Retirement Agreement and General Release between L3 Technologies, Inc. and Mark R. Von Schwarz

Subject to Paragraph 6, below, Executive’s employment with L3 shall continue through, and terminate as of April 2, 2019 (the “Retirement Date”), as follows:

Effective as of August 2, 2018 (the “Resignation Date”), Executive hereby resigns as Senior Vice President and President of Aerospace Systems Segment and from all other officer and director positions with L3 and its affiliates, but shall remain employed by L3 in a non-executive capacity continuing until the Retirement Date.

Between the Resignation Date and December 31, 2018 (the “Transition Period”), Executive shall perform such duties as may be requested by L3’s Chief Executive Officer and President (the “CEO”) to facilitate the orderly transition of Executive’s services.  Executive shall vacate his current office as of the Resignation Date, and shall perform his duties during the Transition Period from his home, unless the CEO requests that Executive work elsewhere.

During the period commencing upon the end of the Transition Period and ending on the Retirement Date (such period, the “Special Projects Period”), Executive shall provide such services related to special projects as the CEO may request from time to time.  Executive shall not be provided with office space from L3 and shall not have access to L3’s computer network or email during the Special Projects Period and Executive shall continue to perform any required services during such period from his home, in each case except as directed by the CEO.

During the Transition Period and the Special Projects Period, Executive shall not, with respect to third parties, act on behalf of or otherwise represent L3 except as specifically directed by the CEO, and Executive shall not, other than with the prior written approval of the CEO,  hire any employees or consultants on behalf of L3 or spend or commit to spend any amounts on behalf of L3.

Upon the conclusion of the Special Projects Period, Executive shall retire from employment with L3 and from all other positions with L3 and its affiliates, effective as of the Retirement Date.

Executive shall use, not later than December 31, 2018, all vacation that has accrued by that date, and shall not accrue any vacation thereafter.

On the Retirement Date (or on such earlier date as may be required pursuant to the terms of the applicable employee benefit plan), Executive’s participation in L3 benefit plans (including, without limitation, L3’s regular and supplemental pension plans, regular and supplemental savings plans, deferred compensation plans, Management Incentive Bonus (“MIB”) and short and long-term cash incentive plans) shall cease, subject to any post-termination benefit rights that Executive may have under such plans and in accordance with their terms.  For the avoidance of doubt, Executive shall continue to accrue pension benefits under L3’s regular and supplemental pension plans through the Retirement Date, although the timing of any payments made to Executive under any nonqualified pension or deferred compensation plans shall be determined in accordance with Section 7 hereof.  In addition, Executive’s participation in L3 health, disability and life insurance benefit plans shall cease as of the Retirement Date, subject to any post-termination benefit rights that may exist under such plans and in accordance with their terms. Executive will receive, under separate cover, information regarding Executive’s entitlement to benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).

Upon the end of the Transition Period, or on an earlier or later date if so directed by L3, Executive shall return to L3 all of its property, equipment, credit cards, electronic devices, employee badges, documents and records, including materials generated or collected by Executive during the course of Executive’s employment and including Confidential Information (as defined in Paragraph 9, below), all of which are the property of L3.

Executive agrees to execute General Releases in the forms attached hereto as Exhibits A and B which shall release L3 (including any successors and assigns, subsidiaries, affiliates, related entities,  and their respective officers, directors, stockholders, employees, benefit plan administrators and trustees,  attorneys, insurers, representatives, affiliates, collectively, the “Released Parties”) from any and all claims as set forth therein.

Retirement Benefits.  In consideration for Executive’s execution and non-revocation of the General Release attached hereto as Exhibit A, and Executive’s other duties and obligations set forth in this Agreement, and subject to the approval of L3’s Compensation Committee, L3 agrees to the following:

L3 agrees to continue Executive’s employment through the Transition Period ending December 31, 2018, under the terms set forth herein, and L3 will not separate Executive from employment prior to the end of such period other than for “Cause” as defined in the agreement governing the restricted stock units issued to Executive on February 20, 2018 or due to Executive’s breach of the terms of this Agreement.  During the Transition Period L3 will pay Executive a base salary at the rate of $265,000 per annum, less applicable withholdings and deductions.

L3 agrees to continue Executive’s employment during the period from January 1, 2019 through the end of the Special Projects Period and will not separate Executive from employment prior to the Retirement Date other than for Cause or due to Executive’s breach of this Agreement.  During the Special Projects Period L3 will pay Executive a base salary at the rate of $106,000 per annum (prorated for partial periods, less applicable withholdings and deductions).

