person, firm
or company, directly or indirectly, solicit or offer employment to any person
who is or has been employed by L-3 at any time during the twelve (12) months
immediately preceding such solicitation. For purposes of this Section 7.4: (A)
an entity shall be deemed to be in “Competition” with L-3 if it is principally
involved in the purchase, sale or other dealing in any property or the rendering
of any service purchased, sold, dealt in or rendered by L-3 as a part of the
business of L-3 within the same geographic area in which L-3 effects such sales
or dealings or renders such services at the Relevant Date; and (B) “Competitive
Activity” shall mean any business into which L-3 has taken substantial steps to
engage, as of the Relevant Date, which would be deemed to be in Competition with
the business of L-3 if such steps had been completed prior to the Relevant Date;
and (C) the term “Relevant Date” shall mean each date during the term of this
Agreement through (and including) the effective date of termination of this
Agreement. Notwithstanding the foregoing, nothing contained in this Section 7.4
shall (x) prohibit Consultant from serving as an officer, employee or
independent consultant of any business unit or subsidiary which would not
otherwise be in Competition with L-3 or a Competitive Activity, but which
business unit is a part of, or which subsidiary is controlled by, or under
common control with, an entity that would be in competition with L-3, so long as
Consultant does not engage in any activity which is in Competition with any
business of L-3 or is otherwise a Competitive Activity or (y) be construed so as
to preclude Consultant from investing in any publicly or privately held company,
provided Consultant153s beneficial ownership of any class of such company153s
securities does not exceed 5% of the outstanding securities of such class.

7.5

The parties hereto agree that the provisions of Section 7.4 are reasonable.
If a court determines, however, that any provision of Section 7.4 is
unreasonable, either in period of time, geographical area or otherwise, then the
parties hereto agree that the provisions of Section 7.4 should be interpreted
and enforced to the maximum extent which such court deems reasonable.

7.6

Subject to Section 7.4, Consultant shall have the right to accept employment
and/or perform consulting work for one or more third parties, so long as such
employment or work does not impair his ability to perform his responsibilities
hereunder.

. Written notice shall be sent to the parties by hand, by overnight carrier
or by U.S. certified mail at the following address:

L-3 Communications Corporation
600 Third Avenue
New York, New York 10016
Attention: General Counsel

General (Ret.) John M. Shalikashvili
55 Chapman Loop
Steilacoom, WA 98388

Consultant warrants that it is not a party to any other existing agreement
which would prevent Consultant from entering into this Agreement or which would
adversely affect this Agreement.

It is understood and agreed that Consultant shall be acting as an independent
contractor and not as an agent or employee of L-3. Accordingly, the Consultant
assumes all risks and hazards encountered in its performance of this agreement.
Consultant shall not have the power or authority to create or modify any binding
obligation or agreement on behalf of L-3, and Consultant shall not represent to
any third party that he or she has such power or authority. Consultant
acknowledges that he or she shall not participate in (and shall not receive any
benefits or awards under) any L-3 employee benefit plans by virtue of this
agreement.

The provisions of Sections 6, 7, and 14 shall survive termination of this
Agreement.

It is acknowledged that any payment, gift, tip, meal, transportation,
entertainment or other benefit or promise of a benefit provided to or paid for a
U.S. Government employee by the Consultant other than pursuant to the limited
authorized exceptions in the appropriate agency internal standard of conduct, is
prohibited, whether or not the situation involved pertains to L-3 business.

Consultant153s use and access to any applicable facility shall be subject to
all L-3153s security, traffic, smoke free environment restrictions, as well as any
other L-3 rules and regulations, and any and all other reasonable restrictions
which L-3 may impose from time to time. Access may be limited to L-3153s normal
hours of operations (excluding holidays and shutdown periods, if any). L-3 may
limit or deny access to any other Consultant representatives.

14.1

The Consultant may not assign any of its rights or obligations hereunder
without the prior written consent of L-3. L-3 may assign its rights and
obligations under this Agreement to any subsidiary, affiliate or successor in
interest of L-3 without the consent of the Consultant. The Consultant shall be
provided with written notice of such assignment. In all such cases, the
assignment of this Agreement and the assumption of the rights and obligations
thereunder shall be at no additional cost to L-3.

14.2

Neither party shall be liable for any delays resulting from acts of God,
strikes, riots, acts of war, epidemics, or governmental regulations.

14.3

Neither party hereto shall, without securing written consent of the other
party, publicly announce the existence of this Agreement or advertise or release
any publicity in regard thereto, except that L-3 and Consultant may disclose the
terms of this Agreement to extent required by law or regulation, including in
proxy statements and periodic reports filed with the Securities and Exchange
Commission.

14.4

This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of L-3 and shall be binding upon and inure to the benefit
of Consultant153s heirs, legal representatives, successors, and assigns.

14.5

The validity, performance, and construction of this Agreement shall be
governed by the laws of the State of New York, excluding conflicts of laws
provisions. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, LITIGATION, ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6

If any of the provisions or portions of this Agreement are invalid under any
applicable statute or rule of law, they are to that extent to be deemed omitted.

14.7

Except as otherwise provided in this Agreement, neither party shall assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the other party hereto, which assignment shall not be unreasonably
withheld, and any such attempted assignment shall be void.

14.8

This Agreement constitutes the entire understanding between the parties
relating to the subject matter hereof, and supersedes all previous
communications, representations, or agreements, either oral or written, with
respect to the subject matter hereof, and no representations or statements of
any kind made by any representative of Consultant or L-3, which are not stated
in this Agreement, shall be binding on Consultant or L-3. No addition to or
modification of any provision of this Agreement shall be binding upon Consultant
or L-3 unless made in writing and signed by the respective duly authorized
representatives of Consultant and L-3.

14.9

Consultant acknowledges and agrees that money damages would not be an
adequate remedy for any breach of his or her agreements contained in Section 7
hereof, and that in addition to any other remedies available to L-3, L-3 shall
be entitled to the remedies of injunction, specific performance and other
equitable relief for any threatened or actual breach of the agreements contained
in such Section.

By:

Title:

Chairman, President and Chief Executive Officer

All approved travel should be booked using L-3153s Travel Service to minimize
costs. L-3 will reimburse for first-class fares on domestic flights and
business-class fares for international travel (first class is reimbursable for
international travel only when approved in advance by L-3 Senior Management).
Trips should also be booked as far in advance as possible to qualify for special
air fare promotions and discount fares.

Consultant should coordinate with the L-3 contact designated in the
applicable SOW, to identify hotels with whom L-3 has negotiated special rates,
or when such accommodations are not available, use hotels where corporate
discounts are offered.

The reasonable cost of meals on overnight trips is allowed while traveling on
L-3153s behalf. When dining with L-3 employees, separate checks should be
requested. Entertainment, such as theater tickets and hotel room movies, are
personal expenses, and are not reimbursable. Expenses for meals and other
entertainment provided to L-3 employees are not reimbursable. Meals pertaining
to travel on one-day trips that meet or exceed a 55 mile radius, will be
reimbursed by L-3.

Alcoholic beverage costs are not reimbursable under noirnal business
expenses. It could be covered under rare cases if approved by L-3 Senior
Management. In those cases, all alcoholic beverage expenses will be listed
separately as entertaining expense.

Tips are an acceptable expense if they represent customary and reasonable
amounts for meals, porter, taxi, or similar services. Tips for meals must be
included in the meal cost and tips for the ground transportation must be
included in transportation costs. Tips to porters, bellhops, etc. should be
listed as miscellaneous travel.

Charges for laundry are reimbursable by L-3 if the trip exceeds four (4)
days.

In the U.S., compact cars will be rented when available, and comparable
models will be rented when traveling internationally. All optional insurance for
rental cars while on L-3 business in the U.S. and Canada, are not reimbursable.
Optional collision insurance purchased internationally is acceptable where
obligatory. Fines for parking or traffic violations are not reimbursable
expenses whether incurred in a rental car or while using one153s personal
automobile for L-3 business.

The approved reimbursement rate for use of one153s personal automobile for
L-3153s business is the maximum amount allowed by current IRS regulations. Local
travel between the Consultant and L-3 as a normal part of doing business is not
reimbursable.

L-3 allows reasonable and customary personal telephone expenses while
traveling (called safe arrival or time of departure calls NTE $10-$20). In those
instances where approved business calls are charged to a personal telephone, the
original bill must be submitted with an explanation for each call. L-3/IS will
not be responsible for the entire phone bill or wireless service or personal
internet access.

Expense Statements, when traveling on L-3153s behalf, should contain
information pertaining to only one (1) trip and must be prepared on a timely
basis. Original copies of airline tickets, itinerary and hotel charges, car
rentals and other expense in excess of twenty-five dollars ($25.00) must be
included.