Notice is hereby given that the Annual Meeting of Shareholders of EMS Technologies, Inc. (the “Company”) will be held at 11:00 a.m. local Atlanta time on May 18, 2007,2, 2008, at the Atlanta Marriott Norcross, 475 Technology Parkway, Norcross, Georgia, 30092 for the following purposes:

Only holders of record of common stock of the Company at the close of business on March 29, 2007,17, 2008, will be entitled to notice of and to vote at the Meeting or any adjournment thereof.

March 28, 2008

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, YOU ARE REQUESTED TO FILL IN AND SIGNPLEASE VOTE YOUR SHARES BY ONE OF THE METHODS INDICATED ON THE ENCLOSED FORM OFPROXY: (1) A TOLL-FREE TELEPHONE CALL, (2) THE INTERNET, OR (3) COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY AND MAIL ITAS SOON AS POSSIBLE IN THE ENCLOSED RETURNPOSTAGE PAID ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. PROVIDED.IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.TO VOTE YOUR SHARES PROMPTLY. IF YOU DO ATTEND THE MEETING AND DECIDE THAT YOU WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY.

A proxy form is enclosed herewith. Any shareholder who executes and delivers a proxy may revoke it at any time prior to its use by giving written notice of such revocation to the Secretary of the Company at 660 Engineering Drive, Technology Park/Atlanta, Norcross, Georgia 30092, or by executing and delivering to the Secretary of the Company a proxy bearing a later date. A proxy may also be revoked at the Annual Meeting by any shareholder present at the Annual Meeting who elects to vote in person.

The shares that ityour proxy represents will be voted at the Annual Meeting in accordance with the instructions noted thereon.your instructions. In the absence of such instructions, the shares represented thereby will be voted in favor of the eightnine nominees for election to the Board of Directors, in favor of the approval of the 2007 Stock Incentive Plan, and in favor of the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the current year. The Board of Directors does not know of any other business to be brought before the Meeting, and has not received notice of any such matter within the time periods specified in the Company’s Bylaws or in rules of the Securities and Exchange Commission governing discretionary voting authority; it is intended that as to such other business, if any, a vote may be cast pursuant to the proxy in accordance with the judgment of the person or persons acting thereunder.

Only holders of record of issued and outstanding shares of common stock of the Company at the close of business on March 29, 2007,17, 2008, are entitled to notice of, or to vote at, the Annual Meeting. Each holder is

The cost of soliciting proxies will be borne by the Company. Officers, directors and employees of the Company may solicit proxies by telephone, facsimile transmission, or personal interview. In addition, Georgeson Inc. has been engaged to provide soliciting assistance, principally in the nature of solicitation with respect to shares held by brokers, banks and institutional holders, at a cost of approximately $7,500.

Any proposals by shareholders intended to be included in the proxy materials for the 20082009 Annual Meeting must be received by the Company at its principal executive offices, attention of the Secretary, no later than December 12, 2007.

In addition, for any proposal or nomination that a shareholder wishes to present at the 2009 Meeting but is not seeking to have included in the Company’s proxy materials, notice as required by the Company’s Bylaws (including the information specified in the Bylaws) must be received by the Secretary no later than March 19, 2008;3, 2009; if such notice is not timely received, the matter or nomination will not be considered at the 20082009 Annual Meeting.

The Company’s Bylaws provide that the number of members of the Board of Directors shall be determined by the Board, which has set that number at eight.nine. Unless otherwise directed, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in favor of the election of the eightnine persons named in the following table as directors of the Company. Each such person will serve until the next Annual Meeting of Shareholders and thereafter until his successor is elected and has qualified. In case any named nominee should become unable to serve, or for good cause will not serve, the persons named in the proxy will have the right to use their discretion to vote for a substitute or substitutes or to vote only for the remaining nominees.

Assuming the presence of a quorum at the Meeting, the nominees will be elected by favorable vote of a plurality of the shares actually voted. Abstentions and broker non-vote shares will be considered as present for the purposes of determining the presence of a quorum, but will not otherwise be considered in determining the outcome of the vote. Shares for which authority to cast a favorable vote is affirmatively withheld will be treated as voting shares in determining whether the requisite plurality has been achieved.