Section 409A.  All payments to Executive that are described in this Agreement are subject to applicable withholding taxes.  In addition, each payment shall be designated as a “separate payment” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and will be made subject to compliance with Section 409A.  Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s “separation from service” within the meaning of Section 409A of the Code (which, for the avoidance of doubt, is expected to occur upon the end of the Transition Period) Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between Executive and L3 or any of its affiliates as a result of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then L3 will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Paragraph 7 shall be paid to Executive in a lump sum, and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax.  Additionally, nothing under this Agreement shall be deemed to change the scheduled payment date(s) of any deferred compensation subject to Section 409A of the Code to the extent that such a change in payment date would be impermissible under Section 409A of the Code.

No Claims Filed. With the exception of any of claims, complaints or communications described in Paragraph 9.d. of this Agreement,  Executive represents that Executive has not instituted any action,  charge, arbitration or any similar proceeding against L3 or the Released Parties based upon any conduct up to and including the date of this Agreement, except as otherwise disclosed to L3 at or prior to the date hereof.

As a result of the position which Executive occupied, and the confidence placed in Executive, Executive was entrusted with and had access to Confidential Information (defined below), in order for Executive to carry out Executive’s responsibilities.  Executive acknowledges that any Confidential Information of L3 derives independent value from not being readily known to or ascertainable by proper means by others who may obtain value from its disclosure or use.  Executive agrees that Confidential Information is the sole property of L3 and Executive agrees that Executive will not use or disclose Confidential Information or share, communicate or provide access to any Confidential Information to any other person, except as provided in Paragraph 9.d. below.  Except as otherwise may be permitted herein, Executive further agrees that any such use or disclosure will constitute a misappropriation of Confidential Information of L3 and a violation of this Agreement.

“Confidential Information” means any non-public, confidential or personal information or materials in any media (including oral, written, electronic or digital) relating to L3 and its directors, officers, affiliates, or employees, or relating to L3 or its affiliates’ past, current or future businesses, activities, finances, personnel, transactions, assets, legal matters and matters related to L3’s ethics program (including without limitation complaints, investigations, reports and responses).  Confidential Information includes, but is not limited to, any trade secrets, formulas, devices, inventions, methods, techniques or processes, compilations of information, records and specifications that are owned or licensed by L3 and used in the operation of L3’s business and any other information of L3 relating to its services and products (offered or to be offered), research, development, marketing, pricing, clients and prospective clients, business methods, strategies, business or marketing plans, financial data, profit plans, know-how, minutes of meetings, notes, instructions, correspondence, personnel information and capabilities, policies or prospects.  Confidential Information does not include any information that is or becomes generally known to the public or industry, other than due to the fault of Executive.

Confidential Information also includes any legally privileged information of L3, including without limitation attorney work product, attorney-client communications and legal strategies.

Notwithstanding anything to the contrary herein or in any L3 compliance policy, nothing shall prohibit Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosure relating thereto to any such Governmental Entity, that are protected under the whistleblower provisions of any such law or regulation provided that in each case (i) such communications and disclosures are consistent with applicable law and made in good faith and (ii) the information subject to such disclosure was not obtained by Executive through a communication that was subject to the attorney-client privilege, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise.  Moreover, Executive does not need the prior authorization of (or to give prior notice to) L3 regarding any such communication or disclosure.  With respect to any such matters that arise out of the alleged violation of  employment discrimination or other employment laws, Executive agrees that Executive shall not seek or accept any award, damages, equitable relief, recovery or settlement  from any source or proceeding pertaining to Executive’s  employment with L3, Executive’s retirement from employment with L3, or otherwise.

Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

Notwithstanding the foregoing, L3 intends to fully preserve the attorney-client privilege, work product protection and any other privilege or similar protection belonging to L3, and nothing contained in this Agreement shall be construed as a waiver by L3 of its attorney-client privilege or work product protection or any other privilege or protection belonging to L3.  Executive understands and acknowledges Executive’s continuing obligation to maintain such privilege, subject to applicable law.

