**Exhibit 10.2**

 

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLANSTOCK OPTION AGREEMENT

 

STOCK OPTION AGREEMENT, made as of the dateset forth on the Notice of Stock Option Grant, attached hereto as Schedule A,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 the Company named on Schedule A hereto(the “Participant”).  Except as otherwiseexpressly set forth herein, this Agreement shall be construed in accordancewith the provisions of the Plan and any capitalized terms not otherwise definedin this Agreement shall have the definitions set forth in the Plan.

 

WITNESSETH

 

In consideration of the mutual promises andcovenants made herein and the mutual benefits to be derived herefrom, theparties hereto agree as follows:

 

1.                                       Definitions.

 

Capitalized terms used but not defined hereinshall have the meaning set forth in the DRS Technologies, Inc. 1996Omnibus Plan (the “Plan”).

 

2.                                       Grantof Options.

 

Subject to the provisions of this Agreementand the provisions of the Plan, the Company hereby grants to the Participant,pursuant to the Plan, the right and option (the “Options”) to purchase all orany part of the number of shares of common stock, par value $.0l per share (“CompanyStock”), of the Company set forth on Schedule A at the price per share andon the other terms set forth on Schedule A.

 

3.                                       Vestingand Exercisability of Options.

 

The Options shall vest and become exercisablein accordance with the vesting schedule set forth on Schedule A,provided that no Partial Exercise of an Option shall be for an aggregateexercise price of less than $1,000.

 

4.                                       Methodof Exercise of the Options.

 

(a)                                  TheOptions which are then vested and exercisable shall be exercisable by either (i) deliveryto the Company of a written notice signed by the Participant or other personthen having the right to exercise the Option, to the attention of the Company’sSecretary, specifying the number of shares of Company Stock with respect towhich the Option is being exercised and

 

----

 

the effectivedate of the proposed exercise; or (ii) such other method as may beprescribed by the Committee, in its sole discretion.

 

(b)                                 Theexercise price shall be paid by one or a combination of the following means: (i) incash or by personal check, certified check, bank cashier’s check or wiretransfer; (ii) subject to the approval of the Committee, in shares ofCompany Stock owned by the Participant for at least six months prior to thedate of exercise and valued at their Fair Market Value on the effective date ofsuch exercise; or (iii) by such other provision as the Committee may fromtime to time authorize.  Any payment inshares of Company Stock shall be effected by the delivery of such shares to theSecretary of the Company, duly endorsed in blank or accompanied by stock powersduly executed in blank, together with any other documents and evidences as theSecretary of the Company shall require.

 

(c)                                  Reasonablypromptly following Option exercise, unless otherwise determined by theCommittee, the Company, in its sole discretion, may either (i) issue astock certificate, registered in the name of the Participant, evidencing suchshares or (ii) deposit such shares in such Participant’s or theParticipant’s personal representative’s brokerage account via electronictransfer.

 

5.                                       Terminationof Employment or Service.

 

(a)                                  Unlessotherwise provided on Schedule A, in the event that the employment of aParticipant with the Company shall terminate for any reason other than Cause,Disability or Death, (i) Options granted to such Participant, to theextent that they are exercisable at the time of such termination, shall remainexercisable until the date that is three months after such termination, onwhich date they shall expire, and (ii) Options granted to suchParticipant, to the extent that they were not exercisable at the time of suchtermination, shall expire at the close of business on the date of suchtermination.  This three-month perioddescribed shall be extended to one year from the date of such termination inthe event of the Participant’s death during such three month period.  Notwithstanding the foregoing, no Optionshall be exercisable after the expiration of its term.

 

(b)                                 Unlessotherwise provided on Schedule A, in the event that the employment of aParticipant with the Company shall terminate on account of the Disability orDeath of the Participant, (i) Options granted to such Participant, to theextent that they were exercisable at the time of such termination, shall remainexercisable until the first anniversary of such termination, on which date theyshall expire, and (ii) Options granted to such Participant, to the extentthat they were not exercisable at the time of such termination, shall expire atthe close of business on the date of such termination; provided, however, thatno Option shall be exercisable after the expiration of its term.

 

2

----

 

(c)                                  Inthe event of the termination of a Participant’s employment for Cause, alloutstanding Options granted to such Participant shall expire at thecommencement of business on the date of such termination.

 

6.                                       Transferabilityof Options.

 

During a Participant’s lifetime, the Committeemay permit the transfer, assignment or other encumbrance of an outstandingOption unless (y) such Option is an Incentive Stock Option and the Committeeand the Participant intends that it shall retain such status, or (z) suchOption is meant to qualify for the exemptions available under Rule 16b-3,nontransferability is necessary under Rule l6b-3 in order for the award toso qualify and the Committee and the Participant intend that it shall continueto so qualify. Subject to any conditions set forth on Schedule A, aParticipant may, upon providing written notice to the Secretary of the Company,elect to transfer any or all Options granted to such Participant pursuant tothe Plan to members of his or her immediate family, including, but not limited to,children, grandchildren and spouse or to trusts for the benefit of suchimmediate family members or to partnerships in which such family members arethe only partners; provided, however, that no such transfer by any Participantmay be made in exchange for consideration.

