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Commission File #0-6072

(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, Including Area Code: (770) 263-9200

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 par value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or amendment to this Form 10-K: [X]

The aggregate market value of voting stock held by persons other than directors or executive officers on March 23, 2001 was $ 137.7 million, based on a closing price of $ 15.88 per share. The basis of this calculation does not constitute a determination by the registrant that all of its directors and executive officers are affiliates as defined in Rule 405.

As of March 23, 2001, the number of shares of the registrant's common stock outstanding was 8,816,936 shares.

Certain information contained in the Company's 2000 Annual Report to Shareholders and definitive proxy statement for the 2001 Annual Meeting of Shareholders of the registrant is incorporated herein by reference in Parts II, III and IV of this Annual Report on Form 10-K.

EMS Technologies, Inc. (the "Company") designs, manufactures and markets products that are important in many kinds of wireless communications. The Company focuses on the needs of the mobile information user, with an increasing emphasis on broadband applications for high-data-rate, high-capacity wireless communications.

The Company is organized around two reportable business segments: Space and Technology, and Wireless Products. Each segment is separately managed and comprises products and services that share distinct operating characteristics. However, the Company believes that one of its competitive strengths is the technological and marketing synergy that occurs between the segments, as well as between the Company's various product lines. The Company believes that this synergy creates a path for highly advanced technologies to migrate to products for broader markets.

1. Space and Technology

2. Wireless Products

The discussion of the Company's business set forth in this Item 1 is qualified by the materials appearing below under the heading "RISK FACTORS AND FORWARD-LOOKING STATEMENTS."

In its Space and Technology segment, the Company has developed strong expertise in components and subsystems. In the mid-1970's, the Company pioneered the use of electronic beam-forming networks ("BFNs"). A BFN allows a satellite to electronically adjust its antenna pattern in orbit. BFN technology was originally used by defense communications satellites to combat interference from the ground, but it has become important in a wide range of modern communications satellites. The Company's heritage in BFN technology has led to the development of "spot-beam" technology that allows commercial satellites to cover specific areas on the earth's surface; when coupled with the use of high frequencies such as the Ka band, this spot-beam technology allows for high-data-rate communications and very high capacity. The Company also produced the first all-electronic switch matrix to provide flexible interconnectivity between uplink and downlink channels in a commercial communications satellite.

In 1999, the Company added expertise in space systems, payload integration and ground terminal technologies by acquiring the Space Systems and Products Division of Spar Aerospace Limited, based in Montreal. This division has long been one of the leading competitors in the Canadian and international space industries. It has produced payloads and full antenna systems for major communications and remote sensing satellites, as well as robotics for NASA's Space Shuttle.

In the Wireless Products segment, there are three main product lines: (1) wireless networks, (2) wireless infrastructure products, and (3) SATCOM products. In the first of these, the Company has developed wireless local-area computer networks that provide mobility and real-time data communications. These products enhance productivity of mobile workers and improve accuracy of transaction processing operations. The principal market is for material management functions in warehouses and distribution centers (the "logistics" market). Another important market relates to automation of patient care records in the healthcare environment (the "healthcare" market). More recently, the Company has applied its technologies in route-accounting and transportation (the "transportation" market), in which mobile computers are used by delivery and trucking personnel to track sales and inventory.

The Company's fastest growing wireless product line over the past four years has been a line of cellular/PCS base station antennas ("wireless infrastructure"). The leading product in this line (marketed under the "DualPol" trademark) employs polarization-diversity technology. These antennas allow cell-site tower structures that are much simpler and less obtrusive than conventional antenna towers. In addition, these antennas offer superior coverage and resistance to signal-fading, as compared with networks with conventional vertical polarization antennas. The Company also offers a full line of lower-priced, conventional antennas for both cellular and PCS networks. These products, along with a family of accessory products, are marketed to service providers and to original equipment manufacturers ("OEMs") domestically and internationally.

The Company has also established an industry-leading position in the market for mobile SATCOM (satellite communications) antennas and terminals. Initially these products were developed for international search and rescue, in which satellite technology helps locate downed aircraft or oceangoing ships in distress. The most successful component of the Company's SATCOM product lines was developed for advanced communications by corporate jets. In these aeronautical applications, the Company's antennas are mounted atop the jet's stabilizer and automatically change position to remain pointed at a communications satellite during flight; these systems provide voice, data and video communications via satellite. The Company has recently begun introducing other SATCOM products, including an airborne antenna system to deliver multi-channel video to commercial aircraft, a packet-data terminal to provide messaging/tracking services to over-the-road trucks, and an antenna for satellite-based monitoring of locomotives.

In the U.S., satellite technology was historically funded by the military for defense applications. Commercial use was cost-effective only for specialized high-capacity applications in the telecommunications and broadcast industries. However, satellite-based voice and data networks are increasingly being used for a variety of lower-cost, high-volume commercial applications as a result of improvements in satellite technology. New commercial applications include mobile telephony and data communications.

Satellites provide a number of advantages over terrestrial facilities for many high-speed communications service applications:

(1) Satellites enable high-speed communications service where a terrestrial alternative is not available or is not adequate.

(2) Unlike the cost of terrestrial networks, the cost to provide services by satellite does not increase with the distance between sending and receiving stations.

(3) Finally, in contrast to the installation of fiber optic cable, satellite networks can be rapidly and cost-effectively deployed.

Demand for commercial satellites will be determined by several factors, including:

(1) growth in demand for new satellite-based applications, such as mobile communications or data services,

(2) growth in business networking,

(3) growth in direct-to-home television and related voice, video and data systems,

(4) development of new satellite-based communications architectures to provide basic telephone and television services in developing regions of the world, and

(5) replenishment of orbiting satellite constellations nearing the end of their useful lives.

Several large-scale telecommunications projects are in various stages of development and implementation. They are contributing to the projected demand for commercial satellites. Satellite size and weight have a direct effect on launch cost and capacity. As a result, for these new systems to be commercially viable, the satellite designs must use systems and components that are lighter, smaller, and more highly integrated than in the past.

Proposed system architecture is also affecting the design of ground-based terminals for future satellite networks. New proposed systems will operate at high frequencies. Several systems will be based on a constellation of satellites, each with its own complicated antenna system, to produce coverage patterns on the earth that are similar to cellular telephone systems. Because of the high frequencies and small cells used by these new systems, the ground terminals will be much smaller and more affordable than their lower-frequency predecessors, and will require smaller antennas with lower transmitter power. Ground terminals for LEO (low earth orbiting) systems will also need to include low-cost scanning antennas to track the satellites as they move overhead, handing-off from one satellite to the next as the constellation progresses.

The Company designs and manufactures innovative satellite communications products. These products include satellite systems, subsystems and components that address the need for reliable, high-speed communications systems. The Company believes that the next generation of commercial communications satellites will be able to utilize technologies, such as multiple spot-beam antennas, highly integrated on-board switching, and advanced hub-and-terminal equipment, in which the Company has significant experience. The products developed by the Company for the Space and Technology segment comprise six main lines:

1. Antenna products

2. Microwave and power products

3. Ferrite products

4. Digital command and control products

5. Optical products, and

6. Broadband products.

For over thirty years, EMS has been providing innovative products for satellite antennas. The Company has experience in a variety of frequency ranges, including the UHF, S, C, X, Ku, Ka, Q, V and W bands. Employing a wide variety of technologies and architectures for fixed, mobile and broadcast applications, the Company's antenna products include:

- shaped reflectors,

- dual aperture shaped reflectors,

- direct radiating arrays,

- steerable antennas,

- omni antennas,

- Gregorian and Cassegrain antennas,

- lens antennas,

- deployable reflectors,

- dual polarized antennas, and

- phased arrays.

In October 2000, EMS's Ku-Band and S-Band antennas were deployed on the International Space Station. These antennas will be the primary voice, video and data link for astronaut crews and their science experiments. The Company's antenna products are also well positioned in growth markets such as broadband service systems like Anik-F2 and mobile telephony systems like AceS-2 and Inmarsat IV. Varying by frequency or market served, EMS's antennas pace industry standards by maximizing available spacecraft power and reducing radio interference between beams.

