Exhibit 10.8


 


FORM OF RESTRICTED SHARE AWARD AGREEMENT


 


RESTRICTED
SHARE AWARD AGREEMENT UNDER THE STANLEY, INC. 2006 OMNIBUS INCENTIVE
COMPENSATION PLAN dated as of                 
, between Stanley, Inc. (the “Company”), a Delaware Corporation,
and                    .


 


This
Restricted Share Award Agreement (the “Award Agreement”) sets forth the terms
and conditions of an award of           
shares (the “Award”) of the Company’s Common Stock, $0.01 par value,
that are subject to certain restrictions on transfer and risks of forfeiture
and other terms and conditions specified herein (“Restricted Shares”) and that
are granted to you under the Stanley, Inc. 2006 Omnibus Incentive
Compensation Plan (the “Plan”).


 


THIS AWARD IS
SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10
OF THIS AWARD AGREEMENT.  BY SIGNING YOUR
NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS
OF THIS AWARD AGREEMENT.


 


SECTION 1.  The Plan.  This Award is made pursuant to the Plan, all
the terms of which are hereby incorporated in this Award Agreement.  In the event of any conflict between the
terms of the Plan and the terms of this Award Agreement, the terms of this
Award Agreement shall govern.  In the
event of any conflict between the terms of this Award Agreement and the terms
of any individual employment agreement between you and the Company or any of
its Affiliates (an “Employment Agreement”), the terms of your Employment
Agreement will govern.


 


SECTION 2.  Definitions.  Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the meanings as
used or defined in the Plan.  As used in
this Award Agreement, the following terms have the meanings set forth below:


 


“Business Day”
means a day that is not a Saturday, a Sunday or a day on which banking
institutions are legally permitted to be closed in the Commonwealth of
Virginia.


 


“Vesting
Date” means the date on which your rights with respect to all or a portion
of the Restricted Shares subject to this Award Agreement may become fully
vested, and the restrictions set forth in this Award Agreement with respect to
such Restricted Shares may lapse, as provided in Section 3(a) of this
Award Agreement.


 


“Committee”
means the compensation committee of the Board, or such other committee of the
Board as may be designated by the Board from time to time to administer the
Plan.


 


SECTION 3.  Vesting and Delivery.  (a)  Vesting.  On each Vesting Date set forth below, your
rights with respect to the number of Restricted Shares subject to this 


 

















 


Award Agreement that correspond to such
Vesting Date, as specified in the chart below, shall become vested, and the
restrictions set forth in this Award Agreement with respect to such Restricted
Shares shall lapse, provided that you must be employed by the Company or an
Affiliate on the relevant Vesting Date in order for your rights with respect to
the applicable portion of the Restricted Shares to become vested and the
applicable restrictions to lapse, except as otherwise determined by the
Committee in its sole discretion or as otherwise provided in your Employment
Agreement.


 


	
  Vesting Date

  	
   

  	
  Aggregate
  Percentage

  Vested

  	
   

  	
  Aggregate
  Number of

  Shares Vested

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


(b)   Delivery of Shares.  On or following the date of this Award
Agreement, certificates issued in respect of Restricted Shares shall be
registered in your name and deposited by you, together with a stock power
endorsed in blank, with the Company or such other custodian as may be
designated by the Committee or the Company, and shall be held by the Company or
other custodian, as applicable, until such time, if any, as your rights with
respect to such Restricted Shares become vested.  Upon the vesting of your rights with respect
to such Restricted Shares, the Company or other custodian, as applicable, shall
deliver such certificates to you or your legal representative.


 


SECTION 4.  Forfeiture of Restricted Shares.  Unless the Committee determines otherwise,
and except as otherwise provided in your Employment Agreement, if your rights
with respect to any Restricted Shares awarded to you pursuant to this Award
Agreement have not become vested prior to the date on which your employment
with the Company and its Affiliates terminates for any reason, your rights with
respect to such Restricted Shares shall immediately terminate, and you will be
entitled to no further payments or benefits with respect thereto.


 


SECTION 5.  Voting Rights; Dividend
Equivalents.  Prior to the date on
which your rights with respect to a Restricted Share have become vested, and
the restrictions set forth in this Award Agreement with respect to such
Restricted Share have lapsed, you shall be entitled to exercise voting rights
with respect to such Restricted Share and shall be entitled to receive
dividends or other distributions with respect thereto; provided that any
such dividends or distributions paid in shares of the Company’s Common Stock
shall constitute Restricted Shares and be subject to all of the same
restrictions as the Restricted Shares with respect to which they were paid.