 

7.                                       OtherRestrictions.

 

(a)                                  Notwithstandinganything in this Agreement to the contrary, the Company shall not be obligatedto cause to be issued or delivered any certificates evidencing shares ofCompany Stock pursuant to the Plan unless and until the Company is advised byits counsel that the issuance and delivery of such certificates is incompliance with all applicable laws, regulations of governmental authority andthe requirements of any securities exchange on which shares of Company Stockare traded. The Committee may require, as a condition of the issuance anddelivery of certificates evidencing shares of Company Stock pursuant to thePlan, that the recipient of such shares make such agreements andrepresentations, and that such certificates bear such legends, as theCommittee, in its sole discretion, deems necessary or desirable.

 

(b)                                 Thetransfer of any shares of Company Stock hereunder shall be effective only atsuch time as counsel to the Company shall have determined that the issuance anddelivery of such shares is in compliance with all applicable laws, regulationsof governmental authority and the requirements of any securities exchange onwhich shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness ofany transfer of shares of Company Stock hereunder in order to allow theissuance of such shares to be made pursuant to registration or an exemptionfrom registration or other methods for compliance available under federal orstate securities laws.  The Committeeshall inform the Participant in writing of its decision to defer theeffectiveness of a transfer.  During theperiod of such deferral in

 

3

----

 

connectionwith the exercise of an Option, the Participant may, by written notice,withdraw such exercise and obtain the refund of any amount paid with respectthereto.

 

8.                                       Taxesand Withholdings.

 

Whenever shares of Company Stock are to bedelivered pursuant to the exercise of an Option, the Company shall have theright to require the Participant to remit to the Company in cash an amountsufficient to satisfy any federal, state and local withholding tax requirementsrelated thereto.  With the approval ofthe Committee, a Participant may satisfy the foregoing requirement by electingto have the Company withhold from delivery shares of Company Stock having avalue equal to the amount of tax to be withheld.  Such shares shall be valued at their FairMarket Value on the date of which the amount of tax to be withheld isdetermined.  Fractional share amountswill be settled in cash.  Such awithholding election may be made with respect to all or any portion of theshares to be delivered pursuant to the exercise of an Option.

 

9.                                       Notices.

 

(a)                                  Anynotice to be given under the terms of this Agreement shall be in writing andaddressed to the Company at 5 Sylvan Way, Parsippany, New Jersey 07054;Attention: Corporate Secretary and to the Participant at the address set forthon Schedule A or at such other address as either party may hereafterdesignate in writing to the other by like notice.

 

(b)                                 Inlieu of issuing documents in paperformat, to the fullest extent permitted by law, the Committee may, in itsdiscretion provide for electronic delivery of any documents that the Companymay be required to deliver (including, but not limited to, prospectuses,prospectus supplements, grant or award notifications and agreements, accountstatements, annual and quarterly reports, and all other forms or communications)in connection 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.

 

(c)                                  TheParticipant hereby agrees to notify the Company within ten days of anydispositions of shares of Company Stock issued pursuant to the exercise ofIncentive Stock Options under the Plan which constitute “disqualifyingdispositions” within the meaning of Section 421(b) of the Code (orany successor provision thereto).

 

4

----

 

10.                                 Effectof Agreement.

 

Except as otherwise provided hereunder, thisAgreement shall be binding upon and shall inure to the benefit of any successoror successors of the Company.

 

11.                                 Conflictsand Interpretation.

 

In the event of any ambiguity in thisAgreement, any term which is not defined in this Agreement or any matters as towhich this Agreement is silent, the Plan (which is incorporated herein byreference) shall govern.

 

12.                                 Amendment.

 

This Agreement may not be amended in anymanner which adversely affects the rights of the Participant except by aninstrument in writing signed by both parties hereto.  The waiver by either party of compliance withany provision of this Agreement shall not operate or be construed as a waiverof any other provision of this Agreement or of any subsequent breach by suchparty of a provision of this Agreement.

 

IN WITNESS WHEREOF, the Company has causedthis Agreement to be executed on its behalf by a duly authorized officer andthe Participant has hereunto set the Participant’s hand.

 

 
|        | DRS Technologies, Inc. |
|-------------|-----------------------------|
|        |                        |
|        |                        |
|        | By:                         |   |   |
|        |                        | Richard A.  Schneider |
|        |                        | Executive  Vice President/CFO |
|        |                        |
| Participant |                        |
|        |                        |
|        |                        |   |
|             |                             |  |  |  |

 

5

----

 

**SCHEDULE A**

 

**DRSTECHNOLOGIES, INC.**

**1996OMNIBUS PLAN**

**Noticeof Stock Option Grant**

 

**Identification**

 

Name of Participant:

Address of Participant:

 

 

Date of Stock Option Agreement:

 

**Stock Options Granted**

 

Number of Stock Options:

 

Grant Date:

 

Exercise Price Per Share:

 

Vesting Schedule:

 

6

----