The Company's RADARSAT-2 imaging array is another example of highly advanced antennas that use active phase technology to image objects on Earth regardless of the weather. The RADARSAT-2 program will launch in 2003 and become the first to commercially market very high-resolution radar images for mapping and resource management customers. EMS met critical design milestones for RADARSAT-2 in 2000, and sees growing international customer interest in our radar imaging capabilities.

EMS is providing or has provided antenna products to other prominent space programs such as TDRSS, MSAT, Inmarsat, Koreasat, SkyBridge and Anik-B, C, D and E. Currently under development are antennas systems for anticipated high-capacity multimedia satellite systems such as SkyBridge.

Microwave products and subsystems are an instrumental part of many commercial, defense and space systems. Microwave products control the microwave communications signals processed in a spacecraft. Microwave products include low-noise amplifiers, repeaters, transponders, and solid-state power amplifiers.

Power products provide highly efficient (up to 95%) conditioning of electric power aboard a spacecraft. In addition to their efficiency, the Company's power products have low mass and very low noise levels, and are hardened against the radiation that spacecraft experience at various orbit levels.

The Company's microwave and power products, such as crystal oscillators, electronic power conditioners, transponders, and low noise amplifiers, have become industry standards, as evidenced by new contracts in 2000 with NEC, TRW, and Lockheed Martin. The same microwave technologies are being used to build the next generation of international search and rescue satellite (SARSAT) signal repeater panels, to be installed on selected civil government satellites, to allow immediate location of distress signals from planes, ships, and lost hikers.

The Company is also providing or has provided microwave and power products to such programs as ACeS, Brazilsat, Anik-E, TDRSS, ERS-1, Radarsat, the International Space Station, MSAT, Telstar, Intelsat, Galaxy and Astrolink.

EMS pioneered the use of ferrite materials in space and defense systems. Ferrite products provide phase and amplitude control of communications signals. The design, development and manufacture of ferrite products require considerable specialized in-house capabilities. These products include ferrite circulators, isolators, phase shifters, switches and switching networks, and transmit-receive networks. Ferrite products are integrated into satellite, shipboard, ground-based and airborne applications, including

- direct broadcast,

- direct audio,

- commercial and military communications,

- earth observation,

- multimedia, and

- defense systems.

As commercial satellites operate at higher frequency levels and claim available bandwidth, EMS has seen increasing demand for its Ka- and L-Band switching products. Customers of EMS's high power ferrite switching devices include Astrolink, XM-Radio, and others. The Company is also building autotrack modulators and LNA redundancy switches for Space Systems Loral. EMS won significant ferrite-based switch assembly contracts from Alcatel for Syracuse-III and MT-Sat-1R.

The Company's ferrite products have also been utilized in such programs as GEOSAT, ENVISAT, TDRS, MILSTAR, and ACTS.

The Company has a long heritage of supplying space-qualified computers, controllers and digital signal processors. This equipment is used for antenna pointing mechanism electronics, payload control, attitude control, power switching, command decoding, and telemetry gathering. Major space programs that use the Company's products include Brazilsat, Intelsat IV, TEDRSS, ERS-1, Radarsat, the Space Shuttle, the International Space Station, and Anik B and E.

Over 25 EMS-built processors and digital products are critical elements in the Canadian Space Agency's robotic arm and related contributions to the International Space Station. Workstations to control the robotic systems were also completed by EMS for launch in 2001. The significant advancements EMS has made in spacecraft data-processing capacity are being applied to the next generation of space computers and processors for both manned and unmanned systems, promising a 100-fold improvement in on-board computation power.

The Company has developed optical instruments and components for space agencies and commercial customers. The Company's latest optical product, the CalTracÔ star tracker, is a high-speed scientific instrument that uses the position of the stars to provide attitude control information for stabilizing a satellite's flight. The CalTracÔ star tracker product flew in 2000 as an experiment on Space Shuttle flights 101 and 106. New CalTracÔ customers in 2000 included Alenia Spazio and Bristol Aerospace, for the RADARSAT-2 and SCISAT spacecraft. The Company has also provided optical instruments to such programs as WINDII, Viking, and NASA Image.

Under contract to the Canadian Space Agency, EMS makes other fundamental science instruments, like the recently awarded MAESTRO spectrometer for Canada's SCISAT program. Meanwhile, EMS continues work on Canada's contribution to the Next Generation Space Telescope, which will one day replace the Hubble space telescope. .

The latest Space and Technology product line is devoted to emerging broadband, multimedia satellite applications. The Company is developing products for both the satellite payload and the ground terminal/hub station elements of future broadband systems. An important element of EMS's terminal products is the MF-TDMA (multi-frequency time division multiple access) architecture that the Company has developed to enhance system capacity. Another key element in the Company's broadband initiative is its experience in the development of high-frequency (Ka-band) antenna and beam-shaping technology that allows for frequency re-use and high capacity.

The Company is currently developing a new broadband application for SES Astra, Europe's largest provider of direct-to-home satellite broadcast services. The new system will utilize existing SES satellites, and it will create the first commercial Ka-band system for high-speed two-way communications - including Internet access - via satellite. This system is a very big "pipe" (40 Mbps downlink and 2Mbps uplink) that offers bandwidth-on-demand and extremely fast data speeds. The system also uses the DVB-RCS open standard for broadband communications that EMS helped develop. In 2000, the Company delivered prototype and pre-production interactive terminals for testing. The Company also delivered a hub station and conducted a successful public demonstration of the system in Luxembourg. The Company expects to begin commercial production of satellite interactive terminals for the SES Astra system in the second half of 2001. SES Astra expects to rollout its service beginning in late 2001.

The Company's work with SES Astra is just one of several broadband contracts and initiatives that the Company is pursuing. EMS believes that its leadership and experience on these programs will put it in good position to participate in other Ka-band opportunities as they develop.

The Company's wireless products are focused on the markets for (1) wireless infrastructure, (2) wireless local area computer networks for logistics, and (3) mobile SATCOM.

National and international infrastructure for terrestrial-based wireless communications has been expanding to support growing worldwide demand. This demand is being fueled by:

(1) decreasing prices for wireless handsets,

(2) a more favorable regulatory environment,

(3) greater competition among service providers, and

(4) more availability of services and RF spectrum.

In addition, many developing countries are installing wireless telephone networks as an alternative to installing, expanding or upgrading traditional hard-wired networks. Emerging wireless data applications may also expand the market by allowing service providers to increase revenue-generating traffic on their networks.

Specific technological trends are also affecting the wireless industry. For example, the continuing growth of the wireless communications market has strained the capacity of traditional analog cellular systems that can carry only one call per channel of radio spectrum. As a result, many service providers are installing new digital equipment to increase per-channel capacity by factors ranging from three to eight. In addition, service providers are constructing PCS digital networks that operate at twice the frequency level of cellular systems; this provides the greater bandwidth necessary for an expanded range of voice and data services. However, PCS technology requires smaller cells than analog technology and, as a result, approximately four times the number of base stations to complete its geographical build-out.

Although existing systems have been almost exclusively devoted to the mobile voice/paging market, several proposed systems would offer high-speed wireless services to both businesses and consumers as an alternative to wireline approaches. Initial system applications appear to be in point-to-multipoint communications, for which several service providers have licensed spectrum and are conducting field tests. Base station antennas in point-to-multipoint systems emulate the multiple-beam antennas designed for space, and TDMA switching technology could be implemented with hardware very similar to the Company's satellite technologies described previously in this document.

In 2000, the infrastructure buildout in North American provided a very good market for the Company's antennas. During the year, the Company's won new supply contracts to major service providers such as VoiceStream Wireless, Nextel, AT&T Fixed Wireless, Bechtel, Sprint and Cricket. Based upon industry analysts' reports, the Company believes itself to be the leading supplier of base station antennas for PCS/cellular communications systems in North America. In the first quarter of 2001, EMS further expanded its manufacturing capacity by establishing new facilities in Brazil, and by beginning to build omni antennas at the Company's Space and Technology plant in Montreal. The Company is also investigating opportunities to begin manufacturing in China before the end of 2001

In addition to technical performance of the antennas, key competitive factors in this market are manufacturing capacity and ability to provide quick turnaround time in response to an order. Early in 2000, the Company restructured its production lines to a highly efficient continuous-manufacturing approach, and later consolidated all five of its engineering and production operations into one building. As a result, the Company was able to produce over 100,000 antennas in 2000, which nearly tripled the output of the previous year, and its surge manufacturing capacity has increased from 750 antennas a week to almost 4,000 per week.