The following table lists the nominees and their ages, their other positions with the Company, their principal occupations and other professional activities at present and during at least the past five years, and the year each was first elected as a director. All eightnine nominees are currently directors of the Company.

The Company’s Board of Directors during the past year comprised each of the nominees identified in the preceding table, except that prior to Mr. Domorski’s election in June, the former President and Chief Executive Officer, Alfred G. Hansen, was a member of the Board.table. Other than the CEO, Mr. Domorski, all current directors have been determined by the Board to be “independent” within the meaning of the listing standards of The NASDAQ Stock Market, Inc. During the last fiscal year, the Board held 13 meetings.five meetings, and took additional action through the execution of a unanimous consent. No director attended fewer than 75% of the aggregate of all meetings of the Board and of all committees on which he served.

The Company encourages the members of its Board to attend the Annual Meeting of Shareholders, and seeks to schedule Board meetings in a manner that facilitates such attendance. At the Annual Meeting held in 2006, all2007, seven of the eight Board members elected at that time were in attendance.

Shareholders who wish to communicate with members of the Board of Directors may do so by mail addressed to the Chairman of the Board, c/o the Secretary, at the address for the Company’s principal executive offices appearing on the first page of this Proxy Statement. Items so addressed will be forwarded unopened to the Chairman.

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Audit Committee.The Audit Committee is composed ofcomprises Messrs. Buerger (Chairman), Erbrick, and Mowell and Dr. Kreick. Additional information about the Audit Committee and its responsibilities, processes and actions appears under the subsequent section, “Audit Matters,” in this Proxy Statement.

Compensation Committee.The Board of Directors has designated a Compensation Committee of independent directors, currently comprisingcomprises Drs. Thagard (Chairman) and Parkinson, and Messrs. Mowell and Woodward. Additional information about the Compensation Committee and its responsibilities, processes and actions appears under the subsequent section, “Executive Compensation and Related Matters,” in this Proxy Statement.

Nominating & Governance Committee.The Nominating & Governance Committee comprises Messrs. Mowell (Chairman) and Buerger,Drs. Parkinson and Dr. Thagard. This committee is responsible for reviewing and evaluating potential members of the Board of Directors, for considering the qualifications to be sought in Board members, and for reporting to the full Board its recommendations with respect to these matters, and with respect to compensation of non-employee Board members. The Nominating & Governance Committee is also responsible for reviewing, and for reporting to the full Board, concerning the Company’s practices and policies for the allocation and exercise of corporate authority by and among the Board and its committees and

Each of the members of the Nominating & Governance Committee is “independent” as defined by the listing standards for The NASDAQ Stock Market, Inc. During 2006,2007, the members held one formal meeting,two meetings, and in addition they frequently conferred on an informal basis, for the purposes of identifying and evaluating potential candidates, and for meeting with candidates, in order to submit recommendations to the full Board.

In seeking and evaluating prospective members of the Board, the Nominating & Governance Committee considers the nature and scope of the Company’s business activities, and the capacity of the Board to provide oversight and positive contributions in areas of particular significance to the long-term creation of shareholder value. Areas of experience and capability that the Committee particularly believes should be represented on the Board include finance and accounting; technology related to the Company’s wireless communications businesses; the telecommunications, space and defense industries; and business and manufacturing operations. The Committee believes that individual candidates should also demonstrate proven success in business environments, high levels of commitment, adequate availability to actively participate in the Board’s affairs, and high levels of integrity and sensitivity to current business and corporate governance trends. Before recommending a candidate to the full Board, all members of the Committee will participate in meetings with the candidate, and the Committee also seeks to arrange meetings between the candidate and other Board members.

Candidates are typically identified by other Board members or in Board-member discussions with third parties. The Committee will also consider individuals recommended by shareholders. A shareholder who wishes to recommend a candidate for consideration by the Committee should do so in writing addressed to the Committee Chairman at the Company’s address appearing on the first page of this Proxy Statement. Candidates recommended by shareholders will be considered according to the same standards of perceived Company need and potential individual contribution as are applied to candidates from other sources.

