JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2011 • Mmi Investments, L.P.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.10 per share, of EMS Technologies, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2011 • Mmi Investments, L.P. • New York
WHEREAS, the Indemnitor has asked the Indemnitee, and Indemnitee has agreed, to be named and serve a nominee of Indemnitor for election to the Board of Directors of EMS Technologies, Inc. (the “Company”) at the 2011 annual meeting of stockholders of the Company or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations postponement thereof (the “Annual Meeting”); and
Re: EMS Technologies, Inc.Nominee Agreement • February 3rd, 2011 • Mmi Investments, L.P.
Thank you for agreeing to be named and serve as a nominee (a “Nominee”) for election to the Board of Directors of EMS Technologies, Inc. (the “Company”) in the proxy solicitation that MMI Investments, L.P. (“MMI”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2011 Annual Meeting of Stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
