**Exhibit 10.3**

 

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

RESTRICTED STOCK AGREEMENT

 

RESTRICTED STOCK AGREEMENT, made as of thedate set forth on the Notice of Grant of Restricted Stock, attached hereto as Schedule A(the “Notice”), by and between DRS Technologies, Inc., a Delawarecorporation (the “Company”), pursuant to the DRS Technologies, Inc. 1996Omnibus Plan (as amended, the “Plan”) and the employee or director of theCompany named on the Notice (the “Participant”).  Except as otherwise expressly set forthherein, this Agreement shall be construed in accordance with the provisions ofthe Plan and any capitalized terms not otherwise defined in this Agreementshall have the definitions set forth in the Plan.

 

WHEREAS, the Committee has granted (as of theIssue Date as specified on the Notice) to the Participant the shares ofRestricted Stock as set forth in the Notice.

 

NOW, THEREFORE, in consideration of themutual covenants hereinafter set forth and for other good and valuableconsideration, the parties hereto have agreed and do hereby agree as follows:

 

1.                                       Grantof Award.  Pursuant to Section 10of the Plan, the Company grants to the Participant, subject to the terms andconditions of the Plan and subject further to the terms and conditions setforth herein, the number of shares of Restricted Stock as shown on the Notice.

 

2.                                       Vesting.  The Notice shall set forth the IssueDate.  The shares of Restricted Stockgranted to the Participant shall vest on the third anniversary of the IssueDate (the “Vesting Date”), provided that, as of the Vesting Date, theParticipant has not incurred a termination of employment or service with theCompany.  No vesting shall occur afterthe termination of the Participant’s employment or service with the Company forany reason.

 

3.                                       Restrictionson Transfer.  Prior to the vesting ofa share of Restricted Stock, no transfer of the Participant’s rights withrespect to such share, whether voluntary or involuntary, by operation of law orotherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such share, andall of the rights related thereto, shall be forfeited by the Participant.

 

4.                                       Issuanceof Certificate.  Reasonably promptlyafter the Issue Date with respect to shares of Restricted Stock, unless otherwisedetermined by the Committee, the Company, in its sole discretion, may either (i) issuea stock certificate, registered in the name of the Participant, evidencing suchshares; provided, however that the Company shall not cause such a stockcertificate to be issued unless it has received a stock power duly endorsed inblank with respect to such shares; and provided further that unless determinedotherwise by the Committee such stock certificates shall be held by the Companyor its representative or (ii) establish and

 

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maintain, or cause a representative toestablish and maintain, an account to record the shares of Restricted Stockgranted to the Participant and transactions and events affecting such stock.

 

The Participant agrees that any certificateissued for Restricted Stock prior to the lapse of any outstanding restrictionsrelating thereto will be inscribed with the following legend:

 

THE TRANSFERABILITY OF THIS CERTIFICATE ANDTHE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMSAND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINSTTRANSFER) CONTAINED IN THE DRS TECHNOLOGIES, INC. 1996 OMNIBUS PLAN, ASAMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCHSHARES AND DRS. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OFTHE SECRETARY OF DRS, 5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054.

 

Such legend shall not be removed until suchshares vest pursuant to the terms hereof.

 

5.                                       NoRights as a Stockholder.  TheParticipant shall not have any rights as a stockholder with respect to anyshares of Company Stock covered by or relating to a grant of Restricted Stockuntil (i) the date of issuance of a stock certificate or (ii) theestablishment of an account to record the shares of Restricted Stock granted tothe Participant.  Upon the issuance ofthe certificate or the creation of an account, each as described in Section 4above, the Participant shall have all of the rights of a stockholder withrespect to the shares of Restricted Stock, including the right to vote on allmatters with respect to which the stockholders of the Company have the right tovote and the right to receive dividends thereon.

 

6.                                       Dividends.  Any dividends paid on shares of RestrictedStock shall be paid out to the Participant immediately, whether or not theRestricted Stock has vested.

 

7.                                       Consequencesof Vesting.  Upon the vesting of ashare of Restricted Stock pursuant to the terms hereof, the restrictions setforth in Section 3, as well as any additional restrictions set forth onthe Notice, shall lapse with respect to such share.  Reasonably promptly after a share ofRestricted Stock vests, the Company shall either (i) issue a stockcertificate, registered in the name of the Participant, evidencing such shares,free of the legend set forth in Section 4 or (ii) deposit suchshares, free of restrictions, in such Participant’s or the Participant’spersonal representative’s brokerage account via electronic transfer.

 

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8.                                       Approvals.  No shares of Company Stock shall be issuedunder this Agreement unless and until all legal requirements applicable to theissuance of such shares have been complied with to the satisfaction of theCommittee.  The Committee shall have theright to condition any issuance of shares to the Participant on the Participant’sundertaking in writing to comply with such restrictions on the subsequentdisposition of such shares as the Committee shall deemed necessary or advisableas a result of any applicable law or regulation.

 

9.                                       Changein Control.  Upon the occurrence of aChange in Control, all outstanding shares of Restricted Stock granted pursuantto this Agreement shall immediately vest and all restrictions on such sharesshall immediately lapse.