Other Committees.Other committees on which various directors serve are the Science & Technology Committee, comprising Drs. Kreick (Chairman) and Parkinson, and Messrs. Domorski, O’Connell and Woodward, which has authority to review and make recommendations concerning scientific and technological trends and perceived opportunities for the Company’s technological capabilities; and the Stock Incentive Plan Committee, comprising Messrs. Domorski (Chairman), Erbrick and Woodward and Dr. Thagard, which is generally responsible for administering the Company’s stock option plans with respect to the participation of employees who are not officers or directors.

Subject to partial or full deferral into deferred stock units, as described further in this section regarding the Company’s Deferred Compensation Plan for Non-Employee Directors, each director who is not an employee of the Company is paid a $35,000$40,000 annual retainer (in quarterly installments), $2,500 per board meeting attended ($1,000 for telephonic participation), and $2,000 for committee meetings ($500 for telephonic participation) occurring on a day other than the day of either a board meeting or another compensated committee meeting. The Company’semployee-director, Mr. Domorski, does not receive fees for his participation in meetings. Travel expenses are paid toout-of-town directors.

The Company pays additional compensation to Mr. Mowell, in the amount of $60,000 per year, for his services as non-employee Chairman of the Board, to Mr. Buerger, in the amount of $10,000$20,000 per year, for his services as Chairman of the Audit Committee, and to Dr. Thagard, in the amount of $5,000$10,000 per year, for his services as Chairman of the Compensation Committee, and to Dr. Kreick, in the amount of $10,000 per year, for his services as Chairman of the Science & Technology Committee.

The Company has grantedgrants its non-employee directors options to acquire shares of its common stock under the 1997 Stock Incentive Plan, which has now expired.stock. These options includedinclude an initial grant of 15,000 shares, vesting 3,000 shares per year for the first five years of participation, and further grants of 3,0005,000 (3,000 prior to 2007) shares per year (vesting at the end of six months of further service) upon each election as a board member by the shareholders. All options wereare granted at the fair market value of the common stock on the date of grant

The Company maintains its Deferred Compensation Plan for Non-Employee Directors. Under this Plan, each non-employee director must defer 40% of the annual retainer into deferred stock units valued at the date the cash retainer would otherwise have been paid, and may also at the director’s election defer all other amounts paid for service on the Board or its committees. Deferred amounts are payable after the director is no longer a member of the Board, or after five years in the case of elective deferrals, subject to the director’s limited right to further defer payment. When payable, the value of each stock unit is paid in cash in an amount equal to the value at the time of payment of the Company’s common stock. The deferred stock units have no minimum guaranteed value, accrue no minimum level of income, and have no voting rights.

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The following table discloses, for the year ended December 31, 2006,2007, the cash compensation paid by the Company, as well as other compensation paid, accrued or granted to each of the non-employee directors.

The following table sets forth certain information concerning shares of the CompanyCompany’s common stock beneficially owned as of March 29, 2007,24, 2008, by the Company’s directors and named officers, and as of December 31, 2006,2007, by persons who beneficially own more than 5% of the common stock. This information has been determined in accordance withRule 13d-3 under the Securities Exchange Act of 1934 based upon information furnished by the persons listed or contained in filings made by them with the Securities and Exchange Commission. Except as otherwise indicated, each person possessed sole voting and investment power with respect to the shares shown. In addition to the shares shown in the following table, the non-employee directors also hold non-voting deferred share units, acquired in lieu of all or a portion of their cash compensation; such deferred share units which do not have voting rights but are economic equivalents of the common stock, are summarized in the subsequent table, and described further in footnote 1 to the Director Compensation Table.

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The following table sets forth the aggregate number of shares represented by the deferred stock units held by each non-employee director, as of December 31, 2006:

While our Board of Directors is responsible for the final approval of executive compensation packages, it relies heavily on the advice and recommendations of the Compensation Committee, and has delegated to the Committee responsibility for executive option and stock awards under the Company’s Stock Incentive Plans.

The Committee is composed solely of non-employee independent directors, currently Drs. Thagard (Chairman) and Parkinson and Messrs. Mowell and Woodward. The Committee met nineseven times during the last fiscal year, and its Charter is available on the Company’s website, at www.ems-t.com, under the link for “Investor Relations.”

