Exhibit 4.10


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN


FORM OF RESTRICTED STOCK AGREEMENT


 


RESTRICTED
STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of
Restricted Stock, 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, this Agreement shall be construed in accordance with the provisions of
the Plan and 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 shares of Restricted Stock 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 10 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 shares of Restricted Stock as shown on the Notice.


 


2.                                   Vesting.  The Notice shall set forth the Issue
Date.  The shares of Restricted Stock
granted to the Participant shall vest on the third anniversary of the Issue
Date (the “Vesting Date”), provided that, as of the Vesting Date, the
Participant has not incurred a termination of employment or service with the
Company.  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 of
a share of Restricted Stock, no transfer of the Participant’s rights with
respect to such share, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted.  Immediately
upon any attempt to transfer such rights, such share, and all of the rights
related thereto, shall be forfeited by the Participant.


 


4.                                       Issuance
of Certificate.  Reasonably promptly
after the Issue Date, the Company shall cause to be issued a stock certificate,
registered in the name of the Participant evidencing the shares of Restricted
Stock granted hereby; provided that the Company shall not cause such a stock
certificate to be issued unless it has received a stock power duly endorsed in
blank with respect to such shares. Each such stock certificate shall bear the
following legend:


 





















 


THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE
PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE DRS
TECHNOLOGIES, INC. 1996 OMNIBUS PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND DRS. A COPY OF THE PLAN AND
AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF DRS, 5 SYLVAN WAY,
PARSIPPANY, NEW JERSEY 07054.


 


Such legend
shall not be removed until such shares vest pursuant to the terms hereof.  Each certificate issued pursuant to this
Section 4, together with the stock powers relating to the shares of Restricted
Stock evidenced by such certificate, shall be held by the Company unless the
Committee determines otherwise.


 


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
until the date of issuance of a stock certificate with respect to such
shares.  Upon the issuance of the
certificate, as described in Section 4 above, the Participant shall have all of
the rights of a stockholder with respect to the shares of Restricted Stock,
including the right to vote on all matters with respect to which the
stockholders of the Company have the right to vote and the right to receive
dividends thereon.


 


6.                                       Dividends.  Any dividends paid on shares of Restricted
Stock shall be paid out to the Participant immediately, whether or not the
Restricted Stock has vested.


 


7.                                       Consequences
of Vesting.  Upon the vesting of a
share of Restricted Stock pursuant to the terms hereof, the restrictions set
forth in Section 3, as well as any additional restrictions set forth on the
Notice, shall lapse with respect to such share. Reasonably promptly after a
share of Restricted Stock vests, the Company shall cause to be delivered to the
Participant a certificate evidencing such share, free of the legend set forth
in Section 4.


 


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 condition any issuance of shares to the Participant on the Participant’s
undertaking in writing to comply with such restrictions on the subsequent
disposition of such shares as the Committee shall deemed necessary or advisable
as a result of any applicable law or regulation.


 


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9.                                       Change
in Control.  Upon the occurrence of a
Change in Control, all outstanding shares of Restricted Stock granted pursuant
to this Agreement shall immediately vest and all restrictions on such shares
shall immediately lapse.


 


10.                                 Effect
of Termination of Employment or Service other than for Cause.  Upon the termination of the Participant’s
employment or service for any reason other than Cause, any and all shares to
which restrictions on transferability apply shall be immediately forfeited by
the Participant and transferred to, and reacquired by, the Company.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, decide not to terminate the Participant’s rights
in such shares and the Participant shall continue to be the owner of such
shares.  If the Committee elects not to
terminate the Participant’s rights in the Restricted Stock, the Committee will
notify the Participant within thirty (30) days after the Participant’s
termination of employment or service with the Company and will set forth the
restrictions that will apply to the Participant’s continued ownership of the
Restricted Stock.  In the event of a
forfeiture of shares pursuant to this section, the Company shall repay to the
Participant (or the Participant’s estate) any amount paid by the Participant
for such shares.  In the event that the
Company requires a return of shares, it shall also have the right to require
the return of all dividends paid on such shares, whether by termination of any
escrow arrangement under which such dividends are held or otherwise.


 


11.                                 Effect of
Termination of Employment or Service for Cause.  If the employment or service of the
Participant is terminated by the Company for Cause, all shares of Restricted
Stock granted to such Participant which have not vested as of the date of such
termination shall immediately be returned to the Company, together with any
dividends paid on such shares, in return for which the Company shall repay to
the Participant any amount paid by the Participant for such shares.


 


12.                                 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 shares of Restricted Stock (or, if the
Participant makes an election under Section 83(b) of the Code in connection
with such grant, on or about the date of grant), an amount equal to the federal,
state and/or local taxes the Company determines it is required to withhold
under applicable tax laws with respect to the shares of Restricted Stock.  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.  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
Restricted Stock Agreement.


 


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THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE,
IN THE EVENT THAT THE PARTICIPANT DESIRES TO MAKE THE ELECTION.


 


13.                                 Compliance
with Law and Regulations.  The
Restricted Stock 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.


 


14.                                 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 it.  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.


 


15.                                 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.


 


16.                                 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.


 


17.                                 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.


 


18.                                 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 15; and provided further that no amendment or
modification that is adverse to the rights of the Participant as provided by
this Agreement shall be effective unless set forth in a writing signed by the
parties hereto.


 


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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


 


Identification


 


Name of Participant:


Address of Participant:


 


 


Participant’s Social Security
Number:


 


Date of Restricted Stock
Agreement:


 


Restricted
Stock Granted


 


Number of shares of Restricted
Stock:


 


Issue Date:


 


Vesting Date:


 


[Performance-Based Vesting:]


 


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