EX-10.2






Exhibit 10.2




L-3 COMMUNICATIONS HOLDINGS, INC.

2008 DIRECTORS STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Version 0001)




     This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as
defined below), is between L-3 Communications Holdings, Inc., a Delaware corporation (the
“Corporation”), and the Participant (as defined below).



     1. Definitions. The following terms shall have the following meanings for purposes of
this Agreement:



          (a) “Award Letter” shall mean the letter to the Participant attached hereto as Exhibit A.




          (b) “Change in Control” means:





          (1) The acquisition by any person or group (including a group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its
subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of a majority of the combined voting power of the Corporation’s then
outstanding voting securities, other than by any employee benefit plan maintained by the
Corporation;




          (2) The sale of all or substantially all the assets of the Corporation and its
subsidiaries taken as a whole; or




          (3) The election, including the filling of vacancies, during any period of 24 months or
less, of 50% or more of the members of the Board of Directors, without the approval of
Continuing Directors, as constituted at the beginning of such period. “Continuing
Directors” shall mean any director of the Corporation who either (i) is a member of the
Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of
Directors by a majority of the Board which is comprised of directors who were, at the time
of such nomination, Continuing Directors.



          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.




          (d) “Grant Date” shall mean the “Grant Date” listed in the Award Letter.




          (e) “Participant” shall mean the “Participant” listed in the Award Letter.




          (f) “Restricted Period” shall mean the period beginning on the Grant Date and expiring on the
earlier of (i) the date on which the Participant ceases to be a director of the Corporation or (ii)
the occurrence of a Change in Control that constitutes a Section 409A Change in Control Event.




          (g) “Restricted Units” shall mean that number of restricted units listed in the Award Letter
as “Awards Granted,” as the same may be adjusted from time to time in accordance with the terms
hereof.




 









 








          (h) “Section 409A Change in Control Event” shall mean a change in ownership or effective
control of the Corporation, or in the ownership of a substantial portion of the assets of the
Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code.




          (i) “Shares” shall mean a number of shares of the Corporation’s Common Stock, par value $0.01
per share, equal to the number of Restricted Units.




          (j) “Specified Employee” shall mean a “specified employee” as defined in Treasury Regulation
Section 1.490A-1(i).




          (k) “Vesting Date” shall mean the earliest of: (a) the first anniversary of the Grant Date (or
if earlier, the date of the Corporation’s first regular annual meeting of stockholders held after
the Grant Date), (b) the termination of the Participant’s service as a director of the Corporation
by reason of death or permanent disability or (c) the occurrence of a Change in Control (without
regard to whether such event constitutes a Section 409A Change in Control Event).




     2. Grant of Units. The Corporation hereby grants the Restricted Units to the
Participant, each of which represents the right to receive one Share upon the expiration of the
Restricted Period, subject the terms, conditions and restrictions set forth in the L-3
Communications Holdings, Inc. 2008 Directors Stock Incentive Plan (the “Plan”) and this Agreement.



     3. Restricted Unit Account. The Corporation shall cause an account (the “Unit
Account”) to be established and maintained on the books of the Corporation to record the number of
Restricted Units credited to the Participant under the terms of this Agreement. The Participant’s
interest in the Unit Account shall be that of a general, unsecured creditor of the Corporation.



     4. Restrictions on Transfer During Restricted Period. Until the Restricted Period has
expired or terminated, the Restricted Units shall not be sold, assigned, transferred, pledged,
hypothecated, loaned, or otherwise disposed of, and during the Participant’s lifetime the
Participant’s rights with respect to the Restricted Units shall be exercised only by such
Participant or by his or her guardian or legal representative, except that the Restricted Units may
be transferred by will or by the laws of descent and distribution. Any sale, assignment, transfer,
pledge, hypothecation, loan or other disposition other than in accordance with this Section 4 shall
be null and void.



     5. Vesting; Forfeiture. Notwithstanding anything in this agreement to the contrary,
the Participant shall forfeit the Restricted Units and all of the Participants rights hereunder
shall cease (unless otherwise provided for by the Committee in accordance with the Plan) in the
event that either: (a) the Restricted Period expires prior to the Vesting Date or (b) the
Participant is removed as director of the Corporation for cause.