The Compensation Committee reviews and recommends to the Board compensation and benefits for the Company’s executive officers, and administers the Company’s stock option plans with respect to the participation of employees who are officers or directors. The Committee’s Charter does not provide for the

With respect to officers other than the Chief Executive Officer, the Committee seeks and receives recommendations fromof the CEO, particularly concerning the performance and contributions of the individual officers reporting to him, and concerning their appropriate relative positions.compensation. However, before reaching its conclusions, the Committee reviews and discusses the various materials and recommendations outside the presence of the CEO. For 2006,2007, the Committee approved compensation packages for the subordinate officers that closely followed the CEO’s recommendations. The Committee does not request or accept recommendations from the CEO concerning his own compensation.

The Committee also requests and receives survey data obtained by the Company’s Human Resources department, eitherDepartment from third parties or beginning in 2007, developed internally by reviewing publicly filed compensation data for a group of companies with similar revenues and dependence on technical personnel. TheFor use in determining 2007 compensation, the latter group of comparator companies was recommended for this purpose by an independent compensation consultant, as described in the following paragraph, and comprises:comprised: NETGEAR, Inc.; Inter-Tel, Incorporated; Tekelec; Extreme Networks, Inc.; ViaSat Inc.; Comtech Telecommunications Corp.; MRV Communications, Inc.; Argon ST, Inc.; Westell Technologies, Inc.; SafeNet, Inc.; Harmonic Inc.; C-COR, Incorporated; and Bookham, Inc.

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The Committee from time to time engages independent compensation consultants for assistance in developing market-appropriate compensation policies and packages, or in addressing specific compensation issues. During 2006, the Committee retained Clark Consulting to (i) review and provide recommendations with respect to the Company’s retirement program for its executive officers; (ii) recommend an appropriate peer group of companies for use by the Companyissues, but did not do so during 2007. However, in benchmarking various elements of its compensation program; (iii) assistprogram for 2007, the Committee referred to publicly available compensation data from a group of comparator companies that were first recommended in developing an appropriate compensation package for Mr. Domorski as the Company’s new President and CEO; and (iv) assist in developing an appropriate compensation arrangement related to Mr. Hansen’s retirement as President and CEO and continuation in an advisory capacity.2006 by Clark Consulting. In connection with thisthat engagement, Clark Consulting was instructed that its responsibilities and reporting obligations ran solely to the Committee, and not to the Company’s management.

Related-Party Transactions.The Company rarely encounters situations involving a transaction with an officer, director or other controlling person, other than in their capacities as an employee, director or shareholder.shareholder, and encountered no such situations during 2007. Should such a transaction arise, the Charter of the Compensation Committee provides that it (excluding any member having an interest in the transaction) is responsible for review and approval. The Committee expects that in considering any such transaction it would evaluate whether the proposed terms are comparable to those available in similar arm’s length transactions, as well as require persuasive reasons for engaging in the transaction with the related party rather than a third party.

Compensation Committee Interlocks and Insider Participation.None of the Committee’s members has at any time been an officer or employee of the Company. During fiscal 2006,2007, no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 ofRegulation S-K. In addition, none of the Company’s executive officers serves, or has served, as a member of the boardBoard of directorsDirectors or compensation committee of any entity that has any of its executive officers serving on the Company’s Board or Compensation Committee.

We seek to maintain balanced compensation policies that attract and retain experienced and well-qualified executive officers, and that provide incentives for financial and business achievements that benefit our shareholders.

The Elements of Ourour Compensation Packages.In line with our compensation objectives, the Board of Directors and Compensation Committee seek to maintain the salary component of each officer’s compensation at a moderate level; to provide bonuses based heavily on financial performance; and to also provide stock options whose value depends on long-term appreciation in the market value of our common stock. The Board

In determining the proper allocation of each executive officer’s compensation among these elements, the Committee has sought to achieve for each executive an appropriate balance between economic security and compensation that is at risk based on the Company’s performance. The Committee’s conclusions in that regard have been based on consideration by the members of the Committee of survey materials, their general knowledge of executive compensation practices, and their personal evaluations of the likely effects of compensation levels and structure on the Company’s attainment of its financial objectives. ForIn 2007 and 2008, the Compensation Committee and CEO are placingplaced somewhat greater emphasis on the incentive-based portions of the overall compensation package, as compared to base salary, particularly for the divisional general managers, and thus their numerical relationships are likely to changechanged somewhat from those in 2006 and earlier years.