The Company has developed several advanced base station antennas for the PCS/cellular wireless infrastructure market:

The Company's "DualPol (trademark)" antenna utilizes polarization diversity to combine the functionality of three vertically-polarized antennas (two receive and one transmit) into a single, compact device. With fewer antennas required, "DualPol (trademark)" technology allows the supporting antenna tower to be much smaller and less expensive than a traditional cellular/PCS antenna site, which must support the weight and wind-loading of a large mounting structure atop the tower. An increasingly important factor in establishing the location of a cell site is the aesthetics of the tower structure. Unlike traditional vertical polarization cellular antennas, the Company's "DualPol (trademark)" antennas can be mounted in a very compact configuration that can fit on top of existing utility poles, or be disguised, for example, in a clock tower. The mounting flexibility not only benefits the service provider in obtaining site approvals, but also results in lower installation and structure costs. Further, these antennas offer superior coverage and resistance to signal-fading, as compared with networks with conventional vertical polarization antennas.

The Company's "AcCELLerator (trademark)" antenna combines multiple "DualPol (trademark)" antennas pre-packaged in a compact cylindrical enclosure that provides the same multi-sector coverage as a large, nine-antenna, spatially-diverse base station, yet with a much smaller, less visually-obtrusive structure.

In 2000, the Company introduced a "Micro AcCELLerator (trademark)" line. This much smaller version of the "AcCELLerator (trademark)" antenna was originally designed to help a Houston service provider gain zoning approval for new cell sites. Micro AcCELLerator™ antennas provide a complete, three-sector cell site in a highly integrated package as small as six inches in diameter, which is mounted atop an unobtrusive monopole.

The Company's lower-cost vertical polarization antennas apply "beam-shaping" techniques of amplitude and phase weighting to achieve the most effective antenna performance for specific applications. The Company's "OptiFill (trademark)" antennas are designed for use in a typical crowded coverage area. These antennas utilize null filling, upper sidelobe suppression and electronic down tilt to lower co-channel interference, reduce the number of dropped calls, and improve sound quality. The Company's "OptiRange (trademark)" antennas are designed to maximize "gain" and are useful in systems that have large cells, such as rural areas or initial urban system roll-outs with a small number of base stations.

Major technological advances and changes in the regulatory environment have led to the development and proliferation of wireless computer networks that extend the reach of existing hard-wired networks. Wireless local area networks (LANs) now accommodate notebook computers, pen-based notepads and other handheld computer terminals, as well as terminals for mounting on vehicles, such as forklifts. By providing network connectivity for mobile users, these products increase the accuracy, timeliness and convenience of data collection and information access. Traditionally, these wireless LAN systems were developed for operation using narrow band UHF radios at 450 MHz. The current generation of wireless LAN systems typically operates at 900 MHz with data rates in the range of 56-64 Kbps. The next generation of wireless LAN systems support even higher data rates of 1 Mbps and operate at 2.4 GHz. Future video transmissions and conferencing systems will likely use the 5.7 GHz frequency band where transmission rates of up to 25 Mbps are foreseen. The development of these advanced products is also creating new applications in established industrial markets and in vertical markets, such as transportation and service applications.

The Company's wireless LANs have been installed at more than 5,000 sites world wide, including the facilities of many Fortune 500 companies and some of the world's largest materials handling installations, such as distribution centers and seaports.

In 2000, the automotive market for logistics applications was very good for EMS, with major rollouts for GM and Ford in Europe, as well as Michelin and Goodyear. Other major customers during 2000 included Proctor & Gamble, paper and pulp supplier Fort James (now owned by Georgia Pacific), and Graybar (largest electrical distributor in U.S.). Leading wholesale retailer Costco also began using the MX family of terminals to manage inventory flow between its distribution centers and stores.

Another very good market in 2000 was for applications in seaports/container ports. With the new projects closed in 2000, the Company's roster of worldwide port installations grew to 130. There were new installations in the ports of Hamburg (Europe's second-largest), Barcelona, Hong Kong, and Kobe Japan. The Company believes that its new Spire™ antenna offered a competitive edge by providing better wireless coverage in these sprawling sites.

The Company's business outside of Europe and North America grew 40% compared with the previous year. Despite the strong U.S. dollar, logistics products had double-digit growth in Europe, including four consecutive quarters of record revenues from Europe. The Company added new operations in Italy, which gives the Company a direct presence in all of Europe's top markets. EMS also expanded beyond Europe with new sales offices in Australia and the UAE in Dubai. In domestic markets, the Company continued to work closely with the leading warehouse management software VAR's including Provia and McHugh Software International, which recently certified the Company's products and designated EMS as a preferred supplier

The Company's wireless logistics systems, which generally incorporate bar-code-scanning capabilities, are compatible with commonly used customer-owned host computers, and can be configured for a variety of applications. A typical system consists of mobile computer terminals that incorporate radio transmitters and receivers, a base station that communicates with these terminals, a controller that provides an interface between the base station and host computer, and software that manages and facilitates the communications process.

The Company offers several types of mobile computers, all of which utilize radio frequency technology:

1. Hand-held mobile computers are small, lightweight and intended to be carried by people,

(2) Vehicle-mounted mobile computers are larger, heavy-duty products for use on forklifts, cranes and other mobile materials handling equipment,

(3) A table-top model is used for fixed positions where computer cabling is not practical, and

(4) Wireless modems provide wireless communication capabilities for other devices, such as small computers or process controllers.

All mobile computers incorporate built-in radios that operate either in a licensed, narrow frequency band or in an unlicensed broader, "spread spectrum" frequency band. The Company's mobile computers incorporate Intel (registered trademark) processors that allow support for either terminal emulation or client-server applications.

In 2000, the Company introduced a new generation of mobile computers with more computing power than previous generations, as well as power-management features and better ergonomics. The MX1 mobile computer was the first of these new models to be introduced, and in less than a year it became the Company's leading seller (in both dollar volume and units). The Company believes that another model - the MX3 mobile computer - will further differentiate this product line from the competition by supporting the Windows CE operating system and offering many of the performance features of a desktop PC in a handheld computer.

The wireless communications link between the mobile computer terminal and the host computer or network is completed by a radio base station and controller. The radio base station and controller may be integrated into a single unit for smaller systems. A base station converts the radio signals from a mobile computer terminal to digital signals recognizable by the host computer, and also converts data from the host computer into radio signals for transmission to the terminals. Radio base stations can operate effectively in facilities of many sizes and structural designs.

Controllers provide the critical interface between the radio base station and the host computer. The Company's controllers provide transparent connectivity to all widely accepted computer architectures without modifications of existing applications software and network structure. Controllers also manage complex transmission traffic with sophisticated programming algorithms.

The base station/controller, remote wireless access points and antennas comprise the "backbone" of a wireless network. The Company's wireless networks are based on open-standards (IEEE 802.11b), wireless networks, so that customers can easily integrate wireless products from other leading vendors.

In addition to the basic system hardware, the Company offers various accessory products and services:

(1) Bar code scanners,

(2) Battery chargers,

(3) Portable printers,

(4) Software products for system communications, integrated applications and terminal emulation, and

(5) Repair and maintenance services.

The first aeronautical systems for telephony utilized a ground-based network. These networks were not only limited in the voice-quality of their communications, but they were unable to provide coverage over water for international travel. Further evolution of aeronautical telephony involved the use of a special antenna aboard the aircraft that allowed the use of satellite transmissions, not only for voice but also for limited data and FAX capabilities. Current developments are directed towards higher-speed satellite-based video and Internet-access applications. Reflecting the need for mobile communications in the business world, aeronautical SATCOM systems of some type are now commonly used in corporate jets around the world.

The Company believes that it is the top supplier of antennas for voice/data communications aboard corporate aircraft, with over 90% share of this market. To date, there are about 1,000 EMS installations on over 50 different types of aircraft. During 2000, the Company signed major contracts with Gulfstream, Honeywell and Bombardier-the industry's largest users of general aviation communications equipment.