     6. Dividend Equivalents. If the Corporation pays a cash dividend or distribution on
its Common Stock, the Participant’s Unit Account shall be credited as of the payment date with an
additional number of Restricted Units equal to the following calculation (rounded up or down to the
nearest whole number): (i) the amount payable per share of Common Stock outstanding as of record
date of the dividend or distribution, multiplied by (ii) the number of Restricted Units credited to
the Participant’s Unit Account as of the record date for the dividend or distribution, divided by
(iii) the Fair Market Value (as defined in the Plan) of a share of Common Stock as of the payment
date.



     7. No Right to Continue as a Director. Nothing in this Agreement or the Plan shall
be interpreted or construed to confer upon the Participant any right to continue as a director of
the



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Corporation, nor shall this Agreement or the Plan interfere in any way with the right of the
Corporation or its directors or stockholders to remove the Participant as a director in accordance
with the by-laws of the Corporation.




     8. No Rights as a Stockholder. The Participant’s interest in the Restricted Units
shall not entitle the Participant to any rights as a stockholder of the Corporation. The
Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a
stockholder of the Corporation in respect of, the Shares unless and until such Shares have been
issued to the Participant in accordance Section 11.



     9. Adjustments Upon Change in Capitalization. In the event of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split, stock dividend or similar
capital adjustment, as a result of which shares of any class shall be issued in respect of
outstanding shares of the Corporation’s Common Stock or shares of Corporation’s Common Stock shall
be changed into a different number of shares or into another class or classes or into other
property or cash, the Restricted Units, the Participant’s Unit Account and/or the Shares shall be
adjusted to reflect such event so as to preserve (without enlarging) the value of the award
hereunder, with the manner of such adjustment to be determined by the Committee in its sole
discretion. This paragraph shall also apply with respect to any extraordinary dividend or other
extraordinary distribution in respect of the Corporation’s Common Stock (whether in the form of
cash or other property).



     10. General Restrictions. Notwithstanding anything in this Agreement to the contrary,
the Corporation shall have no obligation to issue or transfer the Shares as contemplated by this
agreement unless and until such issuance or transfer shall comply with all relevant provisions of
law and the requirements of any stock exchange on which the Corporation’s shares are listed for
trading.



     11. Issuance of Shares. Upon the expiration of the Restricted Period and subject to
Sections 5 and 10 and payment by the Participant of any applicable withholding taxes, the
Corporation shall, as soon as reasonably practicable (and in any event within 75 days of the
expiration of the Restricted Period), issue the Shares to the Participant, free and clear of all
restrictions; provided, that if the expiration of the Restricted Period results from a
Section 409A Change in Control Event, then notwithstanding the foregoing, the Shares shall be
issued within 30 days of the Section 409A Change in Control Event; provided
further, that in the event the Participant is a Specified Employee and the expiration of
the Restricted Period does not result from the death of the Participant or a Section 409A Change in
Control Event, then notwithstanding the foregoing, the Shares shall be issued as soon as reasonably
practicable following (and not prior to) the date that is six months after the expiration of the
Restricted Period (and in any event within 75 days after such date). The Corporation shall not be
required to deliver any fractional Shares, but shall pay, in lieu thereof, the Fair Market Value
(as defined in the Plan) thereof as of the date on which the Shares first become issuable under
this Section. The Corporation shall pay any costs incurred in connection with issuing the Shares.
Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be
eliminated. Notwithstanding the provisions of this Section, if the Restricted Units have been
transferred in accordance with the provisions of Section 4 prior to the issuance of the Shares to
the Participant in accordance with this Section, then the issuance of the Shares and any payment in
lieu of fractional Shares shall be made to the transferee(s).



     12. Subsidiary. As used herein, the term “subsidiary” shall mean, as to any person,
any corporation, association, partnership, joint venture or other business entity of which 50% or
more of the voting stock or other equity interests (in the case of entities other than
corporations), is owned or controlled (directly or
indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a
combination thereof.




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     13. Plan Governs. The Participant hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by its terms, all of which are incorporated herein by reference. The Plan
shall govern in the event of any conflict between this Agreement and the Plan.



     14. Modification of Agreement. This Agreement may be modified, amended, suspended or
terminated, and any terms or conditions may be waived, but, subject to the terms and conditions of
the Plan and this Agreement, only by a written instrument executed by the parties hereto.



     15. Severability. Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of
this Agreement shall not be affected by such holding and shall continue in full force in accordance
with their terms.



     16. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without giving effect to the
conflicts of laws principles thereof. If the Participant has received a copy of this Agreement (or
the Plan or any other document related hereto or thereto) translated into a language other than
English, such translated copy is qualified in its entirety by reference to the English version
thereof, and in the event of any conflict the English version will govern.



