Exhibit 4.9


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN


FORM OF RESTRICTED STOCK UNIT AGREEMENT


 


RESTRICTED
STOCK UNIT AGREEMENT, made as of the date set forth on the Notice of Grant of
Restricted Stock Units, attached hereto as Schedule A (the “Notice”), 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 the Notice (the “Participant”).  Except as otherwise expressly set forth
herein, any capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan.


 


WHEREAS, the
Committee has granted (as of the Issue Date as specified on the Notice) to the
Participant the Restricted Stock Units as set forth in the Notice.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto have agreed and
do hereby agree as follows:


 


1.                                       Grant of Award.  Pursuant to Section 13 of the Plan, the
Company grants to the Participant, subject to the terms and conditions of the
Plan and subject further to the terms and conditions set forth herein, the
number of Restricted Stock Units as shown on the Notice.


 


2.                                   Vesting.  The Notice shall set forth the Issue
Date.  The Restricted Stock Units granted
to the Participant shall vest on the third anniversary of the Issue Date (the “Vesting
Date”), provided, however, that no vesting shall occur after the termination of
the Participant’s employment or service with the Company for any reason.


 


3.                                       Restrictions
on Transfer.  Prior to the Vesting
Date, no transfer of the Participant’s rights with respect to Restricted Stock
Units, whether voluntary or involuntary, by operation of law or otherwise,
shall be permitted.  Immediately upon any
attempt to transfer such rights, such Restricted Stock Units, and all of the
rights related thereto, shall be forfeited by the Participant.


 


4.                                       Account.  The Company shall establish a Restricted Stock Unit account on its
books, in the name of the Participant, and shall credit to such account the
number of Restricted Stock Units granted to Participant pursuant to this Agreement.


 


5.                                       No
Rights as a Stockholder.  The
Participant shall not have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to a grant of Restricted Stock
Units until the date of distribution of shares of Company Stock, as described
in Section 7 below.


 





















 


6.                                       Dividends.  If a dividend is paid on the Company Stock,
the Participant shall be entitled to receive, with respect to each Restricted
Stock Unit, whether or not the Restricted Stock Units have vested, an immediate
payment (in cash or shares as applicable) equal to such dividend.


 


7.                                       Consequences
of Vesting.  Upon the vesting of a
Restricted Stock Unit pursuant to the terms hereof, the Participant will be
entitled to receive, as soon as practicable thereafter, a distribution of a
number of shares of Company Stock that is equal in number to the aggregate
number of vested Restricted Stock Units then credited to the Participant’s
account.


 


8.                                       Approvals.  No shares of Company Stock shall be issued
under this Agreement unless and until all legal requirements applicable to the
issuance of such shares have been complied with to the satisfaction of the
Committee.  The Committee shall have the
right to require the Participant to agree in writing to comply with such
restrictions on the disposition shares issued under this Agreement as the
Committee deems necessary or advisable to comply with any applicable law or
regulation.


 


9.                                       Change
in Control.  Upon the occurrence of a
Change in Control, all Restricted Stock Units granted pursuant to this
Agreement shall immediately vest and the Participant shall be entitled to
receive a number of shares of Company Stock in accordance with Section 7 above.


 


10.                                 Effect
of Termination of Employment or Service. 
Upon the termination of the Participant’s employment or service for any
reason, any and all Restricted Stock Units which have not vested as of the date
of such termination shall immediately be forfeited by the Participant.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, decide not to terminate the Participant’s rights
in such Restricted Stock Units.


 


11.                                 Taxes.  The Participant shall pay to the Company
promptly upon request, and in any event at the time the Participant recognizes
taxable income in respect to the Restricted Stock Units, an amount equal to all
applicable taxes the Company determines it is required to withhold under
applicable tax laws with respect to the Restricted Stock Units.  With the approval of the Committee, the
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 minimum amount of tax to be withheld. 
Such shares shall be valued at their Fair Market Value on the Tax
Date.  Fractional share amounts shall 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 a grant of Restricted Stock Units.  The Participant understands that the
Participant (and not the Company) shall be responsible for any tax liability
that may arise as a result of the transactions contemplated by this Agreement.


 


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12.                                 Compliance
with Law and Regulations.  The
Restricted Stock Units granted pursuant to this Agreement, and any obligation
of the Company hereunder, shall be subject to all applicable federal, state and
local laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.


 


13.                                 Incorporation of
Plan.  This Agreement is made under
the provisions of the Plan (which is incorporated herein by reference) and
shall be interpreted in a manner consistent with the Plan.  To the extent that this Agreement is silent
with respect to, or in any way inconsistent with, the terms of the Plan, the
provisions of the Plan shall govern and this Agreement shall be deemed to be
modified accordingly.


 


14.                                 Notices.  Any notices required or permitted hereunder
shall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey
07054, or to the Participant at the address then on record with the Company, as
the case may be, and deposited, postage prepaid, in the United States
mail.  Either party may, by notice to the
other given in the manner aforesaid, change his/her or its address for future
notices.


 


15.                                 Binding Agreement;
Successors.  This Agreement shall
bind and inure to the benefit of the Company, its successors and assigns, and
the Participant and the Participant’s personal representatives and
beneficiaries.


 


16.                                 Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.  The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and conclusive
upon all Persons.


 


17.                                 Amendment.  This Agreement may be amended or modified by
the Company at any time; provided that notice is provided to the Participant in
accordance with Section 14.  No amendment
or modification may, without the consent of the Participant, reduce the
Participant’s rights as provided herein.


 


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IN WITNESS WHEREOF, the Company
has caused this Agreement to be duly executed by its officer thereunder duly
authorized and the Participant has hereunto set his hand, all as of the day and
year set forth below.


 


 


DRS TECHNOLOGIES, INC.


 


 


	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


The undersigned hereby
acknowledges having read this Agreement and the Plan and hereby agrees to be
bound by all provisions set forth herein and in the Plan.


 


	
   

  	
   

  
	
  Participant

  	
  Date

  
			



 


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SCHEDULE A


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN


Notice of Grant of Restricted Stock Units


 


Identification


 


Name of Participant:


Address of Participant:


 


 


Date of Restricted Stock Unit
Agreement:


 


Restricted
Stock Granted


 


Number of Restricted Stock
Units:


 


Issue Date:


 


Vesting Date:


 


[Performance-Based Vesting:]


 


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