The Company's line of SATCOM products include the following:

The Company has developed a family of aeronautical communications products, including an industry-leading INMARSAT antenna, the AMT-50, which is a mechanically-steered antenna that is connected to an aircraft's navigational system and automatically remains directed toward a geostationary communications satellite for voice and low data-rate communications. This antenna is either mounted within the aircraft's tail stabilizer or under a small, unobtrusive radome atop an aircraft's tail stabilizer. The Company believes that this product has the leading market share in the high-end corporate jet market. The Company has also developed its "CALQUEST (trademark)" product, which is a complete satellite telephone system for use over North and Central America on a wide range of turbo-prop and jet aircraft.

The Company has also developed a steerable antenna system designed to provide live television to jet aircraft from a broadcast satellite. The system includes a low-profile mechanically steerable antenna system, mechanical positioner, and a beam steering unit to keep the antenna properly pointed at the satellite during the motion associated with flight. The DBS antenna and AMT-50 can be mounted together under a single radome (designed and supplied by the Company) atop a jet's stabilizer. These products are sold by the Company as part of a full system for delivery of live video service to aircraft, provided by the Honeywell.

The latest aeronautical antenna from the Company is used in a multi-channel video system for commercial aircraft. The video system includes the Company's antennas, electronics, and small flat-panel video screens installed in each seat-back, and is installed and marketed by the Company's customer. The Company's antennas for video systems are now deployed with a startup carrier based in New York, and the Company is pursuing other possible distribution agreements to expand the marketing of this product.

EMS is developing an aeronautical product called the ADT-1000 that will provide aircraft operators with high-speed data capability using the new Aeronautical M4 and Mobile Packet Data Services from Inmarsat. These services, which have been operational in the land transportable market for nearly 2 years, will support data rates of up to 64kbits per second, a considerable advance on current service offerings available in the market. These new services will provide economical airborne access to e-mail, Internet and corporate intranet.

The Company is a leading provider of the ground station equipment associated with satellite-based "search and rescue" systems, including the local-user terminals that process information received from satellites. The local-user terminal determines the location of the maritime or aviation beacons that transmit distress signals to the satellite system, and typically displays the results for intervention by emergency authorities. This terminal technology can also be adapted for routine tracking and management of aviation and maritime fleets.

In 2000, the Company introduced the next generation of search-and-rescue products-the GEOLUT. This is a new ground terminal that reduces the critical time needed to detect and identify distress beacon signals relayed through satellites in geostationary orbit. This new system is PC-based and can be efficiently managed through Internet protocols. EMS has sold seven GEOLUT systems to government customers in Canada, the U.K., Brazil and New Zealand. Last year, the Company also enhanced its ability to provide a one-stop-shop to the search-and-rescue market by acquiring DSSI, an Ottawa-based supplier of command-and-control systems for rescue coordination centers and other emergency response services. EMS now can provide equipment for a complete search-and-rescue solution, from detection and location of distress beacons by satellite ground stations, to incident management by mission control and rescue coordination centers.

The Company has also developed SATCOM antennas for use aboard railroad locomotives. These antennas provide the link for satellite-based remote monitoring services offered by General Electric Transportation Systems.

The latest SATCOM product to be introduced is a new packet-data terminal, the PDT-100, which provides fail-safe, two-way messaging and location information virtually anywhere in North America. The PDT-100 features GPS technology and combines what the Company believes are the highest data rates with the lowest terminal and airtime prices currently offered in the market. These terminals are initially targeted for over-the-road trucking industry, and EMS has already received million-dollar-plus orders from trucking firms in Canada and on the U.S. west coast. The Company is also pursuing opportunities in tracking military ground vehicles.

The Company's sales and marketing strategy varies depending upon the product line. Due to the technical nature of the Company's products, some of these sales efforts must be conducted primarily by internal personnel with a strong engineering background. Particularly in the Space and Technology segment, many of these personnel have other engineering or management responsibilities within the Company. The Company also utilizes independent marketing representatives, both in the U.S. and internationally. These individuals are selected for their knowledge of the local market and their ability to provide technical support and ongoing, direct contact with the Company's current and potential customers.

In the Space and Technology segment, the development of major business opportunities often involves significant bid and proposal effort; this work can include complex engineering to determine the technical feasibility and cost effectiveness of various design approaches. Most of the Company's bid and proposal costs are reported in cost of sales, although a portion of these costs is classified as selling, general and administrative expenses. Total bid and proposal costs were $3.6 million in 2000, $2.6 million in 1999, and $2.5 million in 1998.

The markets for space and satellite communications comprise a relatively small number of customers, which are typically well known large corporations. The Company's Space and Technology marketing efforts rely on ongoing communications with this base of potential customers, both to determine the customers' future needs and to inform customers of the Company's capabilities. Because the Company can often receive multiple orders from many of these customers, technical support and service after the sale are also crucial to maintaining a strong supply relationship.

The Company's sales and marketing strategy for wireless products involves:

(1) direct sales to end users, and

(2) indirect sales through third parties who often incorporate their products and services with the Company's hardware for delivery to an end-user. Third parties include:

(a) strategic partners,

(b) value-added re-sellers,

(c) original equipment manufacturers, and

(d) distributors, including representatives in 35 countries.

For wireless infrastructure, sales and marketing are performed by internal staff plus three regional sales offices in North America. Direct sales of logistics systems are performed by an internal sales support staff, 20 regional sales persons in North America, and six European subsidiaries. For marketing of SATCOM products, the Company relies on its relationships with major airframe manufacturers, avionics manufacturers, a network of completion centers that install aeronautical products, and value-added resellers.

The backlog of consolidated orders at December 31, 2000 was $202 million compared with $133 million one year earlier. Wireless Products customers typically require short delivery cycles, and this segment does not develop substantial order backlog. However, backlog is very important in the Space and Technology segment, due to the long-term nature of that business. The backlog for Space and Technology at December 31, 2000 was $171 million compared with $112 million one year earlier.

Materials used in the Company's space and electronics products consist primarily of magnetic microwave ferrites, metals such as aluminum and brass, permanent magnet materials, and electronic components such as transistors, diodes, IC's, resistors, capacitors and printed circuit boards. Most of the magnetic microwave ferrite materials are purchased from two suppliers, and permanent magnet materials are purchased from a limited number of suppliers. Electronic components and metals are available from a larger number of suppliers and manufacturers.

The electronic components and supplies, printed circuit assemblies, keypad assemblies and molded parts needed for the Company's wireless products are generally available from a variety of sources. Bar code scanners are included in almost all orders, and a significant number of the scanners are purchased from Symbol Technologies, Inc., which is also a competitor of the Company; however, there are alternative suppliers that manufacture and sell bar code scanners under license agreements with Symbol. The Company believes that its logistics competitors also rely on scanning equipment purchased from or licensed by Symbol. In addition, Symbol and the Company have a license agreement, which allows the Company to utilize Symbol's patented integrated scanning technology in certain products.

The Company's advanced technology products often require sophisticated subsystems supplied or cooperatively developed by third parties having specialized expertise, production skills and economies of scale. Important examples include application-specific integrated circuitry, and computers incorporated in wireless network products. In such cases, the performance, reliability, and timely delivery of the Company's products can be heavily dependent on the effectiveness of those third parties.

The Company believes that its present sources of required materials are adequate. The Company does not believe that the loss of any supplier or subassembly manufacturer would have a material adverse effect on its business. In the past, shortages of supplies and delays in the receipt of necessary components have not had a material adverse effect on shipments of the Company's products. However from time to time, the Company's introduction of new terminal products for its wireless networks business, or its performance on Space and Technology programs, has been affected by quality and schedule problems with developers/suppliers of critical subsystems.

The Company believes itself to be, in sales, a major independent supplier of (1) satellite components, subsystems and systems, (2) base station antennas and other wireless infrastructure products for cellular and PCS mobile networks, (3) wireless local-area computer network products, mainly for logistics systems, and (4) aeronautical SATCOM communications systems for voice, telephony and video. However, the Company's markets are highly competitive. Some of the Company's competitors have substantial resources and facilities that exceed those of the Company, and the Company also competes against smaller, specialized firms.