 


SECTION 6.   Non-Transferability of Restricted Shares.  Unless otherwise provided by the Committee in
its discretion, Restricted Shares may not be sold, assigned,


 


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alienated, transferred, pledged, attached or
otherwise encumbered except as provided in Section 9(a) of the
Plan.  Any purported sale, assignment,
alienation, transfer, pledge, attachment or other encumbrance of a Restricted
Share in violation of the provisions of this Section 6 and Section 9(a) of
the Plan shall be void.


 


SECTION 7.  Withholding, Consents and Legends.  (a)  Withholding.  The delivery of Share certificates pursuant
to Section 3(b) of this Award Agreement is conditioned on
satisfaction of any applicable withholding taxes in accordance with Section 9(d) of
the Plan.


 


(b)  Consents.  Your rights in respect of the Restricted
Shares are conditioned on the receipt to the full satisfaction of the Committee
of any required consents that the Committee may determine to be necessary or
advisable (including, without limitation, your consenting to the Company’s
supplying to any third-party recordkeeper of the Plan such personal information
as the Committee deems advisable to administer the Plan).


 


(c)  Legends.  The Company may affix to certificates for
Shares issued pursuant to this Award Agreement any legend that the Committee
determines to be necessary or advisable (including to reflect any restrictions
to which you may be subject under any applicable securities laws).  The Company may advise the applicable
transfer agent to place a stop order against any legended Shares.


 


SECTION 8.  Successors and Assigns of the
Company.  The terms and conditions of
this Award Agreement shall be binding upon and shall inure to the benefit of
the Company and its successors and assigns.


 


SECTION 9.  Committee Discretion.  The Committee shall have full and plenary
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.


 


SECTION 10.  Dispute Resolution.  (a)  Jurisdiction and Venue.  Notwithstanding any provision in your
Employment Agreement, you and the Company hereby irrevocably submit to the
exclusive jurisdiction of (i) the United States District Court for the
District of Delaware and (ii) the courts of the State of Delaware for the
purposes of any action, suit or other proceeding arising out of this Award
Agreement or the Plan.  You and the
Company agree to commence any such action, suit or proceeding either in the
United States District Court for the District of Delaware or, if such action,
suit or other proceeding may not be brought in such court for jurisdictional
reasons, in the courts of the State of Delaware.  You and the Company further agree that
service of any process, summons, notice or document by U.S. registered mail to
the applicable address set forth in Section 11 of this Award Agreement
shall be effective service of process for any action, suit or proceeding in
Delaware with respect to any matters to which you have submitted to
jurisdiction in this Section 10(a). 
You and the Company irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Award Agreement or the Plan in (A) the United States


 


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District Court for the District of Delaware
or (B) the courts of the State of Delaware, and hereby and thereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.


 


(b)  Waiver
of Jury Trial.  You and the Company
hereby waive, to the fullest extent permitted by applicable law, any right
either of you may have to a trial by jury in respect to any litigation directly
or indirectly arising out of, under or in connection with this Award Agreement
or the Plan.


 


(c)  Confidentiality.  You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this Section 10,
except that you may disclose information concerning such dispute to the court
that is considering such dispute or to your legal counsel (provided that such
counsel agrees not to disclose any such information other than as necessary to
the prosecution or defense of the dispute).


 


SECTION 11.  Notice.  All notices, requests, demands and other
communications required or permitted to be given under the terms of this Award
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three Business Days after they have
been mailed by U.S. registered mail, return receipt requested, postage prepaid,
addressed to the other party as set forth below:


 


	
  If to the Company:

  	
   

  	
  Stanley, Inc.

  3101 Wilson Boulevard

  Suite 700

  Arlington, VA 22201

  Attention: Legal Dept.

  
	
   

  	
   

  	
   

  
	
  If to you:

  	
   

  	
  Your address as reflected in the payroll records

  of the Company

  



 


The parties may change the address to which notices under this Award
Agreement shall be sent by providing written notice to the other in the manner
specified above.


 


SECTION 12.  Headings.  Headings are given to the Sections and
subsections of this Award Agreement solely as a convenience to facilitate
reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
this Award Agreement or any provision hereof.


 


SECTION 13.  Amendment of this Award Agreement.  The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate this Award Agreement prospectively or retroactively; provided,
however, that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would materially and adversely
impair


 


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your rights under this Award Agreement shall
not to that extent be effective without your consent (it being understood,
notwithstanding the foregoing proviso, that this Award Agreement and the
Restricted Shares shall be subject to the provisions of Section 7(c) of
the Plan).


 


SECTION 14.  Counterparts.  This Award Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


IN WITNESS
WHEREOF, the parties have duly executed this Award Agreement as of the date
first written above.


 


 


	
   

  	
  STANLEY, INC.

  
	
   

  	
   

  
	
   

  	
        by

  	
   

  
	
   

  	
   

  



 


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