Agreement Confidentiality.  Subject to Paragraph 9.d. above, neither Executive nor any of Executive’s representatives, including but not limited to, any counsel advising or representing Executive, shall publicize or disclose any information relating to Executive’s employment with L3 or Executive’s retirement from employment with L3, or the terms of or amounts of payments made pursuant to this Agreement or related discussions (including, without limitation, the nature or terms of Executive’s continued employment during the Special Projects Period), to any person or entity, other than Executive’s spouse, counsel or accountant, or other advisors who may not disclose or publicize such information.  The restrictions set forth in this Paragraph 10 related to disclosure of the terms of this Agreement shall cease to apply following the date upon which L3 publicly files this Agreement.

Non-Disparagement.  Subject to Paragraph 9.d. above, Executive agrees that Executive will not, directly or indirectly, communicate with any person or entity, including, without limitation, any of L3's creditors, customers, suppliers, officers, licensees, business partners or employees, or any member of the press or other media, about any aspect of the business, prospects, operations, or financial condition of L3 or the Released Parties, nor publish or make any statements critical of L3 or the Released Parties, in each case, which may in any way, directly or indirectly, adversely affect or otherwise interfere with or malign the business or reputation of L3 or the Released Parties.

Non-Solicitation of Employees.  Executive agrees that from the date hereof and continuing for one year following the Retirement Date, Executive shall not, without the prior written consent of the CEO, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, on Executive’s own behalf or on behalf of any person, firm or company, solicit or offer employment to any person who is or has been employed by L3 at any time during the one-year period immediately preceding such solicitation.

Non-Solicitation of Customers or Clients.  Executive shall not, without the prior written consent of the CEO, directly or indirectly, for one year after the Retirement Date:

solicit orders for any products or services offered by L3 during the two-year period prior to the Retirement Date from any customers or clients of L3 with whom Executive or employees reporting to Executive dealt or obtained Confidential Information about during the two-year period prior to the Retirement Date; or

induce or attempt to induce any customer or client of L3 with whom Executive or employees reporting to Executive dealt or obtained Confidential Information about during the two-year period prior to the Retirement Date to terminate or otherwise adversely affect such customer’s or client’s relationship with L3.

Non-Competition.  Executive shall not, without the prior written consent of the CEO, directly or indirectly and in any capacity, for the period of one year after the Retirement Date, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, any business or enterprise which (i) involves the use of Confidential Information pertaining to L3, (ii) is a competitor of L3 (as determined based on any business operations of L3 which exist or are planned as of the date of this Agreement), or (iii) is owned or operated by a competitor of L3, directly or through an affiliated or subsidiary organization.  This Paragraph is not intended to prohibit the ownership by Executive of not more than 5 percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities and Exchange Act of 1934, provided that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business, other than exercising rights as a shareholder, or seeks to do any of the foregoing.

Executive Breach.  Executive agrees that in the event Executive breaches any of Executive’s obligations under Paragraphs 9, 10, 11, 12, 13 or 14 of this Agreement, L3 shall have no further obligation to provide any outstanding payments or benefits pursuant to Paragraph 6, above, and shall be entitled to recover all amounts paid pursuant to Paragraph 6 and to obtain all other remedies (including but not limited to injunctive relief) provided by law or equity; provided, however, that Executive’s obligations under the Agreement shall remain in full force and effect.

Jurisdiction.  Executive agrees that if Executive violates this Agreement and particularly the provisions of Paragraphs 9, 10, 11, 12, 13 or 14, L3 will suffer irreparable harm.  Executive therefore agrees that in the event of any action arising under or related to this Agreement, including but not limited to enforcement of this Agreement by means of a temporary injunction and/or other appropriate equitable relief, Executive consents to the jurisdiction of any state or federal court sitting in New York, New York and Executive waives, and agrees not to assert, as a defense in any such action or proceeding, that Executive was not subject thereto or that venue is improper for lack of residence, inconvenient forum or otherwise inappropriate. Executive agrees that service of process may be made upon Executive by certified mail at Executive’s address last known to L3.  Executive further agrees that, in the event the court grants temporary or permanent injunctive or legal relief in favor of L3, Executive will also be liable for all costs incurred in connection therewith, including L3’s reasonable attorney’s fees. The Parties waive their right to a jury trial in all proceedings arising under this Agreement.

Reasonable Assistance.  Executive agrees to cooperate with L3 in assisting with the transition of business matters of L3, including ongoing or completed transactions, which Executive was involved in or had obtained knowledge of as an employee of L3.  Executive further agrees to cooperate with any internal L3 investigations or investigations by any law enforcement or Governmental Entity and in any litigation arising from or related to Executive’s former employment at L3.  Such cooperation shall include attending meetings as reasonably needed with company or government officials, and if involved in litigation or other proceedings, trial and deposition or other appearances, and providing truthful testimony.   L3 shall reimburse Executive for any reasonably out-of-pocket expenses incurred in connection with such cooperation, subject to the terms of L3’s standard expense reimbursement policies.

