Exhibit 4.8


 


FORM OF STOCK OPTION AGREEMENT


 


AGREEMENT dated as of the                day
of                         ,
2004, between DRS Technologies, Inc. (the “Company”)
and «Name» (the “Participant”).


 


WITNESSETH


 


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


 


1.                                 Definitions.


 


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


 


2.                                 Grant of Options.


 


Subject to the provisions of
this Agreement and 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 or any part of the number of shares of common stock, par value
$.0l per share (“Company Stock”), of the Company set forth on Schedule A at the
price per share and on the other terms set forth on Schedule A.


 


3.                                 Vesting and Exercisability of Options.


 


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


 


4.                                 Method of Exercise of the Options.


 


(a)   The
Options which are then vested and exercisable shall be exercisable by delivery
to the Company of a written notice, to the attention of the Company’s
Secretary, specifying the number of shares of Company Stock with respect to
which the Option is being exercised and the effective date of the proposed
exercise.


Such notice must be signed
by the Participant or other person then having the right to exercise the
Option.


 


(b)   The
exercise price shall be paid by one or a combination of the following means:
(i) in cash or by personal check, certified check, bank cashier’s check or wire
transfer; (ii) subject


 





















 


to the approval of the Committee, in shares of Company Stock owned by
the Participant for at least six months prior to the date of exercise and
valued at their Fair Market Value on the effective date of such exercise; or
(iii) by such other provision as the Committee may from time to time authorize.
Any payment in shares of Company Stock shall be effected by the delivery of
such shares to the Secretary of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Secretary of the Company shall require.


 


5.                                 Termination of Employment or Service.


 


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


 


(b)                                     Unless otherwise provided on Sched­ule A, in
the event that the employment of a Participant with the Company shall terminate
on account of the Dis­ability or Death of the Participant, (i) Options granted
to such Participant, to the extent that they were exer­cisable at the time of
such termination, shall remain exercisable until the first anniversary of such
termina­tion, on which date they shall expire, and (ii) Options granted to such
Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such ter­mination;
provided, however, that no Option shall be exercisable after the expiration of
its term.


 


(c)                                      In the event of the termination of a
Participant’s employment for Cause, all outstanding Options granted to such
Participant shall expire at the commencement of business on the date of such
termination.


 


6.                                 Transferability of Options.


 


(a)                                      During a Participant’s lifetime, the
Committee may permit the transfer, assignment or other encumbrance of an
outstanding Option unless (y) such Option is an Incentive Stock Option


 


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and the Committee and the Participant intends that it shall retain such
status, or (z) such Option is meant to qualify for the exemptions available
under Rule 16b-3, nontransferability is necessary under Rule lGb-3 in order for
the award to so quali­fy and the Committee and the Participant intend that it
shall continue to so qualify. Subject to any conditions set forth on Schedule
A, a Participant may, upon provid­ing written notice to the Secretary of the
Company, elect to transfer any or all Options granted to such Partici­pant
pursuant to the 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 such immediate family members or to partnerships in which such family
members are the only partners; provided, however, that no such transfer by any
Participant may be made in exchange for consideration.


 


(b)                                     Upon the death of a Participant, outstanding
Options granted to such Participant may be exercised only by the executor or
administrator of the Participant’s estate or by a person who shall have
acquired the right to such exercise by will or by the laws of descent and
distribution. No transfer of an Option by will or the laws of descent and
distribution shall be effective to bind the Company unless the Committee shall
have been furnished with (a) written notice thereof and with a copy of the will
and/or such evidence as the Committee may deem necessary to establish the
validity of the transfer and (b) an agreement by the transferee to


 


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comply
with all the terms and conditions of the Option that are or would have been
applicable to the Participant and to be bound by the acknowledgements made by
the Participant in connection with the grant of the Option.


 


7.                                 Other Restrictions.


 


(a)                                      Notwithstanding anything in this Agreement to
the contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing shares of Company Stock pursuant to the
Plan unless and until the Company is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of gov­ernmental authority and the requirements of any securi­ties
exchange on which shares of Company Stock are trad­ed. The Committee may
require, as a condition of the issuance and delivery of certificates evidencing
shares of Company Stock pursuant to the Plan, that the recipient of such shares
make such agreements and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or
desirable.


 


(b)                                     The transfer of any shares of Company Stock
hereunder shall be effective only at such time as counsel to the Company shall
have determined that the issuance and delivery of such shares is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of any securities exchange on which shares of Company Stock are
traded. The Com­mittee may, in its sole discretion, defer the effective­ness of
any transfer of shares of Company Stock hereunder in order to allow the
issuance of such shares to be made pursuant to registration or an exemption
from registra­tion or other methods for compliance available under federal or
state securities laws. The Committee shall inform the Participant in writing of
its decision to defer the effectiveness of a transfer. During the period of
such deferral in connection with the exercise of an Option, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.


 


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8.                                 Taxes and Withholdings.


 


Whenever shares of Company
Stock are to be delivered pursuant to the exercise of an Option, the Company
shall have the right to require the Participant to remit to the Company in cash
an amount sufficient to satisfy any federal, state and local withholding tax
requirements related thereto. With the approval of the Committee, a Participant
may satisfy the foregoing requirement by electing to have the Company withhold
from delivery shares of Company Stock having a value equal to the amount of tax
to be withheld. Such shares shall be valued at their Fair Market Value on the
date of which the amount of tax to be withheld is determined. Frac­tional share
amounts will be settled in cash. Such a withholding election may be made with
respect to all or any portion of the shares to be delivered pursuant to the
exercise of an Option.


 


9.                                 Notices.


 


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


 


(b)                                     The Participant hereby agrees to notify the
Company within ten days of any dispositions of shares of Company Stock issued
pursuant to the exercise of Incentive Stock Options under the Plan which consti­tute
“disqualifying dispositions” within the meaning of Section 421(b) of the Code
(or any successor provision thereto).


 


10.                           Effect of Agreement.


 


Except as otherwise provided
hereunder, this Agreement shall be binding upon and shall inure to the benefit
of any successor or successors of the Compa­ny.


 


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11.                           Conflicts and Interpretation.


 


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


 


12.                           Amendment.


 


This Agreement may not be
amended in any manner which adversely affects the rights of the Participant
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement or
of any subsequent breach by such party of a provision of this Agreement.


 


 


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


 


	
   

  	
  DRS Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard A. Schneider

  
	
   

  	
   

  	
  Executive Vice President/CFO

  
	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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