In the Space and Technology segment, the Company competes with divisions of certain large U.S. industrial concerns, such as Raytheon, Hughes, Loral, M/A-Com, Inc., and Rockwell, as well as non-U.S. companies such as COMDEV and RACAL. Some of these companies, as well as others, are potential competitors of the Company for certain contracts and potential customers on other contracts. Certain major customers could also elect to internally develop and manufacture the products that they presently purchase from the Company.

In the Wireless Products segment, the Company competes with divisions of certain large U.S. and international companies, including Allen Telecom, Andrew Corporation and Ericcson in the wireless infrastructure market, and Unova, Symbol Technologies, Teklogix Corp. and Telxon Corporation in the logistics market.

The Company believes that the key competitive factors in both the Space and Technology segment and the Wireless Products segment continue to be product performance, technical expertise and support to customers, adherence to delivery schedules, and price.

The Company conducts most of its research and development in the Space and Technology segment in direct response to the unique technical requirements of a customer's order, and most of these costs are included with the overall manufacturing costs for specific orders.

However, the Company also conducts substantial internally funded research and development activities. In 2000, 1999 and 1998, the Company spent $27.7 million, $21.8 million and $13.1 million, respectively, in internally sponsored research and development.

As of December 31, 2000, the Company and its subsidiaries employed a total of approximately 1,800 persons. Over 70% of the Company's employees are directly involved in engineering or manufacturing activities.

The business operations of EMS Technologies, Inc. involve significant risks and uncertainties that could adversely affect its financial condition, results of operations, and future development. In addition to domestic economic conditions, which can change unexpectedly and generally affect U.S. businesses, these risks and uncertainties include the following:

The markets in which EMS competes are very sensitive to technological advances. As a result, technological developments by competitors can cause our products to be less desirable to customers, or even to become obsolete.

EMS operates in competitive markets. Its competitors may pursue aggressive marketing strategies, such as significant price discounting. These competitive activities can reduce EMS's sales and profit margins below expected levels.

Major communications infrastructure programs, such as proposed satellite communications systems or PCS/cellular systems for large urban areas, are important sources of our current and planned future revenues. We also participate in a number of large defense programs. Programs of this nature cannot proceed unless the customer can raise adequate funds, from either governmental or private sources. As a result, our expected revenues can be affected by political developments or by conditions in private capital markets. They can also be affected by whether private capital markets are receptive to a customer's proposed business plans.

Construction and expansion of new communications systems depends on public demand for the new services. As a result, growth rates in our revenues from wireless infrastructure products and proposed high-speed satellite communications systems are likely to be heavily affected by the timing and extent of public willingness to buy mobile and/or broadband communications services.

Technical difficulties can cause delays and additional costs for EMS. We are particularly exposed to this risk in product development efforts, and in fixed-price contracts on technically advanced programs that require novel approaches and solutions.

The Company's products may perform mission-critical functions in space applications. If the Company experiences technical problems and is unable to adhere to a customer's schedule, the customer could experience costly launch delays or re-procurements from other vendors. The customer may then be contractually entitled to substantial financial damages from the Company.

Because our businesses involve constant efforts to improve existing technology, EMS regularly introduces new generations of products. During these transitions, customers may reduce purchases of older equipment more rapidly than we expect, which can cause lower revenues and excessive inventories. In addition, product transitions create uncertainty about both production costs and customer acceptance. These potential problems are generally more severe if our product introduction schedule is delayed by technical development problems.

As we regularly develop and introduce new technology, we have a risk that our new products or manufacturing techniques infringe on patents held or currently being processed by others. The U.S. Patent Office does not publish patents that are in process, and its processing typically takes at least two years and often even longer. Thus, we may be affected by a patent granted well after EMS has introduced an infringing product. In addition, questions of whether a particular product infringes a particular patent can involve significant uncertainty. As a result of these factors, third-party patents may interfere with marketing plans, or may, from time to time, create significant expense to defend infringement claims or respond to customer indemnification claims.

Because our products and programs are technically sophisticated, EMS must attract and retain employees with advanced technical and program-management skills. Other employers also often recruit persons with these skills, both generally and in focused engineering fields.

In addition to our requirements for basic materials and electronic components, our advanced technological products often require sophisticated subsystems supplied or cooperatively developed by third parties having specialized expertise, production skills and economies of scale. In such cases, our ability to perform according to contract requirements, or to introduce new products on the desired schedule, can be heavily dependent on our ability to identify and engage appropriate suppliers, and on the effectiveness of those suppliers in meeting our development and delivery objectives.

- The Export License Process for Space Products Has Become Uncertain

As a result of 1998 legislation, products for use on commercial satellites are included on the U.S. Munitions List and are subject to State Department licensing requirements. The licensing process is time-consuming, and political considerations can increase the time and difficulty of obtaining licenses for export of technically advanced products. The license process may prevent particular sales, and in general has created schedule uncertainties that are encouraging foreign customers, such as those in Western Europe, to develop internal or other foreign sources rather than use U.S. suppliers.

U.S. export controls severely limit unlicensed technical discussions with any persons who are not U.S. citizens. As a result, the Company is restricted in its ability to hold technical discussions between U.S. personnel and current or prospective non-U.S. customers or suppliers, between Canadian personnel and current or prospective U.S. customers or suppliers, and between U.S. employees and non-U.S. (including Canadian) employees. These restrictions reduce the Company's ability to win cross-border space work, to utilize cross-border supply sources, to deploy technical expertise in the most effective manner, and to pursue cooperative development programs involving its U.S. and Canadian space facilities.

International sales significantly affect EMS's financial performance. Economic conditions in customer countries, and exchange rate movements that affect the local-currency cost of our products, are particularly important in our wireless local-area network and PCS/cellular infrastructure businesses.

In the healthcare, mobile satellite communications, and route accounting markets, the Company does not have established distribution channels. Rather, we are seeking to develop marketing relationships with other companies that have, for example, specialized software and established customer service systems. EMS's success in these markets will be heavily affected by whether we can identify and structure effective relationships with these other companies.

The quarterly earnings contributions of some of our product lines are heavily dependent on customer orders or product shipments in the final weeks or days of the quarter. This can create volatility in quarterly results, and hinders our ability to determine in advance whether quarterly earnings will meet prevailing analyst expectations.

The Company's current cash and available credit facilities are not large enough to finance either potential growth in certain business areas, or synergistic acquisitions to complement the Company's technical and product capabilities.

The discussions of the Company's business in this Report, and in other public documents or statements that may from time to time incorporate or refer to these disclosures, contain various statements that are or may be deemed to be forward-looking. Forward-looking statements include, but are not limited to:

These forward-looking statements may differ materially from actual results due to the variety of risks and uncertainties that affect the Company, including those set forth under the foregoing "Risk Factors" heading.

Information concerning the executive officers of the Company is set forth below:

Alfred G. Hansen, age 67, became Chief Executive Officer in January 2001. Mr. Hansen joined the Company as President and Chief Operating Officer in January 2000. He became a Director in 1999. From 1998 through 1999, Mr. Hansen was President of A.G. Hansen Associates, Inc., Marietta, Georgia, an aerospace marketing and manufacturing consultant. From 1995 to 1998, Mr. Hansen served as Executive Vice President of Lockheed Martin Aeronautical Systems, with broad operational responsibilities for its aerospace business, and as a Vice President of its parent company, Lockheed Martin Corporation. Mr. Hansen retired from the U.S. Air Force in 1989 as a four-star general, serving in his last assignment as Commander of the Air Force Logistics Command.

Don T. Scartz, age 58, has served as Senior Vice President and Chief Financial Officer of the Company since 1995; he has also served as Treasurer since 1981, as Vice President-Finance from 1981 to 1995, and as Secretary from 1982 to 1991. He joined the Company as Controller in 1978. He also serves as the Chief Financial Officer of each of the Company's operating subsidiaries. He became a Director of the Company in 1995.

William S. Jacobs, age 55, became General Counsel and Secretary of the Company in 1992, and Vice President in 1993. He is also responsible for the legal affairs of the operating subsidiaries. Previously, he was engaged in the private practice of law, and in such capacity had served as the Company's principal corporate legal counsel since 1982.

