EMS TECHNOLOGIES INC
EX-10.6 AMENDMENTS ADOPTED 5/2/97
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<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>g87685exv10w6.txt
<DESCRIPTION>EX-10.6 AMENDMENTS ADOPTED 5/2/97
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                                                                    Exhibit 10.6

                   ELECTROMAGNETIC SCIENCES, INC.

             Amendment of the 1992 Stock Incentive Plan
                          May 2, 1997

RESOLVED, that the Electromagnetic Sciences, Inc. 1992 Stock Incentive Plan be,
and it hereby is, amended as follows:

     a) By amending paragraph 6.7(c) thereof to provide in its entirety as
     follows:

          (c)  The Option Price shall be paid in full upon the exercise of the
               Option. The Committee may provide in an Option Agreement, or
               otherwise authorize, that, in lieu of cash, all or any portion of
               the Option Price may be paid by (i) tendering to the Company
               shares of Stock duly endorsed for transfer and owned by the
               Optionee, or (ii) delivering to the Company an attestation of the
               Optionee's then-current ownership of a number of shares of Stock
               equal to the number thereby authorized to be withheld by the
               Company from the shares otherwise deliverable upon exercise of
               the Option, in each case to be credited against the Option Price
               at the Fair Market Value of such shares on the date of exercise
               (however, no fractional shares may be so transferred, and the
               Company shall not be obligated to make any cash payments in
               consideration of any excess of the aggregate Fair Market Value of
               shares transferred over the aggregate Option Price).

      (b) By amending paragraph 6.7(d) thereof to provide in its entirety as
      follows:

          d)   In addition to and at the time of payment of the Option Price,
               the Optionee shall pay to the Company in cash the full amount of
               any federal, state and local income, employment or other taxes
               required to be withheld from the income of such Optionee as a
               result of such exercise. However, the Committee may provide in an
               Option Agreement, or otherwise authorize, that all or any portion
               of such tax obligations, together with additional taxes not
               exceeding the actual additional taxes to be owed by the Optionee
               as a

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               result of such exercise, may, upon the irrevocable election of
               the Optionee, be paid by

               (i)   tendering to the Company whole shares of stock duly
                     endorsed for transfer and owned by the Optionee,

               (ii)  delivering to the Company an attestation of the Optionee's
                     then-current ownership of a number of shares of Stock equal
                     to the number thereby authorized to be withheld by the
                     Company from the shares otherwise deliverable upon exercise
                     of the Option, or

               (iii) authorizing the Company to withhold shares otherwise
                     issuable upon exercise of the Option, in each case in that
                     number of shares having a Fair Market Value on the date of
                     exercise equal to the amount of such taxes thereby being
                     paid, in all cases subject to such restrictions as the
                     Committee may from time to time determine, including any
                     such restrictions as may be necessary or appropriate to
                     satisfy the conditions of the exemption set forth in Rule
                     16b-3 under the 1934 Act.

          (c)  By deleting the last two sentences of Section 6.13 thereof
               (pertaining to payment of the exercise prices and withholding
               taxes upon exercise of options automatically granted to certain
               directors), and inserting in lieu thereof the following:

               The Option Price for each such Option may be paid in cash or in
               the manner s specified in the second sentence of paragraph 6.7(c)
               hereof. In addition, any taxes related to the exercise of such
               Option may be paid in the manner contemplated in the second
               sentence of paragraph 6.7(d) hereof.

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