Our current philosophy as to the mix of current salary and current and long-term incentives has been followed for many years, but was first structured in its current general form in 1997 following an extensive review and recommendations from independent compensation consultants. Since that time, the Committee also engaged the assistance of Haigh & Co., compensation consultants, during late 2003 and to a lesser extent in 2005, concerning the overall structure of our compensation program, and as described under “The Compensation Committee,” utilized the services of Clark

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Consulting for various purposes during 2006.

For 2008 and subsequent years, we are revising our retirement program to rely more heavily on 401(k) contributions and a larger Company match (66-2/3% of the contribution up to 4% of eligible compensation), and to phase out the defined contribution plan. Reduced commitment to the defined contribution plan will enable us to fund a Company-wide annual bonus plan under which payments would be based on Company and divisional performance against specified earnings targets.

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In recent years, our Compensation Committee has been seeking to reduce other types of perquisites, such as Company-supplied automobiles. However, we continue in some cases to provide benefits that we believe have a nexus to business needs, such as occasional spousal travel to Company events or dues for a club that is available for business entertainment. We also may provide assistance in relocating a newly recruited officer to the Atlanta metropolitan area, including local housing and transportation, and transportation to the existing family home, pending the completion of the relocation. Information about instances of this nature appears in the notes to the Summary Compensation Table and in the discussion of employment arrangements following that table.

Compensation of the Named Executive Officers.The following paragraphs discuss the application during 2007 of the general principles described under “The Elements of our Compensation Package” to our President and Chief Executive Officer, approximately mid-way throughChief Financial Officer and the year, he did not participatethree highest-paid other executive officers during that year. This discussion provides context and background for the detailed information set forth in the Executive IncentiveSummary Compensation Plan for 2006. In lieu ofTable and other compensation tables following in this participation, and at the time of his employment, the Committee awardedProxy Statement.

Paul B. Domorski. Mr. Domorski 20,000began his service as our President and Chief Executive Officer in June 2006. His 2006 compensation was largely determined in pre-employment negotiations, with the assistance of Clark Consulting, and included significant awards of performance-based stock options and shares of our commonrestricted stock vesting as to 50% after two years of serviceemployment, and the other 50% after three years. For 2007, the Compensation Committee and Board noted that Mr. Domorski’s initial base salary was below the median levels for comparable companies, and increased his salary by approximately the 3.5% guideline increase for other officers, to $415,000.

The Committee believed that this2007 target award would both establish an equity ownership positionunder the Executive Annual Incentive Compensation Plan for Mr. Domorski was 80% of his salary, with 80% of the total determined by Company performance against an operating income target of $19,332,000 and encourage his long-term service, and was more appropriate for20% against a new CEO than participation2007 earnings per share target of $1.00. The $358,561 award reflected in the formula-based EICP. Summary Compensation Table is based on achievement of 100% of the operating income target and 118% of the EPS target, with no variations for rounding or special business or individual considerations.

For 2007,2008, Mr. DomorskiDomorski’s EAICP target is participating in the EICP, with a target award ofagain 80% of his base salary, payablewhich the Compensation Committee believes is a level of performance-based cash compensation that is appropriate in full uponterms of rewarding financial performance that benefits the Company’s achievementshareholders, and in comparison to levels used at comparator companies. Payment of 2007100% of the target would occur for 2008 consolidated operating income of $19,332,000$22,642,000 and earnings per share from continuing operations of $1.00. Variations$1.30, with equal 50% weightings in actual performance from these targets would be factored as described preceding atAnnual Incentive Compensation, weighted 80% to operating income and 20% to earnings per share in calculatingdetermining the effects of such variations. The final award would be subject to adjustment based onvariations from the Committee’s and Board’s evaluation of the performance during the year oftargets.

In 2007 Mr. Domorski and the Company.

Mr. Domorski is receiving the same medical and other insurance benefits as our other senior personnel, and the other benefits specified in the Summary Compensation Table. We do not provide Mr. Domorski with either a permanent automobile or club membership.

