exv10w29



 





Exhibit 10.29




ORBITAL SCIENCES CORPORATION

1997 STOCK OPTION AND INCENTIVE PLAN




STOCK UNIT AGREEMENT




     Orbital Sciences Corporation, a Delaware corporation (the “Company”), hereby grants stock
units (“Stock Units”) relating to shares of its common stock, $.01 par value (the “Stock”), to the
individual named below as the Grantee. This grant of stock units is conditioned upon the Grantee’s
acceptance of the terms and conditions set forth in this Stock Unit Agreement (the “Agreement”) and
in the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan (the “Plan”), a copy of
which will be provided on request. The Plan will control in the event any provisions of this
Agreement should appear to be inconsistent with the terms of the Plan.



	 	 	 	 	 	 	 	 	 
	Grant Date:
	 	 	 	 	 	 	 	 
	 	 	 
	 	 
	Name of Grantee:	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	Number of Stock Units Covered by Grant:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	Vesting Schedule:	 	 	 	 






	 	 	 	 	 	 	 
	 

	 	Vesting Date
	 	Vesting Percentage	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 

	 	 






Attachment                      This is not a stock certificate or a negotiable instrument.




 









 





ORBITAL SCIENCES CORPORATION

1997 STOCK OPTION AND INCENTIVE PLAN




STOCK UNIT AGREEMENT



The capitalized terms below shall have the meanings assigned to them in the Plan, unless otherwise
defined in this Agreement.




	 	 	 
	Stock Unit Transferability

	 	This grant is an award of Stock
Units in the number of units set
forth on the cover sheet, subject to
the vesting conditions described
below. Your Stock Units may not be
transferred, assigned, pledged or
hypothecated, whether by operation
of law or otherwise, nor may the
Stock Units be made subject to
execution, attachment or similar
process.
	 
	 	 
	Vesting

	 	Your Stock Unit grant shall vest
according to the schedule set forth
on the cover sheet; provided, that,
you are an employee or director of
the Company on the relevant vesting
dates. If your employment or
directorship (“Service”) is
terminated other than by reason of
death or Total Disability, you will
forfeit any Stock Units in which you
have not yet become vested. If you
die or incur a Total Disability
prior to any of the relevant vesting
dates, then your interest in the
Stock Units will become 100% vested
upon the date of such event (the
“Accelerated Vesting Date”).
	 
	 	 
	Delivery of Stock Pursuant to Stock
Units

	 	The shares of Stock represented by
this Agreement shall be delivered to
you, or to your eligible beneficiary
or your estate on the vesting dates
set forth on the cover sheet (the
“Vesting Dates”) or on the
Accelerated Vesting Date, as
applicable; provided, that, if your
Service is terminated other than by
reason of death, Total Disability or
Cause prior to any of the Vesting
Dates, you will instead be delivered
the vested portion of the shares of
Stock represented by this Agreement.
If the Board determines that you
engaged in conduct that would
constitute Cause, then you shall
forfeit of all of your Stock Units.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained or employed by
the Company (or any Affiliates) in
any capacity.
	 
	 	 
	Stockholder Rights

	 	You do not have any of the rights of
a stockholder with respect to the
Stock Units unless and until the
Stock relating to the Stock Units
has been delivered to you. You
will, however, be entitled to
receive, upon the Company’s payment
of a cash dividend on outstanding
Stock, a cash payment for each Stock
Unit that you hold as of the record
date for such dividend equal to the
per-share dividend paid on the
Stock.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Company stock, the number of
Stock Units covered by this grant
will be adjusted (and rounded down
to the nearest whole number) in
accordance with the terms of the
Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this grant you agree that
the Company may deliver the Plan
prospectus and the Company’s annual
report to you in an electronic
format. If at any time you would
prefer to receive paper copies of
these documents, as you are entitled
to receive, the Company would be
pleased to provide copies. Please
contact the Legal Department to
request paper copies of these
documents.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Stock Units.
Any prior agreements, commitments
or negotiations concerning this
grant are superseded. The Plan will
control in the event any provision
of this Agreement should appear to
be inconsistent with the terms of
the Plan.