**EXHIBIT 10.1**

**DRS TECHNOLOGIES, INC.**

**EXECUTIVE SEVERANCE PLAN**

TheCompany hereby adopts, as of the Effective Date, the DRS Technologies, Inc.Executive Severance Plan for the benefit of certain employees of the Companyand its subsidiaries, on the terms and conditions stated herein. Allcapitalized terms used herein are defined in Section 1 hereof. The Plan,as set forth herein, is intended to help retain qualified employees, maintain astable work environment and provide economic security to certain employees ofthe Company in the event of certain terminations of employment following aChange in Control. The Plan, as a “severance pay arrangement” within themeaning of section 3(2)(B)(i) of ERISA, is intended to be excepted fromthe definitions of “employee pension benefit plan” and “pension plan” set forthunder section 3(2) of ERISA, and is intended to meet the descriptiverequirements of a plan constituting a “severance pay plan” within the meaningof regulations published by the Secretary of Labor at Title 29, Code of FederalRegulations §2510.3-2(b).

SECTION 1.   *DEFINITIONS*.  As used herein:

SECTION 1.1   “*Auditor*” meansthe Company’s independent registered public accounting firm immediatelyprior to the Change in Control.

SECTION 1.2   “*Board*” means the Board of Directors of the Company.

SECTION 1.3   “*Cause*” means (i) the willful and continued failure bythe Eligible Employee substantially to perform his duties and obligations tothe Company (other than any such failure resulting from his incapacity due tophysical or mental illness); (ii) the willful engaging by the EligibleEmployee in misconduct which is materially injurious to the Company; (iii) thecommission by the Eligible Employee of a crime (including, but not limited to afelony). For purposes of this Section 1.3, no act, or failure to act, onan Eligible Employee’s part shall be considered “willful” unless done, oromitted to be done, by the Eligible Employee in bad faith and withoutreasonable belief that his action or omission was in the best interest of theCompany.

SECTION 1.4   “*Change in Control*” shall mean the occurrence of the eventset forth in any one of the following paragraphs:

(i) any Person is or becomes the BeneficialOwner, directly or indirectly, of securities of the Company (not including inthe securities beneficially owned by such Person any securities acquireddirectly from the Company or its affiliates) representing 20% or more of thecombined voting power of the Company’s then outstanding securities, excludingany Person who becomes such a Beneficial Owner in connection with a transactiondescribed in clause (A) of paragraph (iii) below; or

(ii) the following individuals cease for anyreason to constitute a majority of the number of directors then serving:individuals who, on the date hereof, constitute the Board and any new director(other than a director whose initial assumption of office is in connection withan actual or threatened election contest, including but not limited to aconsent solicitation, relating to the election of directors of the Company)whose appointment or election by the Board or nomination for election by theCompany’s stockholders was approved or recommended by a vote of at leasttwo-thirds of the directors then still in office who either were directors onthe date hereof or whose appointment, election or nomination for election waspreviously so approved or recommended; or

(iii) there is consummated a merger orconsolidation of the Company or any direct or indirect subsidiary of theCompany with any other corporation, other than (A) a merger orconsolidation which would result in the voting securities of the Company,outstanding immediately prior to such merger or consolidation continuing torepresent (either by remaining outstanding or by being 

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converted into votingsecurities of the surviving entity or any parent thereof) at least 60% of thecombined voting power of the securities of the Company or such surviving entityor any parent thereof outstanding immediately after such merger orconsolidation, or (B) a merger or consolidation effected to implement arecapitalization of the Company (or similar transaction) in which no Person isor becomes the Beneficial Owner, directly or indirectly, of securities of theCompany (not including in the securities Beneficially Owned by such Person anysecurities acquired directly from the Company or its Affiliates other than inconnection with the acquisition by the Company or its Affiliates of a business)representing 20% or more of the combined voting power of the Company’s thenoutstanding securities; or

