Contract

[EDO CORPORATION GLOBAL TECHNOLOGY REACH LOGO] RETAINER FOR SERVICE AS NON-EXECUTIVE CHAIRMAN AGREEMENT effective as of April 1, 2006 between EDO (UK) LTD., acompany registered in England and Wales under No. 3881155 having offices atEmblem House, Home Farm Business Park, Brighton, East Sussex, BN1 9HU (the”Company”) and SIR ROBERT WALMSLEY, KCB, FRENG, having an address at 41 BeltranRoad, London, SW6 3AL (“You” or the “Individual”). WHEREAS, the Company wishes to engage You to accept appointment as anon-executive (non-employee) Chairman of EDO UK Ltd., and You consent to performsuch duties; In this agreement the following expressions shall, unless the contextotherwise requires, have the following meanings:-“Affiliate” means in relation to any company, any subsidiary undertaking or parent undertaking of that company and any subsidiary undertaking of that parent undertaking in each case from time to time and, for the purposes of this agreement”Confidential Information”: any trade secrets, customer lists, trading details or other information of a confidential nature relating to the goodwill and secrets of EDO (including, without limitation, details of the activities, businesses, expansion plans, business strategy, marketing plans, sales forecasts, forward planning programmes, investments, prospective investments (and their terms), research activities, inventions, ideas, computer programs, secret processes, designs, manufacturing processes, financial information, results and forecasts of any such company and details of its employees and contractors and of the requirements, terms of trade and identity of its suppliers and customers and prospective suppliers and customers); and any other information specifically designated by EDO as confidential; and any information in relation to which EDO owes a duty of confidentiality to any third party;”EDO” means EDO Corporation and each Affiliate of EDO Corporation. NOW THEREFORE, the parties, with the intent to be legally bound, agree asfollows: 1. DESCRIPTION OF DUTIES. You shall perform the duties (the “duties”) asdescribed in attachment hereto and executed pursuant to and made a part of thisAgreement. Duties rendered under this Agreement will include any rendered inperson, by telephone and/or by any other electronic means. 2. FEES AND TAXES. Company shall pay You an annual retainer at of(pound)28,980 per annum, payable monthly in arrears, at a rate of (pound)2,415commencing April 1, 2006. Your Agreement and retainer amount shall be reviewedannually on the anniversary of this Agreement beginning in 2007 by the board ofdirectors of the Company. Unless otherwise agreed, You shall pay any taxes,imposts, levies, fees or duties imposed by law upon or on account of the Dutiesfurnished hereunder. However, you will not participate in any Company and/orgroup share, bonus or pension schemes or other benefit in kind arrangements ofthe Company and/or group nor will you be entitled to any compensation for lossof office. Subject to clause 40 below, on termination of your appointment youwill be paid your director’s fee on a pro-rata basis, to the extent that theyare unpaid, up to the date of termination. 3. REIMBURSABLE EXPENSES. Upon submission of invoices in proper form andwith support documentation acceptable to Company, Company shall reimburse You inaccordance with its policies for transportation and reasonable living expensesfor travel required on behalf of the Company. First class air travel will bereimbursed at business class rates only. 4. TERM. This Agreement shall commence on April 1, 2006 and shall continueuntil terminated by either party upon the giving of 60 days prior writtennotice; provided however, under the Company’s Articles of Association, you maybe terminated immediately in the event of:(i) Your misconduct or material breach of the Agreement’s terms;(ii) Your disqualification from being a director by reason of any order made under the Company Directors Disqualification Act 1986 or any other enactment;(iii) if You become bankrupt or make any arrangement or composition with Your creditors generally;(iv) if You are admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983, or an order is made by a Court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the 2 appointment of a receiver, curator bonis or other person to exercise powers with respect to Your property or affairs;Upon termination in accordance with this paragraph 4:(a) You shall resign as a director of the Company and if the appropriate resignation shall not be signed and delivered by you within 7 days after such termination, you agree that the board of directors of the Company may appoint any other director of the Company to sign such notice of resignation for You and on Your behalf and in your name for such purpose;(b) the Company will pay all fees and proper reimbursable expenses for duties rendered prior to termination; and(c) You will return all property of EDO in Your possession. 5. INTELLECTUAL PROPERTY RIGHTS. You understand and acknowledge that, inthe course of performance of your duties, You may become involved withinventions, discoveries and ideas, whether or not patentable, copyrightable,protectable as a mask work, or protectable as a trade secret, including but notlimited to: processes, methods, formulas and techniques, improvements thereof,and know-how related thereto, all of which may be intellectual property ofCompany or any of its affiliates (collectively, “Company Technology”). To theextent that You have any interest in same, You hereby assign all rights, titleand interest in Company Technology, including without limitation, allcopyrights, trade secrets, patentable inventions and other rights, to Company orits nominee. You will execute and deliver all documents necessary to enableCompany to secure copyright and patent protection in the United States, theUnited Kingdom or any foreign country or otherwise to protect the interests ofthe Company. These obligations apply to any work done by You under thisAgreement. These obligations shall continue beyond the termination of thisAgreement. You hereby irrevocably appoint the Company to be Your attorney inYour name and on Your behalf to complete any such instrument or do any suchthing and generally to use Your name for the purpose of giving the Company thefull benefit of this clause. 6. SERVICES FOR OTHERS. You are free to perform services for othercompanies during the term of this Agreement, provided that such other serviceswill not interfere with Your obligations under this Agreement, except that Youmay not provide any services to any person or entity which sells or is 3engaged in or is about to sell or become engaged in any product, process, systemor service, which is the same as or similar to or competes with, or has a usageallied to, a product, process, system or service of the Company (such person orentities hereinafter referred to as a “Competitor”) without prior writtenapproval of the Company. You shall give reasonable advance notice to Company ofall companies for whom you provide or intend to provide services. You shall keepthe Company advised as to Your future plans and work schedule as such relates toYour availability to perform agreed Services for the Company. 