Gerald S. Bush, age 44, is Senior Vice President of the Company, and President of its Space and Technologies Group. He joined the Company in January 1999, when the Company acquired the Satellite Products business of Spar Aerospace Limited ("Spar") where Dr. Bush had been Vice President and General Manager since 1998. Dr. Bush joined Spar in 1981 as a structural and thermal analyst. He served as a program manager until 1995, when he became Director of Manufacturing for Spar's Satellite Products business, and in 1996 he became Vice President of Operations for that business.

John J. Farrell, age 49, is Senior Vice President of the Company and President of its Wireless Products Group. He joined the Company in May 1995 as President and Chief Operating Officer of the LXE subsidiary (which conducts the logistics business). Previously, he had been Senior Vice-President and Chief Operating Officer of Oki Telecom Group, a world-wide supplier of cellular telephones, since 1993. During the three years prior to 1993, he directed Oki's marketing and sales efforts.

T. Gerald Hickman, age 60, was appointed in March 2000 to the position of Vice President and General Manager, EMS Wireless. He joined the Company in 1988 as Vice President, Marketing, and prior to his current position was a Vice President in the Company's EMS Wireless division.

Neilson A. Mackay, age 60, is Vice President and General Manager, SATCOM Products. He joined the Company in January 1993, when the Company acquired an Ottawa, Ontario-based space SATCOM business of which he was serving as President.

Donald F. Osborne, age 41, is Vice President and General Manager, Space and Technologies, Montreal, since late 1999. He joined the Company in January 1999, when the Company acquired the Satellite Products business of Spar Aerospace Limited (Spar) where Mr. Osborne had been Vice President, Marketing since 1998. Mr. Osborne joined Spar in 1988 as a mechanical engineer.

Jay Grove, age 38, is Vice President and General Manager, Space and Technologies, Atlanta. He joined the Company in January 2001. Formerly he was director of Mobile SATCOM Systems for ViaSat, Inc., an advanced digital satellite telecommunications and wireless signal processing equipment provider.

The Company's corporate headquarters and its Georgia operations are located in two buildings owned by the Company (comprising 250,000 square feet of floor space on 21 acres), as well as in 142,000 square feet of leased office space (leases to expire prior to 2004) in two other buildings, all located in or near Technology Park, Norcross, Georgia, a suburb of Atlanta. The combined Georgia facilities comprise clean rooms, a microelectronics laboratory, materials storage and control areas, assembly and test areas, offices, engineering laboratories, a ferrites laboratory, drafting and design facilities, a machine shop, a metals finishing facility, and painting facilities.

The Company's Canadian operations include a 330,000 square foot facility surrounded by 34 acres of undeveloped land in a suburb of Montreal. One-fourth of the facility comprises manufacturing, assembly and laboratory space, including an advanced near-field and far-field test range area and a subsystem and payload integration area. Three-fourths of the facility is used for engineering and administrative office space. The facility's location in the province of Quebec affords it significant tax incentives and credits sponsored by the provincial government. The Company also leases approximately 63,000 square feet of office and manufacturing space for its operations located in Ottawa, Ontario; the lease on this facility expires in 2007.

Not Applicable

Not Applicable

The common stock of EMS Technologies, Inc. is traded in the over-the-counter market (Nasdaq symbol ELMG). At March 23, 2001 there were approximately 1,000 shareholders of record, and the Company believes that there were approximately 4,000 beneficial shareholders, based upon broker requests for distribution of Annual Meeting materials. The price range of the stock is shown below:

The Company has never paid a cash dividend with respect to shares of its common stock and has retained its earnings to provide cash for the operation and expansion of its business. Future dividends, if any, will be determined by the Board of Directors in light of the circumstances then existing, including the Company's earnings and financial requirements and general business conditions.

Information required for this item is incorporated herein by reference to the Selected Financial Data contained in the Company's 2000 Annual Report to Shareholders, and is included in Exhibit 13.1. (To be filed by amendment pursuant to Rule 12(b)-25(b)).

Information required for this item is incorporated herein by reference to the Management's Discussion and Analysis of Results of Operations and Financial Condition contained in the Company's 2000 Annual Report to Shareholders, and is included in Exhibit 13.1. (To be filed by amendment pursuant to Rule 12(b)-25(b)).

At December 31, 2000, the Company had the following market risk sensitive instruments (in thousands):

At December 31, 2000, the Company also had intercompany accounts that eliminate in consolidation but that are considered market risk sensitive instruments:

Short-Term Due to Parent, payable by European subsidiaries in the following countries and

arising from purchase of the Parent's products for sale in Europe:

Information required for this item is incorporated herein by reference to the Consolidated Financial Statements and Notes to Consolidated Financial Statements contained in the Company's 2000 Annual Report to Shareholders, and is included in Exhibit 13.1. (To be filed by amendment pursuant to Rule 12(b)-25(b)).

Not applicable.

The information concerning directors called for by this Item is contained in the Company's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders and is incorporated herein by reference. The information concerning executive officers called for by this Item is set forth under the caption "Executive Officers of the Registrant" in Item 1 hereof.

The information called for by this Item is contained in the Company's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

The information called for by this Item is contained in the Company's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

The information called for by this Item is contained in the Company's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders and is incorporated herein by reference.

(a) 1. Financial Statements

The following consolidated financial statements are contained in the Company's 2000 Annual Report to Shareholders, and are incorporated herein by reference to Exhibit 13.1 (To be filed by amendment pursuant to Rule 12(b)-25(b)):

Independent Auditors' Report

Consolidated Statements of Earnings -

Years ended December 31, 2000, 1999 and 1998

Consolidated Balance Sheets - December 31, 2000 and 1999

Consolidated Statements of Stockholders' Equity and

Comprehensive Income - Years ended December 31, 2000, 1999 and 1998

Consolidated Statements of Cash Flows - Years ended December 31, 2000, 1999 and 1998

Notes to Consolidated Financial Statements

Selected Financial Data

Management's Discussion and Analysis of Results of Operations and Financial Condition

(a) 2. Financial Statement Schedules

The following financial statement schedules are to be filed by amendment pursuant to Rule 12(b)-25(b).

Independent Auditors' Report

II. Valuation and Qualifying Accounts -

Years ended December 31, 2000, 1999 and 1998

All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes.

(a)3. Exhibits

The following exhibits are filed as part of this report:

(b). Reports on Form 8-K.

No Reports on Form 8-K were filed by the Company during the quarter ended December 31, 2000.

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMS TECHNOLOGIES, INC.

By: /s/ Alfred G. Hansen Date: 4/2/01

President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

AGREEMENT TO FILE INSTRUMENTS

WITH RESPECT TO LONG-TERM DEBT

Pursuant to Regulations S-K Item 601(b)(4)(iii)(A), EMS Technologies, Inc. hereby agrees to cause to be filed with the Securities and Exchange Commission, upon its request, a copy of any instrument, not filed as an exhibit to the Report or Registration Statement to which this Exhibit pertains, with respect to long-term debt of EMS Technologies, Inc. or any consolidated subsidiary of EMS Technologies, Inc.

EMS TECHNOLOGIES, INC.

Date: March 30, 2001 By: /s/ William S. Jacobs

This Agreement Concerning Employment Status (this "Agreement") is executed by and between Thomas E. Sharon ("Employee") and EMS Technologies, Inc. ("EMS"), effective the 26th day of January, 2001.

Whereas, Employee has heretofore been serving as a Regular Full-Time employee of EMS, under an Employment Agreement effective January 1, 1989, as thereafter amended, most recently by Third Amendment to Employment Agreement effective August 10, 1998 (as so amended, the "Employment Agreement");

Whereas, the Employment Agreement has by its terms expired and terminated, effective December 31, 2000; and

Whereas, the parties desire that Employee continue to provide certain part-time employee services to EMS, on the terms and subject to the conditions set forth herein.

