EXECUTIVE RETIREMENT PLAN

EXHIBIT - 10.22



ADVANCED COMMUNICATION SYSTEMS, INC.

EXECUTIVE RETIREMENT PLAN



EFFECTIVE OCTOBER 1, 1999



The Advanced Communication Systems, Inc. Executive Retirement Plan (the "Plan") is intended to be an unfunded plan or arrangement for purposes of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").



I. DEFINITIONS. As used in this Plan, the following words shall have the meanings set opposite such terms.



1.1 "BOARD OF DIRECTORS" shall mean the Board of Directors of Advanced Communication Systems, Inc.



1.2 "COMPANY" shall mean Advanced Communication Systems, Inc., a Delaware corporation, ("ACS") and its direct and indirect (through another subsidiary) wholly-owned subsidiaries from and after the date upon which such subsidiary became wholly-owned by ACS.



1.3 "COMPENSATION COMMITTEE" shall mean the compensation committee of the Board of Directors.



1.4 "EXECUTIVE EMPLOYEE" shall mean the Chief Executive Officer of ACS and such other management or highly compensated employees of the Company as are recommended by such Chief Executive Officer and approved for participation in this Plan by subsequent resolution of the Compensation Committee.



1.5 "EARLY RETIREMENT DATE" shall mean the end of the calendar month during which an Executive Employee has both reached the age of fifty-eight (58) years and completed ten (10) Years of Service



1.6 "PAYOUT PERIOD" shall mean the period described in Article V over which the Retirement Award is paid.



1.7 "REGULAR RETIREMENT DATE" shall mean the end of the calendar month during which an Executive Employee has both reached the age of sixty-five (65) years and completed ten (10) Years of Service.



1.8 "RETIREMENT AWARD" shall mean the product of an Executive Employee's Years of Service multiplied by the greater of:







(i) the average monthly base pay received by the Executive Employee

for his or her employment with the Company during the last twelve months

preceding the Retirement Date, or



(ii) the average monthly base pay received by the Executive Employee

for his or her employment with the Company during the last three fiscal

years of the Company preceding the Retirement Date.



The Retirement Award shall accrue ratably over the number of Years of Service between the initial date of an Executive Employee's approval for participation hereunder and the Executive Employee's Early Retirement Date.



1.9 "RETIREMENT DATE" shall mean the date upon which an Executive Employee's full time employment with the Company is terminated in accordance with the provisions of Article III that entitle the Executive Employee to payment of the Retirement Award.



1.10 "YEARS OF SERVICE" shall mean the whole number of consecutive 12 month periods of service with the Company completed by an Executive Employee. The first such Year of Service shall begin as of the hire date of the Executive Employee with the Company and each successive Year of Service shall begin on successive anniversaries of the hire date. Unless authorized by specific recommendation of the ACS Chief Executive Officer and approved by resolution of the Compensation Committee, such period shall not include any period of service to an entity prior to the time such entity became wholly-owned by ACS or any subsidiary of ACS. Continuous employment shall not be ended by any period of absence approved by the Board of Directors. Fractional Years of Service shall not be taken into account under the Plan.



II. ELIGIBILITY. An Executive Employee shall become a participant under this Plan upon approval of the Compensation Committee following recommendation by the Chief Executive Officer of ACS. Participation in the Plan by the Chief Executive Officer of ACS shall be deemed to have been so recommended and approved.



III. RETIREMENT BENEFIT. Except as otherwise described below, an Executive Employee approved for participation hereunder shall be entitled to receive retirement benefits which in sum total equal the amount of the Retirement Award if:



(i) his or her full time employment with the Company is terminated

following such employee's Regular Retirement Date, for reasons other than

for Cause; or









(ii) his or her full time employment with the Company is terminated

following such Employee's Early Retirement Date under one of the following

circumstances:



(A) with the consent of the Board, which consent shall not be

unreasonably withheld;



(B) by reason of death or Total Disability. Total Disability

shall mean the inability by reason of medically determinable physical

or mental impairments to perform any substantial gainful activity for

a continuous period of twelve (12) months or longer; or



(C) for reasons other than for Cause following a Change in

Control of ACS. Change in Control shall mean any of the following:



I. without the approval of the Board of Directors, any

person or group of persons acting in concert becomes a beneficial

owner, directly or indirectly, of securities of the Company

representing forty percent (40%) or more of the total number of

votes that is required for the election of the members of the

Board of Directors of the Corporation;



II. the stockholders of the Company shall approve (A) any

consolidation or merger of the Company other than one in which

the Company's Common Stock outstanding immediately prior thereto

continues to represent (either by remaining outstanding or by

being converted into voting securit ...