Performance Cash Award Notice
Exhibit 10.3
Exhibit A
Performance Cash Award Notice
| A. Participant: |
| |
| B. Grant Date: | February 22, 2012 | |
| C. Performance Period: | 1/1/2012 through 12/31/2014 | |
| D. Aggregate Target Award Value: |
| |
| E. Performance Measures: | ||
| 1. | Relative Total Stockholder Return: L-3’s TSR compared to the returns of a comparison group of companies (see Appendix 1). “TSR” means, with respect to a particular company for particular time period, (a) the change in the per-share market price of the company’s common stock (as quoted in the principal market on which it is traded as of the beginning and ending of the period) plus dividends and other distributions paid per share during such period, divided by (b) the per-share market price of the company’s common stock as quoted as of the beginning of such period, all of which is adjusted for any changes in company’s equity structure, including but not limited to stock splits and stock dividends. This measure will be assessed by determining L-3’s relative percentile positioning on TSR versus companies included in the comparison group. |
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. | LOCKHEED MARTIN CORP | LMT | ||
| 9. | MANTECH INTERNATIONAL CORP | MANT | ||
| 10. | NORTHROP GRUMMAN CORP | NOC | ||
| 11. | RAYTHEON CO | RTN | ||
| 12. | ROCKWELL COLLINS INC | COL | ||
| 13. | SAIC | SAI | ||
| 14. | TEXTRON INC | TXT | ||
| 15. | URS CORP | URS | ||