     17. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the
Participant or the Participant’s legal representatives. All obligations imposed upon the
Participant and all rights granted to the Corporation under this Agreement shall be final, binding
and conclusive upon the Participant’s heirs, executors, administrators and successors.



     18. Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and
all interpretations and determinations made by the Committee shall be final and binding upon the
Participant, the Corporation and all other interested persons. No member of the Committee shall be
personally liable for any action determination or interpretation made in good faith with respect to
the Plan or the Restricted Units. In its absolute discretion, the Board of Directors may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan
and this Agreement.



     19. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a
result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Participant and Corporation for all purposes.



     20. Data Privacy Consent. As a condition of the grant of the Restricted Units, the
Participant hereby consents to the collection, use and transfer of personal data as described in
this paragraph. The Participant understands that the Corporation and its subsidiaries hold certain
personal information about the Participant, including name, home address and telephone number, date
of birth, social security number, salary, nationality, job title, ownership interests or
directorships held in the Corporation or its subsidiaries, and details of all restricted units or
other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised,
vested or unvested (“Data”). The Participant further understands that the Corporation and its
subsidiaries will transfer Data among themselves as necessary for the purposes of implementation,
administration and management of the Participant’s participation in the Plan, and that the
Corporation and any of its subsidiaries may each further transfer Data to any third



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parties
assisting the Corporation in the implementation, administration and management of the Plan. The
Participant understands that these recipients may be located in the European Economic Area or
elsewhere,
such as the United States. The Participant hereby authorizes them to receive, possess, use,
retain and transfer such Data as may be required for the administration of the Plan or the
subsequent holding of shares of common stock on the Participant’s behalf, in electronic or other
form, for the purposes of implementing, administering and managing the Participant’s participation
in the Plan, including any requisite transfer to a broker or other third party with whom the
Participant may elect to deposit any shares of common stock acquired under the Plan. The
Participant may, at any time, view such Data or require any necessary amendments to it.




     21. Limitation on Rights; No Right to Future Grants. By accepting this Agreement and
the grant of the Restricted Units contemplated hereunder, the Participant expressly acknowledges
that (a) the Plan is discretionary in nature and may be suspended or terminated by the Corporation
at any time; (b) the grant of Restricted Units is a one-time benefit that does not create any
contractual or other right to receive future grants of restricted units, or benefits in lieu of
restricted units; (c) all determinations with respect to future grants of restricted units, if any,
including the grant date, the number of Shares granted and the restricted period, will be at the
sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary;
and (e) the future value of the underlying Shares is unknown and cannot be predicted with
certainty.



     22. Award Administrator. The Corporation may from time to time to designate a third
party (an “Award Administrator”) to assist the Corporation in the implementation, administration
and management of the Plan and any Restricted Units granted thereunder, including by sending Award
Letters on behalf of the Corporation to Participants, and by facilitating through electronic means
acceptance of Restricted Unit Agreements by Participants.



     23. Section 409A. This Agreement is intended to comply with the provisions of Section
409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the
Committee shall have the right to amend the terms and conditions of this Agreement in any respect
as may be necessary or appropriate to comply with Section 409A of the Code or any regulations
promulgated thereunder, including without limitation by delaying the issuance of the Shares
contemplated hereunder.



     24. Book Entry Delivery of Shares. Whenever reference in this Agreement is made to
the issuance or delivery of certificates representing one or more Shares, the Corporation may elect
to issue or deliver such Shares in book entry form in lieu of certificates.



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     25. Acceptance. This Agreement shall not be enforceable until it has been executed by
the Participant. In the event the Corporation has designated an Award Administrator, the
acceptance (including through electronic means) of the Restricted Unit award contemplated by this
Agreement in accordance with the procedures established from time to time by the Award
Administrator shall be deemed to constitute the Participant’s acknowledgment and agreement to the
terms and conditions of this Agreement and shall have the same legal effect in all respects of the
Participant having executed this Agreement by hand.



	 	 	 	 	 
	 	 	 
	By: 	L-3 COMMUNICATIONS HOLDINGS, INC.
 	 
	 	 	 	 
	 
	 	 	 
	 	
 	 
	 	Michael T. Strianese 	 
	 	President and Chief Executive Officer 	 
	 
	 	 	 
	 	
 	 
	 	Steven M. Post 	 
	 	Senior Vice President, General Counsel and
Corporate Secretary 	 
	 



Acknowledged and Agreed

as of the date first written above:






                                                            

Participant Signature





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