**Exhibit 10.4**

 

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

RESTRICTED STOCK UNIT AGREEMENT

 

RESTRICTED STOCK UNIT AGREEMENT, made as ofthe date set forth on the Notice of Grant of Restricted Stock Units, attachedhereto as Schedule A (the “Notice”), by and between DRS Technologies, Inc.,a Delaware corporation (the “Company”), pursuant to the DRS Technologies, Inc.1996 Omnibus Plan (as amended, the “Plan”) and the employee or director of theCompany named on the Notice (the “Participant”).  Except as otherwise expressly set forthherein, any capitalized terms not otherwise defined in this Agreement shallhave 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 Restricted StockUnits 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 13of 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 Restricted Stock Units as shown on the Notice.

 

2.                                       Vesting.  The Notice shall set forth the IssueDate.  The Restricted Stock Units grantedto the Participant shall vest on the third anniversary of the Issue Date (the “VestingDate”), provided, however, that no vesting shall occur after the termination ofthe Participant’s employment or service with the Company for any reason.

 

3.                                       Restrictionson Transfer.  Prior to the VestingDate, no transfer of the Participant’s rights with respect to Restricted StockUnits, whether voluntary or involuntary, by operation of law or otherwise,shall be permitted.  Immediately upon anyattempt to transfer such rights, such Restricted Stock Units, and all of therights related thereto, shall be forfeited by the Participant.

 

4.                                       Account.  The Company shall establish and maintain an account for the Participantto record Restricted Stock Units and transactions and events affecting suchunits.  Restricted Stock Units and otheritems reflected in the account will represent only bookkeeping entries by theCompany to evidence unfunded obligations of the Company.

 

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 StockUnits until the date of distribution of shares of Company Stock, as describedin Section 7 below.

 

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6.                                       Dividends.  If a dividend is paid on the Company Stock,the Participant shall be entitled to receive, with respect to each RestrictedStock Unit, whether or not the Restricted Stock Units have vested, an immediatepayment (in cash or shares as applicable) equal to such dividend.

 

7.                                       Consequencesof Vesting.  Reasonably promptlyafter the vesting of a Restricted Stock Unit pursuant to the terms hereof,unless otherwise determined by the Committee, the Company, in its solediscretion, may either (i) issue a stock certificate, registered in thename of the Participant, evidencing a number of shares of Company Stock that isequal in number to the aggregate number of vested Restricted Stock Units thencredited to the Participant’s account; or (ii) deposit in such Participant’sor the Participant’s personal representative’s brokerage account via electronictransfer, a stock certificate representing one share of Company Stock, withrespect to each vested Restricted Stock Unit.

 

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 require the Participant to agree in writing to comply with suchrestrictions on the disposition shares issued under this Agreement as theCommittee deems necessary or advisable to comply with any applicable law or regulation.

 

9.                                       Changein Control.  Upon the occurrence of aChange in Control, all Restricted Stock Units granted pursuant to thisAgreement shall immediately vest and the Participant shall be entitled toreceive a number of shares of Company Stock in accordance with Section 7above.

 

10.                                 Effectof Termination of Employment or Service. Upon the termination of the Participant’s employment or service for anyreason, any and all Restricted Stock Units which have not vested as of the dateof such termination shall immediately be forfeited by the Participant.  Notwithstanding the foregoing, the Committeemay, in its sole discretion, decide not to terminate the Participant’s rightsin such Restricted Stock Units.

 

11.                                 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 Restricted Stock Units, an amount equal to allapplicable taxes the Company determines it is required to withhold underapplicable tax laws with respect to the Restricted Stock Units.  With the approval of the Committee, theParticipant may satisfy the foregoing requirement by electing to have theCompany withhold from delivery shares of Company Stock having a value equal tothe minimum amount of tax to be withheld. Such shares shall be valued at their Fair Market Value on the TaxDate.  Fractional share amounts shall besettled in cash.  Such a withholdingelection may be made with respect to all or any portion of the shares to bedelivered pursuant to a grant of Restricted Stock Units.  The Participant understands that theParticipant (and not the Company) shall be responsible for

 

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any tax liability that mayarise as a result of the transactions contemplated by this Agreement.

 

12.                                 Compliancewith Law and Regulations.  TheRestricted Stock Units granted pursuant to this Agreement, and any obligationof the Company hereunder, shall be subject to all applicable federal, state andlocal laws, rules and regulations and to such approvals by any governmentor regulatory agency as may be required.

 

13.                                 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 the Plan.  To the extent that this Agreement is silentwith respect to, or in any way inconsistent with, the terms of the Plan, theprovisions of the Plan shall govern and this Agreement shall be deemed to bemodified accordingly.

 

14.                                 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 Statesmail.  Either party may, by notice to theother given in the manner aforesaid, change his/her or its address for futurenotices.

 

15.                                 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 or successors.  Electronic delivery of a document toParticipant may be via a Company e-mail system or by reference to a location ona Company intranet site to which Participant has access.

 

16.                                 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.

 

17.                                 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.

 

18.                                 Amendment.  This Agreement may be amended or modified bythe Company at any time; provided that notice is provided to the Participant inaccordance with Section 14.  Noamendment or modification may, without the consent of the Participant, reducethe Participant’s rights as provided herein.

 

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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.

 
|        |   |
|-------------|--------|
| Participant | Date   |
|             |        |  |

 

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**SCHEDULE A**

 

**DRSTECHNOLOGIES, INC.**

**1996OMNIBUS PLAN**

**Noticeof Grant of Restricted Stock Units**

 

**Identification**

 

Name of Participant:

Address of Participant:

 

 

Date of Restricted Stock Unit Agreement:

 

**Restricted Stock Granted**

 

Number of Restricted Stock Units:

 

Issue Date:

 

Vesting Date:

 

[Performance-Based Vesting:]

 

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