(iv) the stockholders of the Company approve aplan of complete liquidation or dissolution of the Company or there isconsummated an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets, other than a sale or disposition bythe Company of all or substantially all of the Company’s assets to an entity,at least 60% of the combined voting power of the voting securities of which areowned by the stockholders of the Company in substantially the same proportionsas their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, any event ortransaction which would otherwise constitute a Change in Control (a “Transaction”)shall not constitute a Change in Control for purposes of this Plan with respectto an Eligible Employee if, in connection with the Transaction, such EligibleEmployee participates as an equity investor in the acquiring entity or any ofits affiliates (the “Acquiror”). For purposes of the preceding sentence, anEligible Employee shall not be deemed to have participated as an equityinvestor in the Acquiror by virtue of (i) obtaining beneficial ownershipof any equity interest in the Acquiror as a result of the grant to the EligibleEmployee of an incentive compensation award under one or more incentive plansof the Acquiror (including, but not limited to, the conversion in connectionwith the Transaction of incentive compensation awards of the Company intoincentive compensation awards of the Acquiror), on terms and conditionssubstantially equivalent to those applicable to other executives of the Companyimmediately prior to the Transaction, after taking into account normaldifferences attributable to job responsibilities, title and the like, or (ii) obtainingbeneficial ownership of any equity interest in the Acquiror on terms andconditions substantially equivalent to those obtained in the Transaction by allother stockholders of the Company.

For purposes of this definition: “*Person*”shall have the meaning given in section 3(a)(9) of the Securities ExchangeAct of 1934, as amended (the “*Act*,”), asmodified and used in sections 13(d) and 14(d) thereof, exceptthat such term shall not include (i) the Company or any of itssubsidiaries, (ii) a trustee or other fiduciary holding securities underan employee benefit plan of the Company or any of its Affiliates, (iii) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities, or (iv) a corporation owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as theirownership of stock of the Company. “*Beneficial Owner*”shall have the meaning set forth in Rule 13d-3 under the Act. “*Affiliate*” shall have the meaning set forth in Rule 12b-2promulgated under section 12 of the Act.

SECTION 1.5   “*Code*” means the Internal Revenue Code of 1986, as it may beamended from time to time.

SECTION 1.6   “*Company*” means DRS Technologies, Inc. (collectivelywith its subsidiaries) or any successors thereto.

SECTION 1.7   “*Confidential Information*” means all non-public informationof the Company’s business and its customers and affiliates of such customers,including but not limited to, the pendency or contemplation of certaintransactions, the identity of the Company’s customers, the kinds of servicesprovided by the Company to customers and offered to be performed for potentialcustomers, computer 

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software applications andother programs, personnel information and other trade secrets. “ConfidentialInformation” does not include information which (i) is or becomesavailable to the public generally (other than as a result of the EligibleEmployee’s disclosure) or (ii) becomes available to the Eligible Employeeon a non-confidential basis from a source other than the Company.

SECTION 1.8   “*Effective Date*” means November 3, 2005.

SECTION 1.9   “*Eligible Employee*” means any Level 1 Employee or Level 2Employee, as designated by the Plan Administrator from time to time; providedsuch Level 1 Employee or Level 2 Employee has signed an acknowledgement of theterms and conditions of the Plan including, without limitation, the restrictivecovenants contained in Section 5 hereof.

SECTION 1.10   “*ERISA*” means the Employee Retirement Income Security Act of1974, as it may be amended from time to time.

SECTION 1.11   “*Excise Tax*” means any excise tax imposed under section 4999of the Code.

SECTION 1.12   “*Good Reason*” means the occurrence, on or after the date of aChange in Control and without the affected Eligible Employee’s written consent,of (i) a reduction in the Eligible Employee’s annual base salary or wages,other than as part of a general reduction applicable to substantially allemployees of the Company employed in the United States or (ii) therelocation of the Eligible Employee’s principal place of employment to alocation more than fifty (50) miles from the Eligible Employee’s principalplace of employment immediately prior to the Change in Control.

SECTION 1.13   “*Key Employee*” means any Eligible Employee described insection 409A(a)(2)(B)(i) of the Code.

SECTION 1.14   “*Level 1 Employee*” shall mean each individual designated bythe Plan Administrator from time to time as a Level 1 Employee. The PlanAdministrator has designated the individuals set forth in Attachment 1 heretoas Level 1 Employees.

SECTION 1.15   “*Level 2 Employee*” shall mean each individual designated bythe Plan Administrator from time to time as a Level 2 Employee. The PlanAdministrator has designated the individuals set forth in Attachment 2 heretoas Level 2 Employees.

SECTION 1.16   “*Most Recent Bonus*” shall be the annual bonus paid to theEligible Employee for the last full fiscal year prior to the Severance Date.

