LCC International, Inc. Board Appointment and Compensation Agreement with Richard J. Lombardi

Summary

LCC International, Inc. invites Richard J. Lombardi to join its Board of Directors as an outside director, chair the Audit Committee, and serve on the Nominating and Corporate Governance Committees. The appointment is interim, lasting until the next Annual Shareholders' Meeting in May 2006. Lombardi will receive annual retainers, meeting fees, stock options, and reimbursement of expenses. He will also be covered by indemnification and D&O insurance. The agreement requires compliance with SEC and NASDAQ rules and company policies. Acceptance is confirmed by Lombardi's signature on the letter.

EX-10.1 2 a4973215ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 September 14, 2005 Richard J. Lombardi 4615 N. Park Avenue, Apt. 1720 Chevy Chase, MD 20815 Dear Dick: On behalf of LCC International, Inc. (the "Company"), I am pleased to formally invite you to join our Board of Directors. We expect you will serve a vital role as one of the Company's "outside" directors. In particular, we expect that you will Chair the Board's Audit Committee and also serve on the Board's Nominating and Corporate Governance Committees. I intend to submit your candidacy to the Board for approval promptly after receiving your acceptance of this invitation to join the Board. This will be an interim appointment, filling a current vacancy, commencing on the date the Board approves your election and continuing until the Company's next Annual Shareholders' Meeting in May 2006. The Company's Directors are elected for one-year term(s) at each Annual Shareholders' Meeting. Historically, the Board holds four regular meetings each year and one Annual Meeting immediately following the Annual Shareholders' Meeting. The Annual Meeting is normally held during the third week of May, and the regular meetings are normally scheduled in the third or fourth week following the close of each fiscal quarter. The Board also holds special meetings as needed during the year to consider matters that demand more immediate attention given the needs of the business. In consideration of your services, we are offering you the following compensation package: o An annual retainer of $30,000 paid in four equal quarterly installments, in arrears, at each regular meeting of the Board. o An annual retainer of $2,000 for each Committee that you serve on with an additional $3,000 in the event you serve as Chair of the Committee. Page 2 Lombardi Letter September 14, 2005 o A fee of $1,000 for each Board and Audit Committee meeting that you attend and $500 for each Nominating and Corporate Governance meeting that you attend, together with reimbursement of all reasonable out-of-pocket expenses you incur in connection with your service. You are also eligible to receive options to purchase shares of the Company's Class "A" Common Stock under the Company's Amended and Restated Equity Incentive Plan (the "Plan"). Directors of the Company are eligible to receive an annual grant at each Annual Board Meeting of options to purchase 10,000 shares, and a grant upon joining the Board equal to a pro rata portion of 10,000 based on the portion of a year passed since the last Annual Board Meeting. Assuming you accept on or before September 15th, and given that the last Annual Meeting occurred on May 25, 2005, this amounts to an initial grant of 7,100 shares. The options are granted at the fair market value of the Company's Class "A" Common Stock on the date of grant (i.e., the date approved by the Board), which is defined as the closing price reported on NASDAQ on the date prior to the date of grant. The options normally have a three-year vesting schedule with one third vesting on each anniversary of the date of grant. Once vested, the options remain valid for a term of ten years. The options are subject to the terms and conditions of the Plan and the form of Non-Qualified Stock Option Agreement adopted by the Board for grants under the Plan. You will also be entitled to indemnification from the Company for certain claims that you may be subject to in connection with your service to the Company. You will be provided an indemnification agreement in the form adopted by the Board for its members. The Company maintains standard D&O Liability coverage that provides coverage for certain risks under the terms of the policy. You will be subject to the normal SEC and NASDAQ rules applicable to directors of public companies including restrictions on your ability to execute transactions involving Company securities and certain disclosure obligations with respect to your trading activities. The Company has adopted certain policies applicable to its officers and directors, including trading windows and pre-clearance procedures, which will assist in your compliance with these requirements. I have also enclosed a Questionnaire for Directors and Executive Officers, which I would greatly appreciate you completing and returning to LCC's Assistant General Counsel, Statton Hammock, at your earliest possible convenience. The D&O Questionnaire ensures that the Company has certain information regarding its directors and officers necessary for periodic SEC reporting purposes. Page 3 Lombardi Letter September 14, 2005 Again, we are very pleased to offer you this position and look forward to a long and mutually beneficial relationship. If you wish to accept this offer, please sign this letter in the space provided below and return one fully executed copy to me. If you have any questions, please feel free to call me. Best regards, Julie A. Dobson Chairperson LCC International, Inc. Board of Directors ACCEPTED AND AGREED As of the 14th day of September 2005 /s/ Richard J. Lombardi Richard J. Lombardi