No Further Obligations.  Executive understands and agrees that L3’s obligations set forth in this Agreement, which Executive is not otherwise entitled to, are in lieu of any and all other amounts to which Executive might be, is now, or may become entitled to receive from L3 or any Released Parties upon any claim whatsoever and, without limiting the generality of the foregoing, Executive expressly waives any claim to employment or reinstatement to employment, payment for salary, wages, back pay, front pay, interest, bonuses (whether pursuant to L3’s MIB bonus plan or otherwise), contributions to or vesting in any employee benefit plans, profit sharing and/or equity generally, damages, accrued vacation, accrued sick leave, medical benefits, life insurance benefits, overtime, severance pay and attorneys’ fees or costs, except for those expressly provided for in this Agreement and except for post-employment rights, if any, that Executive may be entitled to under any of L3’s insurance policies or benefit plans and in accordance with their terms.

References.  Following the Retirement Date, L3 agrees that, upon an inquiry from a prospective employer for Executive, it will provide a reference of employment regarding Executive which shall include the dates of Executive’s employment with L3 and Executive’s last position held.

ADEA Release.  Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act (“ADEA”) and that this waiver and release is knowing and voluntary.  Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive is already entitled.  Executive further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior to executing this Agreement; (ii) Executive has up to twenty-one (21) days from the date hereof to consider this Agreement and the General Release attached as Exhibit A (the “Exhibit A Release”), and Executive will have the twenty-one (21) day period ending on January 1, 2019 within which to consider the General Release attached as Exhibit B (the “Exhibit B Release”), although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and the Exhibit A Release to revoke the Agreement and the Exhibit A Release, and Executive has seven (7) days following Executive’s execution of the Exhibit B Release to revoke the Exhibit B Release (each such period, a “Revocation Period”); (iv) this Agreement, and the ADEA waiver pursuant to the Exhibit A Release, shall not be effective until the Revocation Period with respect to the Exhibit A Release has expired; (v) L3’s obligations under Paragraphs 6.d. through 6.e. of this Agreement, and the ADEA waiver pursuant to the Exhibit B Release, shall not be effective until the Revocation Period with respect to the Exhibit B Release has expired; and (vi) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.  Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21-day consideration period provided in this paragraph.  Executive acknowledges that if Executive has not returned the signed Agreement and the applicable signed General Release within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive also recognizes that revocation of this Agreement and/or either General Release must be in writing and must be delivered to L3’s Senior Vice President and Chief Human Resources Officer (the “CHRO”), by certified mail or courier service (signature of receipt required).

Effective Date.  This Agreement shall not become effective until the eighth (8th) day following the date on which Executive signs this Agreement and the Exhibit A Release (the “Effective Date”), provided Executive has not revoked the Agreement and Exhibit A Release, and Executive acknowledges that no payments or benefits shall be due, owing or paid by or on behalf of L3 unless and until this Agreement and the Exhibit A Release become effective.

Miscellaneous.  L3 represents that the officer signing this Agreement has the authority to bind each of the entities on whose behalf Executive is signing to the provisions of this Agreement.  This Agreement shall be binding upon and inure to the benefit of L3’s successors and assigns, including any merged or successor entities.  By entering into this Agreement, neither L3 nor Executive admits, and specifically denies, any liability, wrongdoing or violation of any law, statute, regulation or policy, and it is expressly understood and agreed that this Agreement is being entered into solely for the purpose of amicably resolving all matters in controversy of any kind whatsoever concerning Executive’s employment and retirement from that employment.

Complete Agreement.  Executive acknowledges that, except as expressly set forth herein, this Agreement constitutes the entire agreement between Executive and L3 concerning Executive’s employment and Executive’s retirement, and supersedes all prior and contemporaneous oral and written agreements, understandings and representations, including any oral promises made by anyone at L3.  This Agreement may not be modified or changed except by written instrument executed by both Parties.

Choice of Law; Severability.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of law principles.  If any provision in this Agreement is held by a court of competent authority to be invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.  In the event that any provision of this Agreement is found by a court of competent authority to be more restrictive than permitted by applicable law, such provision shall be limited to the extent permitted by law.