 

10.                                 Effectof Termination of Employment or Service other than for Cause.  Upon the termination of the Participant’semployment or service for any reason other than Cause, any and all shares towhich restrictions on transferability apply shall be immediately forfeited bythe Participant and transferred to, and reacquired by, the Company.  Notwithstanding the foregoing, the Committeemay, in its sole discretion, decide not to terminate the Participant’s rightsin such shares and the Participant shall continue to be the owner of suchshares.  If the Committee elects not toterminate the Participant’s rights in the Restricted Stock, the Committee willnotify the Participant within thirty (30) days after the Participant’stermination of employment or service with the Company and will set forth therestrictions that will apply to the Participant’s continued ownership of theRestricted Stock.  In the event of aforfeiture of shares pursuant to this section, the Company shall repay to theParticipant (or the Participant’s estate) any amount paid by the Participantfor such shares.  In the event that theCompany requires a return of shares, it shall also have the right to requirethe return of all dividends paid on such shares, whether by termination of anyescrow arrangement under which such dividends are held or otherwise.

 

11.                                 Effectof Termination of Employment or Service for Cause.  If the employment or service of theParticipant is terminated by the Company for Cause, all shares of RestrictedStock granted to such Participant which have not vested as of the date of suchtermination shall immediately be returned to the Company, together with anydividends paid on such shares, in return for which the Company shall repay tothe Participant any amount paid by the Participant for such shares.

 

12.                                 Taxes.  The Participant shall pay to the Companypromptly upon request, and in any event at the time the Participant recognizestaxable income in respect to the shares of Restricted Stock (or, if theParticipant makes an election under Section 83(b) of the Code inconnection with such grant, on or about the date of grant), an amount equal tothe federal, state and/or local taxes the Company determines it is required towithhold under applicable tax laws with respect to the shares of RestrictedStock.  With the approval of theCommittee, the Participant may satisfy the foregoing requirement by electing tohave the Company withhold from delivery shares of Company Stock having a valueequal to the minimum amount of tax to be withheld.  Such shares shall be valued at their FairMarket Value on

 

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the Tax Date.  Fractional share amounts shall be settled incash. Such a withholding election may be made with respect to all or any portionof the shares to be delivered pursuant to a grant of Restricted Stock.  The Participant understands that theParticipant (and not the Company) shall be responsible for any tax liabilitythat may arise as a result of the transactions contemplated by this RestrictedStock Agreement.

 

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THEPARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THEELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT THAT THEPARTICIPANT DESIRES TO MAKE THE ELECTION.

 

13.                                 Compliancewith Law and Regulations.  TheRestricted Stock granted pursuant to this Agreement, and any obligation of theCompany hereunder, shall be subject to all applicable federal, state and locallaws, rules and regulations and to such approvals by any government orregulatory agency as may be required.

 

14.                                 Incorporationof Plan.  This Agreement is madeunder the provisions of the Plan (which is incorporated herein by reference)and shall be interpreted in a manner consistent with it.  To the extent that thisAgreement is silent with respect to, or in any way inconsistent with, the termsof the Plan, the provisions of the Plan shall govern and this Agreement shallbe deemed to be modified accordingly.

 

15.                                 Notices.  Any notices required or permitted hereundershall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey07054, or to the Participant at the address then on record with the Company, asthe case may be, and deposited, postage prepaid, in the United States mail.  Either party may, by notice to the othergiven in the manner aforesaid, change his/her or its address for future notices

 

16.                                 Consentto Electronic Delivery.  In lieu of issuing documents in paper format, tothe fullest extent permitted by law, the Committee may, in its discretionprovide for electronic delivery of any documents that the Company may berequired to deliver (including, but not limited to, prospectuses, prospectussupplements, grant or award notifications and agreements, account statements,annual and quarterly reports, and all other forms or communications) inconnection with the grant of awards and any other prior or future incentiveaward or program made or offered by the Company or its predecessors orsuccessors.  Electronic delivery of adocument to Participant may be via a Company e-mail system or by reference to alocation on a Company intranet site to which Participant has access.

 

17.                                 BindingAgreement; Successors.  ThisAgreement shall bind and inure to the benefit of the Company, its successorsand assigns, and the Participant and the Participant’s personal representativesand beneficiaries.

 

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18.                                 GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State ofDelaware.  The Committee shall have finalauthority to interpret and construe the Plan and this Agreement and to make anyand all determinations under them, and its decision shall be binding andconclusive upon all Persons.

 

19.                                 Amendment.  This Agreement may be amended or modified bythe Company at any time; provided that notice is provided to the Participant inaccordance with Section 15; and provided further that no amendment ormodification that is adverse to the rights of the Participant as provided bythis Agreement shall be effective unless set forth in a writing signed by theparties hereto.

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be dulyexecuted by its officer thereunder duly authorized and the Participant hashereunto set his hand, all as of the day and year set forth below.

 

 
| DRS TECHNOLOGIES, INC. |
|------------------------|
|                   |
|                   |
|                   |   |
| Name:                  |
| Title:                 |

 

 

The undersigned hereby acknowledges having read this Agreement and thePlan and hereby agrees to be bound by all provisions set forth herein and inthe Plan.

 

 
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| Participant | Date   |
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**SCHEDULE A**

 

**DRSTECHNOLOGIES, INC.**

**1996OMNIBUS PLAN**

**Noticeof Grant of Restricted Stock**

 

 

**Identification**

 

Name of Participant:

Address of Participant:

 

 

Participant’s Social Security Number:

 

Date of Restricted Stock Agreement:

 

**Restricted Stock Granted**

 

Number of shares of Restricted Stock:

 

Issue Date:

 

Vesting Date:

 

[Performance-Based Vesting:]

 

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