Performance CashAward Notice

EX-10.11 10 d708045dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

Exhibit A

Performance Cash Award Notice

 

A. Participant:   

 

B. Grant Date:    February 19, 2014
C. Performance Period:    1/1/2014 through 12/31/2016
D. Aggregate Target Award Value:   

 

E. Performance Measure(s):   

 

  1. Relative Total Stockholder Return: This measure will be assessed based on the percentile positioning of L-3’s TSR as compared to the TSRs of the Peer Companies, calculated using the Percentrank formula in Microsoft Excel on a basis that excludes L-3’s TSR from the Percentrank data array.

“TSR” means, with respect to any company, the value calculated by dividing (i) the average of the Company’s per share closing prices during the one-month period ending on the last day of the Performance Period, by (ii) the average of the Company’s per share closing prices during the one-month period ending on the date immediately prior to the first day of the Performance Period, and then subtracting one (1); provided, that all closing prices shall be adjusted to reflect (a) the cumulative effect of the reinvestment of dividends as of their respective ex-dividend dates, beginning with the first ex-dividend date that is on or after the first day of the one-month period referred to in clause (ii) above; and (b) any equity restructuring, as defined in Statement of Financial Accounting Standards 123R, which affects the company’s shares and which is not otherwise accounted for under clause (a) above.

“Peer Companies” means the companies listed on Appendix 1 hereto; provided, that in the event of a merger, acquisition or business combination transaction to which a Peer Company is a party, if the stockholders of the Peer Company immediately prior to the event shall, collectively as a group, have beneficial ownership of less than 50 percent of the outstanding voting securities of the surviving or resulting entity immediately after the event, then such Peer Company shall not be considered a Peer Company for any purpose (including during any time period prior to such transaction).

Portion of Aggregate Target Award Value for this Performance Measure: 100%


Performance Scale:

 

Performance Levels

   Relative TSR      Award
Multiplier
 

Maximum

     > 74th percentile         200
     63rd percentile         150

Target

     50th percentile         100

Threshold

     40th percentile         50

Below Threshold

     < 40th percentile         0

In the event that the level of actual performance exceeds the Threshold and falls between two of the stated performance levels listed above, the Award Multiplier will be calculated on a straight-line basis between the two stated Award Multipliers for those performance levels.


Appendix 1

The companies included for the Relative Total Stockholder Return assessment are those listed below.

 

   

Company

  

Ticker

1.   ALLIANT TECHSYSTEMS INC    ATK
2.   BAE SYSTEMS PLC (ADR)    BAESY
3.   CACI INTERNATIONAL INC    CACI
4.   EXELIS INC    XLS
5.   GENERAL DYNAMICS CORP    GD
6.   HARRIS CORP    HRS
7.   HUNTINGTON INGALLS INDUSTRIES INC    HII
8.   LEIDOS HOLDINGS INC    LDOS
9.   LOCKHEED MARTIN CORP    LMT
10.   MANTECH INTERNATIONAL CORP    MANT
11.   NORTHROP GRUMMAN CORP    NOC
12.   RAYTHEON CO    RTN
13.   ROCKWELL COLLINS INC    COL
14.   TEXTRON INC    TXT
15.   URS CORP    URS