Now therefore, in consideration of the premises and of the mutual undertakings set forth herein, the parties agree as follows:

1. Employment Status. Effective January 26, 2001, Employee shall be classified for all purposes as a Part-Time employee of EMS, entitled to the benefits to which employees in such category may from time to time be entitled, and shall not be entitled to further or additional benefits except as otherwise expressly provided in this Agreement.
2. Employment Duties. Employee's duties shall, as requested as set forth below, comprise: (i) presentations to EMS employees and contractors of publicly-available information concerning science and technology developments in the field of wireless communications and potentially affecting EMS's current and prospective products; (ii) assistance in the review and development of patentable technology and related patent applications, with particular emphasis on applications that are currently being processed at the USPTO or are currently being developed by EMS personnel; (iii) participation in the assessment and development of new business opportunities, subject to constraints imposed by obligations to third parties under consulting or other contractual arrangements to which Employee may become subject (without breach of his obligations under Section 6 hereof) during the term of this Agreement; and (iv) review of ferrite technology and its application to wireless communication systems and products, and consultations with and advice to EMS employees and contractors concerning same. In all cases, Employee shall perform such of the foregoing duties as shall be specified from time to time by the Board of Directors or, in the case of any activity that involves interaction with other EMS employees or the use of EMS resources, the CEO of EMS or his designee (as identified to Employee in writing). Such duties may require Employee to devote up to three days in a single week, but not more than seven days in any single calendar month or 75 days during any 12-month period, on a schedule reasonably acceptable to Employee in light of notice provided by EMS and third-party commitments to which Employee may be subject. EMS shall request services hereunder through no more than five individuals designated by EMS in writing. EMS shall use its reasonable best efforts to request such services in full-day increments, but in no event shall services be requested in less than half-day increments, except that on days that Employee is not otherwise performing services hereunder, telephone calls (not exceeding one per day and 30 minutes in length, excluding calls from the designated individuals to request services to be provided at a later time) and e-mails incidental to Employee's duties shall not constitute the provision of services for the purposes of determining the number of days of service provided by Employee, except that Employee may aggregate time devoted to such telephone calls and e-mails and shall be credited one day of service for each eight hours so devoted. Employee agrees that services hereunder may from time to time involve travel or meetings that require his presence or participation for in excess of 8 hours in a single day, and that in such cases he shall receive credit for only one day. In connection with his provision of services hereunder, Employee shall have such staff support and facility access as shall be determined from time to time by the CEO or his designee.
3. Compensation. Employee's compensation shall be at the rate of $120,000.00 per annum, payable on EMS's normal payroll schedule as in effect from time to time, and shall be subject to statutory withholdings and such voluntary withholdings as Employee may authorize in accordance with EMS's normal policies. Employee shall not be eligible for participation in bonus or other incentive compensation programs maintained by EMS. Employee shall submit time cards provided by EMS reflecting days and other time increments devoted to assigned tasks; such time cards shall be used by EMS to determine Employee's eligibility to participate in its Retirement Program and other benefits that by their terms are dependent on hours of employment, but Employee's compensation shall not be adjusted based on hours worked.
4. Term. This Agreement shall terminate on the first to occur of the following events or date:

1. the effective date of Employee's resignation;
2. Employee's death or Total Disability (as defined below);
3. Termination by act of the EMS Board of Directors, upon written notice to Employee, for Good Cause (as defined below);
4. Close of business on April 30, 2002.

1. "Total Disability" shall mean Employee's inability to perform his normal required services hereunder by reason of mental or physical illness or incapacity, which illness or incapacity is expected to be permanent and continuous for a period of not less than one year, as determined by a licensed physician selected by Employee and reasonably satisfactory to EMS.

25. "Good Cause" shall mean any act of dishonesty or material breach of duty by Employee against the best interests of EMS, any material breach by Employee of his obligations under the Employee Invention, Non-Disclosure and Non-Solicitation Agreement executed and delivered by and between Employee and EMS on September 22, 1997 (the "Invention Agreement"), and any breach by Employee of his obligations set forth in Sections 2, 6 or 13 hereof.

1. Termination Based on Total Disability. In the event this Agreement is terminated as a result of Employee's Total Disability, EMS shall continue to pay the compensation specified in Section 3 to Employee, or to his duly appointed guardian or other legal representative, through the earlier to occur of the events (other than Total Disability) specified in clauses 4(i)-(iv), provided, however, that any such payments shall be reduced, dollar-for-dollar, by the amount of any payments made to or for the benefit of Employee under any EMS-sponsored disability plan, program or arrangement.
2. Non-Competition. Employee shall not during the term of this Agreement, provide, directly or indirectly, services as an employee, consultant or other contractor to any third party with respect to the development, implementation or use of products or services competitive with those from time to time during the term of this Agreement provided or proposed to be provided by EMS, any of its direct or indirect subsidiaries, or any business entity in which EMS holds not less than a 10% equity interest and that provides or is seeking to provide satellite-based broadband two-way communications services or related satellite- or ground-based equipment, except that this Section shall not prohibit Employee from providing such services: (i) with the consent of the EMS CEO or his designee, or (ii) with respect to products or services that are not being provided, and to Employee's knowledge are not proposed to be provided, by EMS or such related entities at the time that Employee enters into a binding contract for the provision of such services to a third party. For the purposes of this Section, a product or service shall be deemed "competitive" if it is reasonably expected to serve as a substitute for, or otherwise materially divert customer trade from, products or services of EMS or such related entities, and a product or service is "proposed to be provided" if the proposing party is actively engaged marketing such product or service, or has made a material commitment of its resources to planning or developing such product or service. In order to assist the parties in administering the requirements of this Section 6, Employee will notify the CEO of EMS or his designee of the scope of services that Employee proposes to provide to third parties, to the extent that such disclosures are not prohibited by Employee's contractual obligations to third parties, and EMS will promptly advise Employee of any concerns it may have concerning such proposed services, based on the information provided by Employee. In any case in which EMS identifies concerns, Employee and EMS will evaluate the circumstances in good faith and seek to identify reasonable limitations that will minimize the adverse effect of this Section 6 on Employee's ability to provide services to third parties.

During the term of this Agreement, this Section 6 shall supersede in all respects Article Six of the Invention Agreement. All other provisions of the Invention Agreement shall remain in full force and effect in accordance with their terms, except as follows:

1. Article One of the Agreement is amended, effective from and after the date of this Agreement, by deleting the second sentence thereof;
2. The definitions of "Trade Secret" and "Confidential Information" are each amended by deleting the first eight words of the last sentence of each such definition, and substituting in lieu thereof the words, "Such term as used herein is restricted to such information";
3. EMS agrees that the terms "Trade Secrets" and "Confidential Information" as used in the Invention Agreement do not include information developed by Employee but to which EMS is not entitled under Article Three of the Invention Agreement, as amended by this Agreement;
4. EMS agrees that the term "Work Product" as used in the Invention Agreement does not, effective from and after the date of this Agreement, include intellectual property developed by Employee for third parties under arrangements that are not violative of Employee's non-compete obligations contained in this Section 6 ; and
5. Section 8.3 of the Invention Agreement is amended by inserting the word "material" before the word "breach" in the first line thereof, and by substituting the words "may be" for the word "is" in the fourth line thereof.

Upon termination of Employee's employment under this Agreement, Article Six of the Invention Agreement, as amended by this Agreement and subject to Section 17, shall be reinstated and thereafter remain in effect for the period specified therein.

3. Change-of-Status Payment. In recognition of Employee's extended period of service to EMS, of the levels of responsibility that he has assumed during such service, and of his availability to provide continued services as set forth in this Agreement, EMS will pay to Employee the amount of $90,000.00. Such payment shall be made, on or before February 28, 2001, and shall be subject to statutory withholdings.
4. Stock Options. EMS acknowledges that Employee continues during the term of this Agreement to be an employee, and that as such his rights under various outstanding Stock Option Agreements are unaffected by his change of employment status. As a result, the options subject to such Stock Option Agreements shall continue to become exercisable, and shall remain exercisable, in accordance with their terms, subject, however, to the effects specified in such Agreements of any future termination of Employee's employment by EMS or any of its subsidiaries. EMS and Employee agree that in the event this Agreement terminates as a result of the occurrence of the date specified in clause 4(iv), such termination shall constitute, for the purposes of such Stock Option Agreements, Employee's early retirement with the express approval of EMS, and as a result such options as shall be exercisable at that date shall thereafter continue to be exercisable for the period specified in the particular Stock Option Agreement as being applicable to such a retirement.
5. Medical Insurance. During the term of this Agreement, Employee shall remain eligible to participate in family medical coverage under the group health plans maintained from time to time by EMS for its U.S.-based employees generally, and in the supplemental health insurance maintained from time to time by EMS for its U.S.-based senior employees.
6. Vacation. As a Part-Time employee, Employee will not continue to be eligible for paid vacation benefits. Unused vacation benefits accrued through January 26, 2001, shall be paid to Employee on or before February 15, 2001.
7. Professional Tax Assistance. During the period ending March 15, 2001, EMS shall make available to Employee the tax preparation and tax planning services of KPMG LLP, subject to a limit of $2,500.00 on the amount of fees and expenses of KPMG LLP payable by EMS. Employee shall be responsible for payment of any fees and expenses in excess of such limit.
8. EMS Property. Employee shall promptly return to EMS all EMS-owned property currently in his possession, including computers (with the exception of the Gateway 2000 desktop computer and related printer currently used by Employee in his home), telephones, facsimile machines, keys and credit cards. The vehicle currently leased by EMS for use by Employee shall be returned to EMS on or before March 6, 2001, which is the expiration date of the current lease for such vehicle, unless Employee reaches a separate agreement with the leasing company to retain the vehicle based on payment arrangements for which Employee shall be solely responsible.
9. Payment of Certain Obligations. Employee shall, on or before February 28, 2001, pay to EMS, or authorize EMS to withhold from after-tax amounts otherwise payable to him hereunder on or before such date, the following amounts, in discharge of the following specified obligations:

1. Principal and accrued interest, in the approximate aggregate amount of $73,000.00, owed under the Promissory Note dated December 31, 1999, executed by Employee in the principal amount of $75,000.00; and
2. Principal in the amount of $12,475.00 owed under the Promissory Note dated September 15, 1998, as amended December 15, 1999, by action of the EMS Board of Directors, executed by Employee in the principal amount of $100,000.00 (the "Stock Purchase Note").

On or before March 15, 2001, Employee shall pay to EMS any balance then remaining under travel and other advances made to Employee by EMS (which balance is approximately $5,100 on the date hereof), subject to providing written accountings reasonably satisfactory to EMS as to the use of such advances for bona fide business purposes.

10. Split-Dollar Life Insurance Policy. During the term of this Agreement, EMS shall maintain Northwestern Mutual Life Insurance Company Policy No. 10668375, issued April 18, 1988, on Employee's life in the face amount of $500,000.00, and Northwestern Mutual Life Insurance Company Policy No. 8813376, issued December 27, 1982, on Employee's life in the face amount of $150,000.00, provided that EMS shall be obligated to pay the premiums due on such policies during 2001 (including the next premium due on Policy No. 8813376), but shall not be obligated to pay any premiums coming due in 2002 or thereafter. EMS shall continue to hold its existing security interest in such policies with respect to premiums previously paid thereon by EMS (which premiums aggregate $153,549.50 as of the date of this Agreement. Upon expiration of this Agreement, Employee shall be entitled to continue to maintain such policies at his sole expense, but EMS shall be entitled to withdraw or otherwise receive payment for its interest therein, subject to such other arrangements as may be mutually agreed upon.

Notwithstanding the last two sentences of the immediately preceding paragraph, upon the expiration of this Agreement EMS shall release and surrender to Employee its interest in and lien on such policies if either: (i) during the term of this Agreement Employee is directly responsible for generating one or more contracts for the sale by EMS of its products under which EMS shall be entitled to receive, from credit-worthy customers on or before December 31, 2003, aggregate revenues of not less than $2 million, or (ii) during the term of this Agreement Employee is directly responsible for generating one or more license agreements under which EMS is entitled to receive, from credit-worthy customers on or before December 31, 2002, aggregate revenues for use of its intellectual property of not less than $150,000.00. In the event Employee generates only a fraction of the revenues specified in each of the foregoing clauses (i) and (ii), EMS shall nonetheless release and surrender its interest and lien if the sum of the two fractions equals or exceeds 1.00. Employee agrees that EMS shall not be obligated to enter into any such contracts or license agreements other than on reasonable commercial terms comparable to those at the time in effect for similar transactions with similar parties.

11. Payment of and Security for the Stock Purchase Note. Employee acknowledges his obligation with respect to payment on or before September 15, 2001, of $12,500.00 principal plus accrued interest under the Stock Purchase Note. In the event such payment is not made when due, EMS may, and Employee hereby expressly authorizes EMS to, deduct such payments from amounts otherwise owed to him as an employee under this Agreement.

Employee further agrees that in the event any balance shall be owed to EMS under the Stock Purchase Note at any time that Employee exercises his rights to acquire EMS stock under any of his various Stock Option Agreements, Employee hereby grants to EMS, effective the date of any such exercise, a first security interest in the shares of EMS common stock issued to him, net of any shares withheld in payment of taxes or the option exercise price, except that the maximum number of shares so pledged, together with all such shares previously so pledged, shall not exceed the then-remaining principal balance of the Stock Purchase Note divided by 75% of the Fair Market Value (as defined under the EMS 1997 Stock Incentive Plan) of the common stock on the date of exercise. In the event of any such pledge, such security interest shall be perfected by EMS retaining a certificate registered in Employee's name and evidencing such shares, and by Employee delivering to EMS an executed stock transfer power in form reasonably satisfactory to EMS with respect to such shares. EMS may exercise its rights against such security at any time that Employee shall be in default of his obligations under the Stock Purchase Note, to the extent of amounts owed at such time, upon ten days' prior written notice to Employee of such default, by either (i) sale of the appropriate number of shares to or through a market maker for the EMS common stock in the NASDAQ National Market, or (ii) transferring the appropriate number of such shares to EMS and crediting Employee's defaulted obligation based on the average of the closing high bid and low asked prices on the date of transfer as reported in the NASDAQ National Market. Employee shall remain responsible for any balance of principal or interest under the Stock Purchase Note remaining after all such security has been exhausted. Employee may at any time direct that all or a portion of such security be sold on his behalf for application of the proceeds against amounts owed under the Stock Purchase Note. Upon discharge of all of Employee's obligations under the Stock Purchase Note, any remainder of the pledged shares, or of the proceeds from the sale thereof, shall be returned to Employee.

12. Resignations. Employee hereby resigns as a member of the Boards of Directors of EMS, EMS Technologies Canada, Ltd. and LXE Inc., and of all committees of such Boards, and further hereby resigns as Chairman of the Board and Chief Executive Officer of EMS and from all other offices currently held by him in EMS, EMS Technologies Canada, Ltd., LXE Inc. and any other direct or indirect subsidiaries of EMS.
13. Entire Agreement; Release of Any Other Claims. This Agreement, together with the Invention Agreement (as amended by this Agreement), and the Stock Option Agreements referenced herein, contain the entire agreement of the parties, and supersede all prior agreements and understandings, oral or written, with respect to the subject matter hereof. In the event of any conflict between the Invention Agreement, as hereby amended, and this Agreement, the terms of this Agreement shall prevail. Employee expressly waives, relinquishes and releases, and agrees not to bring any action in law or equity with respect to, any claims for compensation, benefits or damages, whether based in contract, tort or statute, arising from or related to the Employment Agreement or his employment by EMS through the effective date hereof, or to the change of his employment status as provided herein, with the exception of (i) salary accrued and not yet paid; (ii) benefits to which Employee is entitled as of the date hereof under the terms of medical and other benefit plans in which Employee participates; and (iii) an incentive compensation award in the amount of $85,000.00 under EMS's Executive Incentive Compensation Plan for 2000, payable at such time as payments thereunder are made to other eligible participants. EMS expressly waives, relinquishes and releases, and agrees not to bring any action in law or equity with respect to, any claims based on or arising from Employee's service on or prior to January 26, 2001 as an employee, officer, or member of the Board of Directors of EMS or any of its direct or indirect subsidiaries, with the exception of (i) claims for amounts owed or property belonging to EMS as specified in this Agreement; and (ii) Employee's obligations under the Invention Agreement, as amended by this Agreement. EMS represents and warrants that it has no current knowledge of facts constituting a basis for its asserting a claim against Employee under the Invention Agreement.
14. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia.

26th__ day of January, 2001, effective as of January 26, 2001.

EMS TECHNOLOGIES, INC.

By: /s/ Alfred G. Hansen_________                      _/s/ Thomas E. Sharon_______________

Alfred G. Hansen                                                          Thomas E. Sharon

President