7. CONFIDENTIALITY. You acknowledge that while engaged as described herein,You will have access to and become acquainted with proprietary and ConfidentialInformation regarding the Company and EDO and their respective customers andvendors, which is not available to the public. You agree that you shall not, atany time, directly or indirectly, (i) use or disclose the ConfidentialInformation, except as is necessary and appropriate in connection with therendering of duties to the Company under this Agreement, or (ii) make, or causeto be made, any statement or publication about or concerning the Company or EDOor their respective affiliates, subsidiaries, employees, officers and directors,without the prior consent of the Company and/or EDO. 8. NON-SOLICITATION; NON-COMPETITION. You further agree that, without theprior express written consent of the Company’s Board of Directors, You shallrefrain, for the entire term of this Agreement and for one year thereafter, (i)from, directly or indirectly, employing or soliciting the employment of anyofficer or other employee the Company or any subsidiary or affiliate of theCompany, and (ii) from entering into or accepting an employment position or anyother situation or arrangement with a Competitor of the Company or any parent,affiliate or subsidiary of the Company. 9. STATUS OF INDIVIDUAL. The parties hereto agree and understand that Youare an independent contractor and not an employee of the Company. In addition,You understand and acknowledge that the duties to be performed hereunder willnot entitle You to participate in, nor accrue benefits under any employeepension benefit scheme or welfare benefit scheme maintained by the Company,notwithstanding any provision in any such plan to the contrary. You shall haveno right or authority to enter into any contract or make any commitment onbehalf of Company or obligate the Company in any manner, except as specificallyauthorized and to the extent as instructed to by the Company. 4 10. COMPLIANCE WITH LAW AND COMPANY POLICIES. You will comply with the EDOEthical Business Conduct Policy, Company security procedures, receipt of each ofwhich by You is hereby acknowledged, and all applicable laws, regulations,procedures and standards, including but not limited to those relating to theenvironment, health and safety, in the performance of duties under thisAgreement. The Company will request the issuance and or retention of appropriateSecurity Clearances by the appropriate authorizing agency, as may be necessaryfor your performance of the Duties. 11. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including all attachmentshereto and any items incorporated by reference herein, constitutes the entireagreement and complete and exclusive statement of agreement between the Companyand You and supersedes any and all prior agreements between the parties. Itsterms may not be amended, modified or waived except in a writing duly executedby both parties. 12. NO ASSIGNMENT. This agreement is personal between You and the Companyand may not be assigned without the prior written consent of the Company. Youshall perform all Duties personally and You shall not employ any otherorganization or any other person to perform the Duties. Any assignment by You incontravention of this section shall be void. 13. SEVERABILITY. If any provision of this Agreement shall be held to beinvalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby,and such provision shall be deemed to be restated to reflect, as nearly aspossible, the original intentions of the parties in accordance with applicablelaw(s). 14. GOVERNING LAW; JURISDICTION. This contract between the Company and Youshall be governed by and interpreted in accordance with English law and theEnglish courts shall have exclusive jurisdiction to resolve any disputeshereunder. 5 IN WITNESS WHEREOF, the undersigned authorized representatives of theparties have executed this Agreement as a Deed as of the day and year firstwritten above.INDIVIDUAL: EDO (UK) LTD./s/ R. Walmsley BY: /s/ Lisa M. Palumbo —————————- ————————SIR ROBERT WALMSLEY, KCB FREng TITLE: Special Director ————————DATE: 28 April 2006 DATE: 26 April 2006 ————————Attachments:1. Description of Activities 6ATTACHMENT 1 DESCRIPTION OF DUTIESCompany and You agree that You shall undertake the following duties:Attend each meeting of the board and of committees to which You are appointedand any General Meetings of the Company, including Annual General Meetings. Youwill be notified of the dates of all such meetings 4 weeks in advance, unlesscircumstances make it impracticable to do so. It is anticipated that this willbe a part-time position, but in any event, you are required to devote such timeto the affairs of EDO (UK) Ltd. as may be reasonably necessary for the properperformance of Your duties as a non-executive Chairman. As an independentdirector You will be expected to bring an objectivity and independence of viewto the discussions of the board in relation (but not limited to) strategy,performance and resources and provide EDO UK LTD with effective leadership, aswell as ensuring the continuing effectiveness of the management team and highstandards of financial probity and corporate governance.You will be asked to review, from an independent standpoint, the Company’soperational performance, financial reports and any proposals presented to theBoard. You will assist EDO Corporation by giving independent/external views onpotential ideas for change in the Company. You will provide input into thestrategic planning process and critique the finished plan. (You will keep EDOCorporation appropriately informed of events (governmental, regulatory, market)in UK/Europe that could affect EDO’s business interests in those areas.In addition, your responsibilities would include your acting as Chair of the EDOUK Remuneration Committee; effecting introductions to senior MOD Officials andPrime Contractors; representing EDO and the Company at high-level functions andmeetings; and any other reasonable task that would assist the Company.This Description of Duties is issued pursuant to the Agreement between You andEDO (UK) Ltd. effective April 1, 2006 (the “Agreement”). By their execution anddelivery of this Description of Duties, the parties hereby affirm all of theterms, conditions and representations of the Agreement.INDIVIDUAL EDO (UK) LTD. BY ——————————– —————————– SIR ROBERT WALMSLEY, KCB, FrEng TITLE: ——————————– —————————–DATE: DATE: ——————————– —————————– 7