exv10w1



 





Exhibit 10.1




FORM OF RESTRICTED STOCK AGREEMENT




     This Agreement is entered into by and between Orbital Sciences Corporation
(the “Company”) and                                       (“Director”) as of                                      ..



W I T N E S S E T H:




     WHEREAS, from time to time the Company issues shares of Common Stock of
the Company to directors of the Company as a component of Board compensation;
and



     WHEREAS, the Board of Directors has determined it is in the best interest
of the Company for directors’ interest in such shares to be subject to certain
restrictions as set forth below.



     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:



     1. Restricted Stock Award. The Company has granted, and in the future may
grant, shares of restricted Common Stock (the “Restricted Stock”) in accordance
with and subject to Section 13 of the Company’s 1997 Stock Option and Incentive
Plan (the “Plan”). The number of shares granted are set forth on Exhibit A to
this Agreement, which will be amended to the extent additional grants occur.
The Restricted Stock shall remain subject to forfeiture until the shares vest
in accordance with the terms of this Agreement. The Restricted Stock may not
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of
until the applicable vesting date.



     2. Vesting.



     (a) Except as otherwise set forth herein, the shares will vest on the
vesting date as determined from time to time by the Board of Directors and set
forth on Exhibit A. If Director resigns, is removed or becomes disqualified
from the Board, then Director shall forfeit all rights and interest Director
holds as to the Restricted Stock, unless determined otherwise by the Board of
Directors (or the appropriate committee thereof).



     (b) If, prior to the applicable vesting date, Director dies or incurs a
Total Disability, as defined in the Plan, then Director’s interest in the
Restricted Stock will become one hundred percent (100%) vested upon the date of
such event.



     (c) If, prior to the applicable vesting date, the Company undergoes a
Terminating Transaction, as defined under the Plan, then immediately prior to
such Terminating Transaction, Director’s interest in the Restricted Stock will
become one hundred percent (100%) vested.



 









 





     3. Custody, Delivery and Payment for Restricted Stock. Upon the vesting
date under Section 2 above, all restrictions applicable to the Restricted Stock
will lapse. As soon as is administratively practical thereafter, the Company
shall deliver the certificates representing those Restricted Stock to Director
(or Director’s representative), who may thereafter exercise full rights as
owner of the Shares without restriction under this Agreement.



     4. Director’s Rights as Shareholder Prior to Vesting. During the period
before Director’s rights to the Restricted Stock vest or are forfeited in
accordance with Section 2, Director shall have the right to vote the Restricted
Stock and the right to receive any dividends declared or paid with respect to
the Restricted Stock. All distributions, if any, received by Director with
respect to Restricted Stock as a result of any stock split, stock dividend,
combination of shares or other similar transaction shall be subject to the
restrictions applicable to the original grant.



     5. Taxes. The Director is solely responsible for all tax obligations
arising from the vesting of any Restricted Stock.



     6. Successors and Assigns. This Agreement is binding upon the heirs,
executors and administrators of Director and on the successors and assigns of
the Company.



     7. Section 83. Under Section 83 of the Internal Revenue Code of 1986, as
amended (the “Code”), the difference between the fair market value of the
Restricted Stock on the grant date and the fair market value of the Restricted
Stock on the date any forfeiture restrictions applicable to such Restricted
Stock lapse will be reportable as ordinary income at that time. The Director
may elect to be taxed at the time the Restricted Stock are granted at the fair
market value at the time of such grants, rather than when such Restricted Stock
vest by filing an election under Section 83(b) of the Code with the Internal
Revenue Service within thirty (30) days after the grant. Failure to make this
filing within the thirty (30) day period will result in the recognition of
ordinary income by the Director as the forfeiture restrictions lapse.



     DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE RESPONSIBILITY, AND NOT
THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b). DIRECTOR IS
RELYING SOLELY ON DIRECTOR’S OWN ADVISORS WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b) ELECTION.



     8. Miscellaneous.



          (a) This Agreement shall be construed in accordance with the laws of the
State of Delaware without reference to the principles of conflicts of laws
thereof.



          (b) If any provision of this Agreement is invalid or unenforceable, then
it shall not affect the other provisions, and this Agreement shall remain in
effect as though the invalid or unenforceable provisions were omitted. Upon a
determination that any term or other provision is invalid or unenforceable, the
Company shall in good faith modify this Agreement so as to effect the original
intent of the parties as closely as possible.



 









 





          (c) Captions herein are for convenience of reference only and shall not be
considered in construing the Agreement.



          (d) This Agreement represents the parties’ entire understanding and
agreement with respect to the Restricted Stock, and each of the parties
acknowledges that it has not made any, and makes no promises, representations
or undertakings, other than those expressly set forth or referred to therein.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



	 	 	 
	

	 	ORBITAL SCIENCES CORPORATION
	 
	 	 
	

	 	

	 
	 	 
	

	 	DIRECTOR