Other Officers.The following paragraphs set forth specific information about the compensation of each of the other named executive officers. In each case, variations in actual results from the targets would affect the award as discussed above atAnnual Incentive Compensation. The Executive Annual Incentive Compensation Plan awards (discussed following in this Proxy Statementbelow and indicated in the Summary Compensation Table) reflect the Committee’s

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determination that the Company achieved approximately 84%100% of its operating income target and 118% of its EPS target, while each ofthe SATCOM division (for Mr. Hebb) exceeded its targeted operating income and the LXE division (for Mr. Childress) did not achieve the 80% threshold level of operating income.Stock options granted to all officers in both 2007 and the SATCOM division (for Dr. Mackay) exceeded its targeted operating income. For 2007, each officer’s EICP award is subject to factoring for deviations of actual performance from target in the manner described preceding atAnnual Incentive Compensation. Also in each case, the 2006 stock option awards, discussed as follows and included in the table for Grants of Plan-Based Awards, had the vesting and other terms described preceding atLong-Term Incentives — Stock Options.  Options granted in 20072008 vest

Don T. Scartz. Mr. Scartz served during 20062007 at a salary of $277,400,$287,000, and with the other benefits indicated in the Summary Compensation Table. His 20062007 salary increase was 3.5% abovefrom that in effect for 2005.2006. This increase reflected primarily normal inflationary considerations and did not include unusual elements to adjust to perceived inconsistencies with the compensation of either similar positions at other companies or of our other of our officers. It served to maintain Mr. Scartz’s compensation near the median for CFO’s at comparably sized companies. For 2007,2008, Mr. Scartz’s salary has again, and for similar reasons, been increased by 3.5% to $287,000.

The 20062007 target award under the Executive Annual Incentive Compensation Plan for Mr. Scartz was unchanged from the prior year at 50% of his salary. In addition toThe $154,979 award reflected in the $37,000 awardSummary Compensation Table is based on achievement of approximately 84% of the EICP target,formulas and targets in effect for 2007, as described above with respect to Mr. Scartz received a supplemental incentive award of $20,000 that was granted mid-year subject to the Company’s operating resultsDomorski, with no variations for the balance of the year exceeding the mid-year forecast by not less than $500,000, and an additional award of $53,000 based on his exceptional effort and performance on the three major non-recurring transactions completed during the year (the public offering, the completion of the sale of SatNet, and the negotiation and closing of the sale of EMS Wireless).

For 2007,2008, Mr. Scartz’s EICPEAICP target is again 50% of his base salary. Payment of 100% of the target would occur based on the same targets and weightings as described for 2007 consolidated operating income of $19,332,000 and earnings per share from continuing operations of $1.00, with weightings of 80% and 20%, respectively, in determiningMr. Domorski, except that the effects of variations from target. Thecalculated award determined on this basis would be subject to decrease (without limit), orby up to increase (up to 15%)10% based on the CEO’s evaluation of Mr. Scartz’s individual performance during the year, onincluding performance against individual performance goals as set and evaluated by the CEO.

The number of options to acquire 15,000 shares granted to Mr. Scartz in 20062007, as reflected in the 2007 Grants of Plan-Based Awards table, below, had a Black-Scholes value equal to approximately 52%50% of his 2005 salary, compared with2007 salary. During 2007, the 75% target level prior to reductions in response to new options accounting rules. For 2007,Compensation Committee and Board also provided Mr. Scartz haswith a $100,000 deferred compensation benefit. The amount of this benefit approximates the additional amount that would have been granted options to acquire 15,000 shares, having a Black-Scholes valuation approximating, as a percentageavailable in Mr. Scartz’s account under the Company’s qualified retirement plan but for limitations under IRS regulations on the amount of salary that could be considered in calculating Company contributions for his grant during 2006.

Neilson A. Mackay. During 2007, Dr. Mackay became Vice President—Corporate Development, with a salary of $190,400, and with the other benefits indicated in the Summary Compensation Table. His 2006 salary increase was 10% above that in effect for the last half of 2005, when he became General Counsel. His salary increase was based on his effectiveness in discharging the responsibilities of his new position, and on his salary being well below the median for the general counsel position in comparably sized companies. For 2007, Mr. Reis’s salary has been increased by 5% to $200,000, reflecting the Committee’s desire to continue to move his salary somewhat closer to the median for comparable general counsel positions.

