ANNEX B
L3 TECHNOLOGIES, INC.
AMENDED AND RESTATED 2012 CASH INCENTIVE PLAN
(As amended through February 21, 2017)
1. Purpose of the Plan
The purpose of the Plan is to enable the Company and its Subsidiaries to attract, retain, motivate and reward executive officers and key employees by providing them with the opportunity to earn competitive compensation directly linked to the Companys performance or otherwise.
2. Definitions
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a)
Affiliate
shall mean, with respect to any entity, any entity directly or indirectly controlling, controlled by, or under common control with, such entity.
(b)
Board
shall mean the Board of Directors of the Company.
(c)
Cause
shall mean the Participants (1) intentional failure to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of duties, (3) engaging in a transaction in connection with the performance of duties to the Company or its Subsidiaries which transaction is adverse to the interests of the Company and is engaged in for personal profit or (4) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses).
(d)
Change in Control
shall have the meaning assigned to such term under the Companys Equity Plan.
(e)
Code
shall mean the Internal Revenue Code of 1986, as amended, or any successor thereto, and the regulations and guidance promulgated thereunder.
(f)
Committee
shall mean the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board consisting solely of at least two individuals who are intended to qualify as outside directors within the meaning of Section 162(m) of the Code, to which the Board has delegated power to act under or pursuant to the provisions of the Plan.
(g)
Company
shall mean L3 Technologies, Inc., a Delaware corporation.
(h)
Covered Employee
shall have the meaning set forth in Section 162(m) of the Code.
(i)
Disability
or
Disabled
shall mean, unless otherwise agreed by the Company (or any of its Subsidiaries) in a written agreement or employment letter with such Participant, that the Participant, as a result of incapacity due to physical or mental illness, becomes eligible for benefits under the long-term disability plan or policy of the Company or a Subsidiary in which the Participant is eligible to participate. The Disability determination shall be in the sole discretion of the Committee.
(j)
Equity Plan
shall mean the Companys Amended and Restated 2008 Long Term Performance Plan, as amended, or any successor plan thereto.
(k)
First Quarter
shall mean the period of calendar days during a given Performance Period that is equal to the lesser of (i) 25% of the full number of calendar days falling within such Performance Period or (ii) 90 days.
(l)
Participant
shall mean each officer of the Company and other key employee of the Company or any of its Subsidiaries whom the Committee designates as a participant under the Plan.
(m)
Performance Period
shall mean each fiscal year of the Company or such shorter or longer period, as determined by the Committee.
(n)
Plan
shall mean this L3 Technologies, Inc. Amended and Restated 2012 Cash Incentive Plan, as set forth herein and as may be amended and in effect from time to time.