SECTION 1.17   “*Plan*” means the DRS Technologies, Inc. ExecutiveSeverance Plan, as set forth herein, as it may be amended from time to time.

SECTION 1.18   “*Plan Administrator*” means the person or persons, who may beemployees of the Company, appointed from time to time by the Board to administerthe Plan which appointment may be revoked at any time by the Board.

SECTION 1.19   “*Pro Rata Bonus*” shall be the amount equal to the EligibleEmployee’s target bonus for the fiscal year in which the Severance Date occurs,pro-rated for the period of the Eligible Employee’s employment with the Companyduring the fiscal year in which the Severance Date occurs.

SECTION 1.20   “*Restricted Period*” means twelve months immediately followingthe Severance Date.

SECTION 1.21   “*Severance*”means the termination of an Eligible Employee’s employment with the Company onor within two years following the date of a Change in Control (i) by theCompany other than for Cause or (ii) by the Eligible Employee for GoodReason. Notwithstanding the foregoing, an Eligible Employee will not beconsidered to have incurred a Severance (a) if his employment isdiscontinued by reason of the Eligible Employee’s death or a physical or mentalcondition causing such Eligible Employee’s inability to substantially performhis duties with the Company, including, without limitation, such condition 

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entitling him to benefitsunder any sick pay or disability income policy or program of the Company or (b) byreason of the divestiture of a facility, sale of a business or business unit,or the outsourcing of a business activity with which the Eligible Employee isaffiliated if the Eligible Employee is offered comparable employment by thesuccessor company and the successor company assumes the Company’sresponsibilities under the Plan with respect to such Eligible Employee.

SECTION 1.22   “*SeveranceDate*” means the date on or after the date of the Change in Controlon which an Eligible Employee incurs a Severance.

SECTION 1.23   “*SeveranceMultiplier*” means (i) with respect to each Level 1 Employee,2.5 and (ii) with respect to each Level 2 Employee, 2.

SECTION 1.24   “*SeverancePay*” means the payment determined pursuant to Section 2.1hereof.

SECTION 1.25   “*SeverancePeriod*” means (i) with respect to each Level 1 Employee, theshorter of (x) thirty months immediately following the Severance Date and (y) theperiod ending on the last day of the second calendar year following thecalendar year in which the Severance Date occurs; and (ii) with respect toeach Level 2 Employee, twenty-four months immediately following the SeveranceDate.

SECTION 1.26   “*SeveredEmployee*” is an Eligible Employee (including any Key Employee) whoincurs a Severance.

SECTION 1.27   “*Tax Counsel*”means tax counsel reasonably acceptable to the Eligible Employee and selectedby the Auditor (which Tax Counsel may be the Company’s general counsel).

SECTION 1.28   “*Total Payments*” means any payment or benefit received inconnection with a Change in Control or the termination of the Severed Employee’semployment, whether pursuant to the terms of the Plan or any other plan,arrangement or agreement.

SECTION 2.   *BENEFITS*.

SECTION 2.1   Each Severed Employee shall beentitled, subject to Section 2.6 hereof, to receive Severance Pay in anamount equal to the sum of (i) his annual base salary or wages multipliedby the applicable Severance Multiplier; (ii) his Most Recent Bonusmultiplied by the applicable Severance Multiplier; and (iii) the Pro RataBonus. For purposes of this Section, “annual base salary or wages” shall be theSevered Employee’s annual base salary or wages (excluding bonuses, commissions,premium pay, and similar compensation) immediately prior to the Severance(without regard to any reduction therein which constitutes Good Reason). SeverancePay shall be paid to an eligible Severed Employee in a cash lump sum, as soonas practicable following the Severance Date, but in no event later than ten (10) businessdays immediately following the expiration of the revocation period, if any,applicable to such Severed Employee’s written release, described in Section 2.6hereof. In the case of any Key Employee such Severance Pay shall be paid assoon as practicable following the date six months after the Severance Date; *provided*, the foregoing shall only apply to the extent theCompany determines such delay is required under section 409A of the Code.

SECTION 2.2   Subject to Section 2.6hereof, during the Severance Period, the Company shall provide disability,accident and health insurance benefits to each Severed Employee and hiseligible dependants that are substantially similar to those provided to theSevered Employee and his eligible dependents immediately prior to the SeveranceDate or, if more favorable to the Severed Employee, those provided to theSevered Employee and his eligible dependents immediately prior to the firstoccurrence of an event or circumstance constituting Good Reason, at no greaterafter tax cost to the Severed Employee than the after tax cost to the SeveredEmployee immediately prior to such date or occurrence; *provided*, *however*, that the Company shall have no further obligationto provide the Severed Employee or his eligible dependents benefits under this Section 2.2 beginningon the day the Severed Employeefirst commences 

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subsequentemployment. The Severed Employee will promptly notify the Company in writing ofsuch subsequent employment.

SECTION 2.3   Any equity based awards grantedto a Severed Employee under the Company’s 1996 Omnibus Plan or any successorplan shall vest and remain exercisable as provided in the Company’s 1996Omnibus Plan or any successor plan.

SECTION 2.4   In the event of a claim by aSevered Employee as to the amount or timing of any payment or benefit, suchSevered Employee shall present the reason for his claim in writing to the PlanAdministrator. The Plan Administrator shall, within sixty (60) days afterreceipt of such written claim, send a written notification to the SeveredEmployee as to its disposition. In the event the claim is wholly or partiallydenied, such written notification shall (i) state the specific reason orreasons for the denial, (ii) make specific reference to pertinent Planprovisions on which the denial is based, (iii) provide a description ofany additional material or information necessary for the Severed Employee toperfect the claim and an explanation of why such material or information isnecessary, and (iv) set forth the procedure by which the Severed Employeemay appeal the denial of his claim. In the event a Severed Employee wishes toappeal the denial of his claim, he may request a review of such denial bymaking application in writing to the Plan Administrator within sixty (60) daysafter receipt of such denial. Such Severed Employee (or his duly authorizedlegal representative) may, upon written request to the Plan Administrator,review any documents pertinent to his claim, and submit in writing issues andcomments in support of his position. Within sixty (60) days after receipt of awritten appeal (unless special circumstances, such as the need to hold ahearing, require an extension of time, but in no event more than one hundredtwenty (120) days after such receipt), the Plan Administrator shall notify theSevered Employee of the final decision. The final decision shall be in writingand shall include specific reasons for the decision, written in a mannercalculated to be understood by the claimant, and specific references to thepertinent Plan provisions on which the decision is based.

SECTION 2.5   Notwithstanding anything in thePlan to the contrary, Severed Employees shall be entitled to receive benefitsunder the Company’s Supplemental Executive Retirement Plan to the extent setforth in such plan.

SECTION 2.6   No Severed Employee shall beeligible to receive Severance Pay or other benefits under the Plan unless hefirst executes a written release substantially in the form attached as *Exhibit A* hereto and complies with the restrictivecovenants set forth in Section 5 hereof.

SECTION 2.7   TheCompany shall be entitled to withhold from amounts to be paid to the SeveredEmployee hereunder any federal, state or local withholding or other taxes whichit is from time to time required by law to withhold.

SECTION 3.   *EXCISE TAXES*.

SECTION 3.1   Notwithstanding any otherprovision of the Plan, in the event that any portion or all of the TotalPayments received or to be received by a Severed Employee would be subject (inwhole or part), to the Excise Tax, then, after taking into account anyreduction in the Total Payments provided in such other plan, arrangement oragreement due to the applicability of section 280G of the Code, the SeverancePay shall first be reduced, and the other benefits under the Plan shallthereafter be reduced, to the extent necessary so that no portion of the TotalPayments is subject to the Excise Tax, but only if (A) the net amount ofsuch Total Payments, as so reduced (and after subtracting the net amount offederal, state and local income taxes on such reduced Total Payments and aftertaking into account the phase out of itemized deductions and personalexemptions attributable to such reduced Total Payments) is greater than orequal to (B) the net amount of such Total Payments without such reduction(but after subtracting the net amount of federal, state and local income taxeson such Total Payments and the amount of Excise Tax to which the SeveredEmployee would be subject in respect of such unreduced Total 

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Payments and after takinginto account the phase out of itemized deductions and personal exemptionsattributable to such unreduced Total Payments); *provided*,*however*, that the Severed Employee mayelect to have other benefits under the Plan reduced (or eliminated) prior toany reduction of the cash Severance Pay.

SECTION 3.2   Forpurposes of determining whether and the extent to which the Total Payments willbe subject to the Excise Tax, (i) no portion of the Total Payments thereceipt or enjoyment of which the Severed Employee shall have waived at suchtime and in such manner as not to constitute a “payment” within the meaning ofsection 280G(b) of the Code shall be taken into account, (ii) noportion of the Total Payments shall be taken into account which, in the opinionof Tax Counsel, does not constitute a “parachute payment” within the meaning ofsection 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) ofthe Code) and, in calculating the Excise Tax, no portion of such Total Paymentsshall be taken into account which, in the opinion of Tax Counsel, constitutesreasonable compensation for services actually rendered, within the meaning ofsection 280G(b)(4)(B) of the Code, in excess of the Base Amountallocable to such reasonable compensation, and (iii) the value of any non-cashbenefit or any deferred payment or benefit included in the Total Payments shallbe determined by the Auditor in accordance with the principles of sections 280G(d)(3) and(4) of the Code.

SECTION 4.   *PLAN ADMINISTRATION*.

SECTION 4.1   The Plan shall be interpreted,administered and operated by the Plan Administrator, who shall have completeauthority, in its sole discretion subject to the express provisions of thePlan, to interpret the Plan, to prescribe, amend and rescind rules andregulations relating to it, to designate Eligible Employees and to make allother determinations necessary or advisable for the administration of the Plan.

SECTION 4.2   All questions of any characterwhatsoever arising in connection with the interpretation of the Plan or itsadministration or operation shall be submitted to and settled and determined bythe Plan Administrator in an equitable and fair manner in accordance with theprocedure for claims and appeals described in Section 2.5 hereof. Any suchsettlement and determination shall be final and conclusive, and shall bind andmay be relied upon by the Company, each of the Severed Employees and all otherparties in interest.

SECTION 4.3   The Plan Administrator maydelegate any of its duties hereunder to such person or persons from time totime as it may designate.

SECTION 4.4   ThePlan Administrator is empowered, on behalf of the Plan, to engage accountants,legal counsel (which may be the Company’s general counsel) and such otherpersonnel as it deems necessary or advisable to assist it in the performance ofits duties under the Plan. The functions of any such persons engaged by thePlan Administrator shall be limited to the specified services and duties forwhich they are engaged, and such persons shall have no other duties,obligations or responsibilities under the Plan. Such persons shall exercise nodiscretionary authority or discretionary control respecting the management ofthe Plan. All reasonable expenses thereof shall be borne by the Company.

SECTION 5.   *RESTRICTIVE COVENANTS*

SECTION 5.1   During and after the period ofan Eligible Employee’s employment, the Eligible Employee may not, directly orindirectly, whether individually, as a director, stockholder, owner, partner,employee, principal or agent of any business, or in any other capacity, makeknown, disclose, furnish, make available or utilize any ConfidentialInformation, other than in the proper performance of such Eligible Employee’sduties for the Company, or as required by a court of competent jurisdiction orother administrative or legislative body; *provided*, *however*, that prior to disclosing any of the ConfidentialInformation as required by a court or other administrative or legislative body,such Eligible Employee shall promptly notify the Company so that the Companymay seek a protective order or other appropriate 

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remedy. Upon terminationof an Eligible Employee’s employment with the Company for any reason, suchEligible Employee will promptly return all Confidential Information, includingall photocopies, extracts and summaries thereof, and any such informationstored electronically on tapes, computer disks or in any other manner to theCompany.

SECTION 5.2   During an Eligible Employee’semployment by the Company and during the Restricted Period, the EligibleEmployee may not solicit for employment any employee of the Company withoutprior written approval of the Board.

SECTION 5.3   Therestrictive covenants set forth in this Section 5 shall be in addition toany restrictive covenants set forth in an employment or other agreement betweenthe Company and the Eligible Employee.

SECTION 6.   *PLAN MODIFICATION OR TERMINATION*.

ThePlan may be amended or terminated by the Board at any time; provided, however,that except as required by law, the Plan may not be amended or terminatedwithin two (2) years immediately following a Change in Control in a mannerthat would adversely affect the rights of Eligible Employees under the Planwithout the express written consent of each Eligible Employee so affected. Followingan Eligible Employee’s Severance, no Plan termination or amendment shalladversely affect the rights of such Severed Employee under the Plan, withoutsuch Severed Employee’s written consent.

SECTION 7.   *GENERAL PROVISIONS*.

SECTION 7.1   Except as otherwise providedherein or by law, no right or interest of any Eligible Employee under the Planshall be assignable or transferable, in whole or in part, either directly or byoperation of law or otherwise, including without limitation, by execution,levy, garnishment, attachment, pledge or in any manner; no attempted assignmentor transfer thereof shall be effective; and no right or interest of anyEligible Employee under the Plan shall be subject to, any obligation orliability of such Eligible Employee. When a payment is due under the Plan to aSevered Employee who is unable to care for his affairs, payment may be madedirectly to his legal guardian or personal representative.

SECTION 7.2   If the Company is obligated bylaw or by contract to pay severance pay, a termination indemnity, notice pay,or the like, or if the Company is obligated by law to provide advance notice ofseparation, then any Severance Pay paid to a Severed Employee hereunder shallbe reduced by the amount of any such severance pay, termination indemnity,notice pay or the like, as applicable, and by the amount of any salary or wagesreceived by the Severed Employee after the Company provided notice of separationaccording to Section 7.4 hereof.

SECTION 7.3   If the Company and the SeveredEmployee who was a Level 1 Employee become involved in any action, suit orproceeding relating to the alleged breach of the Company’s obligations underthis Plan, the Company shall reimburse the Severed Employee for all expenses(including reasonable attorney’s fees) incurred by the Severed Employee inconnection with such action, suit or proceeding; provided, however, that theCompany will not reimburse the Severed Employee for any amounts incurred by theSevered Employee in any action, suit or proceeding which is adjudicated to befrivolous. Such costs shall be paid to such Severed Employee promptly uponpresentation of expense statements or other supporting information evidencingthe incurrence of such expenses.

SECTION 7.4   All notices or othercommunications hereunder shall be in writing and shall be deemed to have beenduly given (a) when delivered personally, (b) upon confirmation ofreceipt when such notice or other communication is sent by facsimile or telex, (c) oneday after timely delivery to an overnight delivery courier, or (d) on thefifth day following the date of deposit in the United States mail if sent firstclass, postage prepaid, by registered or certified mail. The address for theCompany shall be as 

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follows: DRS Technologies, Inc.,5 Sylvan Way, Parsippany, New Jersey 07054. The address for each EligibleEmployee shall be the address on file with the Company.

SECTION 7.5   Neither the establishment ofthe Plan, nor any modification thereof, nor the creation of any fund, trust oraccount, nor the payment of any benefits shall be construed as giving anyEligible Employee, or any person whomsoever, the right to be retained in theservice of the Company, and all Eligible Employees shall remain subject todischarge to the same extent as if the Plan had never been adopted.

SECTION 7.6   If any provision of the Planshall be held invalid or unenforceable, such invalidity or unenforceabilityshall not affect any other provisions herein, and the Plan shall be construedand enforced as if such provisions had not been included.

SECTION 7.7   The Plan shall be binding uponthe heirs, executors, administrators, successors and assigns of the parties,including each Eligible Employee, present and future, and any successor to theCompany.

SECTION 7.8   The headings and captionsherein are provided for reference and convenience only, shall not be consideredpart of the Plan, and shall not be employed in the construction of the Plan. Wheneverany words are used herein in the masculine gender, they shall be construed asthough they were also used in the feminine gender in all cases where they wouldso apply, and, whenever any words are used herein in the singular form, theyshall be construed as though they were also used in the plural form in allcases where they would so apply.

SECTION 7.9   The Plan shall not be funded. NoEligible Employee shall have any right to, or interest in, any assets of anyCompany which may be applied by the Company to the payment of benefits or otherrights under the Plan.

SECTION 7.10   The Plan shall be construed andenforced according to the laws of the State of Delaware without reference toits choice of law rules.

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**Exhibit A**

**RELEASE**

(a)   (“*Employee*”) for and in consideration of the payments andbenefits provided pursuant to the DRS Technologies, Inc. ExecutiveSeverance Plan (the “Plan”) maintained by DRS Technologies, Inc. (the “*Company*”), on behalf of Employee and Employee’s heirs,executors, administrators, successors and assigns, voluntarily, knowingly andwillingly releases and discharges the Company and its parents, subsidiaries andaffiliates (collectively, the “*Company Group*”),together with their respective present and former partners, officers,directors, employees and agents, and each of their predecessors, heirs, executors,administrators, successors and assigns, and any and all employee pension orwelfare benefit plans of the Company, including current and former trustees andadministrators of these plans (collectively, the “*CompanyReleasees*”) from any and all charges, complaints, claims, promises,agreements, controversies, causes of action, demands, damages and liabilities (“Claims”)of any nature whatsoever, known or unknown, suspected or unsuspected, whichagainst the Company Releasees, jointly or severally, Employee or Employee’sheirs, executors, administrators, successors or assigns ever****had or now have by reason of any matter,cause or thing whatsoever arising from the beginning of time to the timeEmployee executes this release (the “Release”). This Release includes, withoutlimitation, any Claims arising out of or relating in any way to Employee’semployment or director relationship with the Company, or the terminationthereof, any Claims arising under any statute or regulation, including but notlimited to the Age Discrimination in Employment Act of 1967,****Title VII of the Civil RightsAct of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Actof 1990, the Family and Medical Leave Act of 1993, the Employee RetirementIncome Security Act of 1974, the New Jersey Law Against Discrimination or theNew Jersey Conscientious Employee Protection Act,(1) each as amended, or anyother federal, state or local law, regulation, ordinance or common law, orunder any policy, agreement, understanding or promise, written or oral, formalor informal, between any Company Releasee and Employee. Employee shall not beentitled to any recovery, in any action or proceeding that may be commenced onEmployee’s behalf in any way arising out of or relating to the matters releasedunder this Release. Notwithstanding the foregoing, nothing herein shall releaseany Company Releasee from any Claim based on (i) Employee’s rights underthe Plan or any other plan or agreement with the Company (including, but notlimited to, any stock option agreements), (ii) any right or claim thatarises after the date Employee executes this Release, (iii) Employee’seligibility for indemnification in accordance with applicable laws or thecertificate of incorporation or by-laws of the Company (or any affiliate orsubsidiary) or any applicable insurance policy, with respect to any liabilityEmployee incurs or incurred as a director, officer or employee of the Companyor any affiliate or subsidiary (including as a trustee, director or officer ofany employee benefit plan) or (iv) any rights Employee may have to vestedbenefits under any employee benefit plan or program.

(b)   Employee has been advised to consult with anattorney of Employee’s choice prior to signing this Release, has done so andenters into this Release freely and voluntarily.

**[**(c)   Employeeacknowledges that the Company has enclosed with this Release informationconcerning (i) the ages and job titles of all employees who are eligibleto receive severance pay and (ii) the ages of all employees in the samejob classification or organizational unit who are not eligible to receiveseverance pay.**]**(2)

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(1)          If employees are locatedin states other than New Jersey, insert applicable state laws.

(2)          This paragraph is to beincluded only for applicable group terminations or exit incentive programs.

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(d)   Employee has had atleast **[**twenty-one (21)**]****[**forty-five(45)**]**(3) calendar days to consider the terms of this Release. OnceEmployee has signed this Release, Employee has seven (7) additional daysto revoke Employee’s consent and may do so by writing to the Company inaccordance with Section 7.4 of the Plan. Employee’s Release shall not beeffective, and no payments or benefits shall be due under the Plan, until theeighth day after Employee has executed this Release and returned it to theCompany, assuming that Employee has not revoked Employee’s consent to thisRelease during such time (the “Revocation Date”).

(e)   In the event that any one or more of theprovisions of this Release shall be held to be invalid, illegal orunenforceable, the validity, legality and enforceability of the remainderthereof shall not in any way be affected or impaired thereby.

(f)   This Release shall be governed by the law ofthe State of New Jersey without reference to its choice of law rules.

(g)   ThisRelease sets forth the entire understanding and agreement of the parties heretoregarding the subject matter of this Release. This Release supersedes all priornegotiations, discussions, correspondence, communications, understandings andagreements between the parties relating to the subject matter of this Release.

| DRS TECHNOLOGIES, INC.                                                                                                                                                     |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| By:                                                                                                                                                                        |   |   |
| Name:                                                                                                                                                                      |   |
| Title:                                                                                                                                                                     |   |
| Signed as of  this      day  of                  . |
|                                                                                                                                                                       |   |   |
| Employee                                                                                                                                                                   |   |
| Signed as of this      day  of                  .  |   |
|                                                                                                                                                                            |        |  |  |

 

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(3)          Use longer period forapplicable group terminations or exit incentive programs.

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