Dr. Mackay also received the other benefits indicated in the Summary Compensation Table. The 2006relocation expenses were offered in connection with Dr. Mackay’s move from Ottawa to Atlanta to assume his new corporate role, and included a direct payment to Dr. Mackay in lieu of the payment of a real estate commission on the sale of his Ottawa residence. The Compensation Committee concluded that relocation assistance was appropriate, necessary and typical in such circumstances, and that the direct payment in lieu of a real estate commission (which the Company would have been obligated to pay had Dr. Mackay sold his home through a realtor) enabled Dr. Mackay to accept a lower offer in a non-brokered sale and to thereby promptly complete his transition to Atlanta.

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The 2007 target award under the Executive Annual Incentive Compensation Plan for Dr. Mackay was 50% of his salary, an increase from 45% in the prior year that was based on the desire to place greater emphasis on performance incentive-based elements of General Manager compensation. In addition, in connection with Dr. Mackay’s mid-year relocation, and in view of his continued role during the year in advising the new SATCOM General Manager, the Company agreed that his EAICP award would continue to be significantly weighted for SATCOM’s performance, and in any event would not be less than what he would have received as General Manager of SATCOM. The SATCOM division substantially exceeded its 2007 operating income target, and Dr. Mackay’s total EAICP award as calculated under the applicable formulas with modest rounding, was $220,000.

For 2008, Dr. Mackay’s target award under the EAICP has been increased to 55% of his base salary, to reflect his increasing responsibilities, including his recent election as Executive Vice President—Strategy. Payment of 85% of his potential award will depend on the Company achieving $22,642,000 in operating income, and payment of 15% will depend on his performance against individual objectives as set and evaluated by the CEO. Also, the final award is subject to decrease by up to 10% based on the CEO’s evaluation of Dr. Mackay’s overall individual performance during the year.

The options for 10,000 shares granted to Dr. Mackay in 2007 had a Black-Scholes value equal to approximately 32% of his salary. For 2008, he has been granted options to acquire 15,000 shares, having a Black-Scholes valuation of approximately 62% of his revised salary. The higher percentage reflects the desire of the Committee and the CEO to place greater relative emphasis on performance-based compensation elements, as well as Dr. Mackay’s increased responsibilities.

James S. Childress. During 2007, Mr. Childress served as the General Manager of the LXE subsidiary at a salary of $242,000, and with the other benefits indicated in the Summary Compensation Table. His 2007 salary increase was 2.5% from that in effect for 2006, reflecting the belief of the Committee and the CEO that the compensation of the divisional general managers should have a greater weighting towards incentive-based elements, as opposed to base salary. For 2008, Mr. Childress’s salary has been increased by 3.3% to $250,000, primarily as a normal inflationary adjustment.

The 2007 target award under the Executive Annual Incentive Compensation Plan for Mr. Childress was 45%50% of his salary. Thesalary, an increase from 45% in the prior year for the reasons discussed with respect to Dr. Mackay. However, the LXE division exceeded its operating income goal by 19%, anddid not reach the 80% threshold for payment of any portion of the 85% of the award based on divisional performance. Mr. Childress’s EAICP award underof $31,000 was based on the EICP formulas was $103,500. In addition,portion of his potential award determined by reference to corporate earnings, and his performance against individual goals as set and evaluated by the Committee believed that as the general manager of the Company’s largest division, and in view of that division’s performance during the year, he should receive an additional discretionary award in the amount of $26,500, in order to better balance his incentive compensation with that being received by other corporate and divisional officers.

For 2007,2008, Mr. Childress’s target award under the EICP has been increased toEAICP is again 50% of his base salary, in order to place greater relative emphasis on this compensation element.salary. Payment of 70% of Mr. Childress’s award will depend on the LXE subsidiary achieving its internal 20072008 operating income target, which is set at a level representing solid growth above its 20062007 performance. While we believe that achievement of this target will require excellent execution of the division’s business plan for the year, we also believe that it is reasonably likely to be achieved. The award determined on this basis is subject to adjustment based on LXE’s performance against a variety of other financial targets specified by the CEO. Payment of a further 15% of Mr. Childress’s target incentive compensation will be based on the Company’s performance against target consolidated operating income of $19,332,000, and target earnings per share of $1.00, but subject to adjustment based on LXE’s overall contributions to corporate performance and development as evaluated by the CEO.$22,642,000. The remaining 15% of Mr. Childress’s award will depend on the achievement of individual performance targets as set and evaluated by the CEO.

The number of options for 10,000 shares granted to Mr. Childress in 20062007 had a Black-Scholes value equal to approximately 32%40% of his 2005 salary, compared with the 50% target level prior to reductions in response to new options accounting rules. In order to establish additional incentive for him to continue service on a long-term basis,salary. For 2008, he was also awarded 10,000 shares of common stock, vesting at the rate of 2,000 shares per year over five years of continued employment.

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Neilson A. Mackay.Gary W. Hebb.  During 2006, Dr. Mackay served asMr. Hebb became a Vice President and the General Manager of the EMS SATCOM division at a salaryduring 2007. He is paid in Canadian dollars, and valued at $285,299the increase in his 2007 salary compensation compared to 2006, as specified in the Summary Compensation Table, reflects both his increased responsibilities and the continued appreciation during the year of the Canadian dollar. For 2008, his salary, as stated in Canadian dollars, has been further increased by approximately 4% to better reflect his new position, and equals approximately US$240,700 based on the average currency exchangeconversion rate during January 2008.

Mr. Hebb’s 2007 award under the EAICP, as calculated based on SATCOM performance and with a target award of 40% of his salary, was $118,600 based on average conversion rates during the year. He also receivedBecause the other benefits indicated informulas for this award give no credit for divisional performance above 125% of target, but SATCOM actually achieved 160% of its target, the SummaryCEO and Compensation Table. His 2006 salary increase was 3.5% aboveCommittee believed that in effect for 2005, as expressed in Canadian dollars (but 10% as converted into US dollars based on the respective average currency exchange rates for each year). This increase reflected primarily normal inflationary considerations, but in viewMr. Hebb should receive an additional amount to recognize superior performance, and awarded a discretionary bonus of the continued growth and strong financial performance of EMS SATCOM, would have been somewhat higher had the continued strength of the Canadian dollar not caused his compensation, as stated in US dollars, to become relatively high compared to other divisional general managers, both internally and at other companies. $21,600.

For 2007, Dr. Mackay’s salary has been increased by just over 2.5% to Cdn$335,000, or approximately $288,000 at the currency exchange rate in effect at the beginning of 2007, reflecting the same considerations as apply to2008, Mr. Childress.

In 2007, Mr. Childress, but subject to adjustment based on SATCOM’s overall contributions to corporate performance and development as evaluated by the CEO. The remaining 15% of Dr. Mackay’s award will depend on the achievement of individual performance targets as set and evaluated by the CEO.

Executive Share Ownership Guidelines.The Company encourages its officers to accumulate significant holdings of the Company’s common stock. To assist this process, the Company provides officers with options, as well as a Company-subsidized stock purchase plan that is open to all employees. The CEO periodically reviews and discusses stock ownership with each officer.

The Compensation Committee of our Board has provided the following Report for inclusion in this Proxy Statement:

The Compensation Committee of the Board of Directors has reviewed the foregoing Compensation Discussion and Analysis, as prepared by the Company’s management, and has discussed its content with management as we believed appropriate. Based on our review and these discussions, the Committee has recommended to the Board that the foregoing Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company’s Annual Report onForm 10-K for the year ended December 31, 2006.

The following table discloses, for the yearyears ended December 31, 2007 and 2006, the cash compensation paid by the Company and its subsidiaries, as well as certain other compensation paid, accrued or granted for that year,those years, to the Chief Executive Officers,Officer, to the Chief Financial Officer, and to each of the other three most highly compensated executive officers. Descriptions of the principal compensation elements reflected in this table, and of the processes through which each officer’s payments or benefits were determined, appear in the preceding Compensation Discussion and Analysis.

The following chart sets forth certain information with respect to the named executives concerning 20062007 grants of plan-based awards from the Executive Annual Incentive Compensation Plan and the Company’s 1997 Stock Incentive Plan.Plans. Descriptions of these Plans and other information concerning these grants are included in the Compensation Discussion and Analysis:

The following chart sets forth certain information with respect to the named executives concerning the equity awards outstanding as of December 31, 2006: