EX-10.3






Exhibit 10.3




L-3 COMMUNICATIONS HOLDINGS, INC.

2008 LONG TERM PERFORMANCE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Version 0003)




     This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as
defined below), is between L-3 Communications Holdings, Inc., a Delaware corporation (the
“Corporation”), and the Participant (as defined below).



     1. Definitions. The following terms shall have the following meanings for purposes of
this Agreement:



          (a) “Award Letter” shall mean the letter to the Participant attached hereto as Exhibit A.




          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.




          (c) “Grant Date” shall mean the “Grant Date” listed in the Award Letter.




          (d) “Participant” shall mean the “Participant” listed in the Award Letter.




          (e) “Restricted Units” shall mean that number of restricted units listed in the Award Letter
as “Awards Granted.”




          (f) “Section 409A Change in Control Event” shall mean a change in ownership or effective
control of the Corporation, or in the ownership of a substantial portion of the assets of the
Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code.




          (g) “Shares” shall mean a number of shares of the Corporation’s Common Stock, par value $0.01
per share, equal to the number of Restricted Units.




     2. Grant of Units. The Corporation hereby grants the Restricted Units to the
Participant, each of which represents the right to receive one Share upon the expiration or
termination of the Restricted Period (as defined below), subject to the terms, conditions and
restrictions set forth in the L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan
(the “Plan”) and this Agreement.



     3. Restricted Unit Account. The Corporation shall cause an account (the “Account” to
be established and maintained on the books of the Corporation to record the number of Restricted
Units credited to the Participant under the terms of this Agreement. The Participant’s interest in
the Account shall be that of a general, unsecured creditor of the Corporation.



     4. Restricted Period. Except as otherwise provided in paragraphs 6 and 7 hereof, the
“Restricted Period” shall mean the period beginning on the Grant Date and expiring on the third
anniversary of the Grant Date. Upon the expiration or termination of the Restricted Period, the
Shares shall be issued to the Participant in accordance with Section 13.



     5. Restrictions on Transfer During Restricted Period. Until the Restricted Period has
expired or terminated, the Restricted Units shall not be sold, assigned, transferred, pledged,
hypothecated, loaned, or otherwise disposed of, and during the Participant’s lifetime the
Participant’s rights with respect



 









 




to the Restricted Units shall be exercised only by such Participant or by his or her guardian
or legal representative, except that the Restricted Units may be transferred by will or by the laws
of descent and distribution. Any sale, assignment, transfer, pledge, hypothecation, loan or other
disposition other than in accordance with this Section 5 shall be null and void.




     6. Change in Control During Restricted Period. Upon the occurrence of a “change in
control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall
automatically terminate and the Shares shall thereafter be issued to the Participant in accordance
with Section 13. In the event of any other “change in control,” the Restricted Period shall not be
immediately affected, but shall subsequently terminate (and the Shares shall thereafter be issued
to the Participant in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A
Change in Control Event, (b) the Participant’s death, (c) the six-month anniversary of the
termination of the Participant’s employment with the Corporation and its subsidiaries due to
“disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the Grant Date.
For purposes of this Agreement, a “change in control” means:



          (a) The acquisition by any person or group (including a group within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries,
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a
majority of the combined voting power of the Corporation’s then outstanding voting securities,
other than by any employee benefit plan maintained by the Corporation;




          (b) The sale of all or substantially all the assets of the Corporation and its subsidiaries
taken as a whole; or




          (c) The election, including the filling of vacancies, during any period of 24 months or less,
of 50% or more of the members of the Board of Directors, without the approval of Continuing
Directors, as constituted at the beginning of such period. “Continuing Directors” shall mean any
director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date,
or (ii) is nominated for election to the Board of Directors by a majority of the Board which is
comprised of directors who were, at the time of such nomination, Continuing Directors.




     7. Termination of Employment During Restricted Period.



          (a) In the event that the Participant’s employment with the Corporation and its subsidiaries
is terminated (other than by reason of death, “retirement” or “disability,” as defined below) prior
to the expiration or termination of the Restricted Period and prior to the occurrence of a “change
in control” (as defined in Section 6), the Participant shall forfeit the Restricted Units and all
of the Participant’s rights hereunder shall cease (unless otherwise provided for by the Committee
in accordance with the Plan). The Participant’s rights to the Restricted Units shall not be
affected by any change in the nature of the Participant’s employment so long as the Participant
continues to be an employee of the Corporation or any of its subsidiaries.




          (b) In the event the Participant terminates employment with the Corporation and its
subsidiaries because of “retirement” prior to the expiration or termination of the Restricted
Period and prior to the occurrence of a “change in control” (as defined in Section 6), the
Restricted Period shall not be affected and shall expire with the passage of time in accordance
with paragraph 4, except that (i) in the event that the Participant dies following retirement but
prior to the expiration of the Restricted Period, the Restricted Period shall automatically
terminate and the Shares shall thereafter be delivered to the Participant’s transferee(s) in
accordance with Sections 5 and 13 and (ii) the Restricted Period may earlier



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terminate in accordance with Section 6. For purposes of this Agreement, retirement means the
Participant (A) terminates employment with the Corporation and its subsidiaries other than for
Cause (and is not subject to termination for Cause at the time of such termination) more than one
year after the Grant Date, (B) is available for consultation with the Corporation or any of its
subsidiaries at the reasonable request of the Corporation or one of its subsidiaries and (C)
terminates employment on or after attaining age 65 and completing at least five years of service in
the aggregate with the Corporation and its subsidiaries (which service must be continuous through
the date of termination except for a single break in service that does not exceed one year in
length). For purposes of this Agreement, “Cause” means the Participant’s (1) intentional failure
to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of
duties, (3) engaging in a transaction in connection with the performance of duties to the
Corporation or its subsidiaries which transaction is adverse to the interests of the Corporation
and is engaged in for personal profit or (4) willful violation of any law, rule or regulation in
connection with the performance of duties (other than traffic violations or similar offenses).




          (c) If the Participant’s employment with the Corporation and its subsidiaries is terminated
because of death, the Restricted Period shall automatically terminate and the Shares shall
thereafter be issued to the Participant (or to the Participant’s transferee(s) under Section 5 as
the case may be) in accordance with Section 13. If the Participant’s employment with the
Corporation and its subsidiaries is terminated because of “disability,” the Restricted Period shall
not be immediately affected, but shall subsequently terminate (and the Shares shall thereafter be
issued to the Participant in accordance with Section 13) upon the earliest to occur of: (i) the
six-month anniversary of the date of termination, (ii) the Participant’s death, (iii) a Section
409A Change in Control Event or (iv) the third anniversary of the Grant Date. For purposes of this
Agreement, disability means the Participant, as a result of incapacity due to physical or mental
illness, becomes eligible for benefits under the long-term disability plan or policy of the
Corporation or a subsidiary in which the Participant is eligible to participate.




          (d) Whether (and the circumstances under which) employment has been terminated and the
determination of the termination date for the purposes of this Agreement shall be determined by the
Committee or (with respect to any employee other than an “Executive Officer” as defined under the
Plan) its designee (who, at the date of this Agreement, shall be the Corporation’s Vice President
of Human Resources), whose good faith determination shall be final, binding and conclusive;
provided, that such designee may not make any such determination with respect to his or her
own employment.




     8. Dividends. If the Corporation shall pay a cash dividend on its common stock, a
cash dividend equivalent shall be paid to the Participant (subject to applicable tax withholding)
with respect to the Restricted Units credited to the Participant’s Account as of the record date
for the dividend, with each Restricted Unit to be equivalent to one share of common stock.



     9. No Right to Continued Employment. Nothing in this Agreement or the Plan shall be
interpreted or construed to confer upon the Participant any right to continue employment by the
Corporation or any of its subsidiaries, nor shall this Agreement or the Plan interfere in any way
with the right of the Corporation or any of its subsidiaries to terminate the Participant’s
employment at any time for any reason whatsoever, whether or not with cause.



     10. No Rights as a Stockholder. The Participant’s interest in the Restricted Units
shall not entitle the Participant to any rights as a stockholder of the Corporation. The
Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a
stockholder of the Corporation in respect of, the Shares unless and until such Shares have been
issued to the Participant in accordance Section 13.



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     11. Adjustments Upon Change in Capitalization. In the event of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split, stock dividend or similar
capital adjustment, as a result of which shares of any class shall be issued in respect of
outstanding shares of the Corporation’s Common Stock or shares of Corporation’s Common Stock shall
be changed into a different number of shares or into another class or classes or into other
property or cash, the Restricted Units, the Participant’s Account and/or the Shares shall be
adjusted to reflect such event so as to preserve (without enlarging) the value of the award
hereunder, with the manner of such adjustment to be determined by the Committee in its sole
discretion. This paragraph shall also apply with respect to any extraordinary dividend or other
extraordinary distribution in respect of the Corporation’s Common Stock (whether in the form of
cash or other property).



     12. General Restrictions. Notwithstanding anything in this Agreement to the contrary,
the Corporation shall have no obligation to issue or transfer the Shares as contemplated by this
agreement unless and until such issuance or transfer shall comply with all relevant provisions of
law and the requirements of any stock exchange on which the Corporation’s shares are listed for
trading.



     13. Issuance of Shares. Upon the expiration or termination of the Restricted Period
and payment by the Participant of any applicable taxes pursuant to Section 14 of this Agreement,
the Corporation shall, as soon as reasonably practicable (and in any event within 75 days of the
termination or expiration of the Restricted Period), but subject to any delay necessary to comply
with Section 12 hereof, issue the Shares to the Participant, free and clear of all restrictions;
provided, that if the termination of the Restricted Period results from a Section 409A
Change in Control Event, then notwithstanding the foregoing, the Shares shall be issued within 30
days of the Section 409A Change in Control Event. The Corporation shall not be required to deliver
any fractional Shares, but shall pay, in lieu thereof, the fair market value (as defined in the
Plan) as of the date the restrictions lapse of such fractional share to the Participant. The
Corporation shall pay any costs incurred in connection with issuing the Shares. Upon the issuance
of the Shares to the Participant, the Participant’s Account in respect of the Restricted Units
shall be eliminated. Notwithstanding the provisions of this Section, if the Restricted Units have
been transferred in accordance with the provisions of Section 5 prior to the issuance of the Shares
to the Participant in accordance with this Section, then the issuance of the Shares and any payment
in lieu of fractional Shares shall be made to the transferee(s).



     14. Tax Withholding. Upon the expiration or termination of the Restricted Period, the
Participant shall remit to the Corporation the minimum amount necessary to satisfy Federal, state,
local or foreign withholding tax requirements, if any (“Withholding Taxes”) as a condition to the
Corporation’s issuance of any Shares as provided in Section 13. The payment shall be in (i) cash,
(ii) the delivery of Shares, (iii) a reduction in the number of Shares otherwise issuable or
deliverable or other amounts otherwise payable to the Participant pursuant to this Agreement, or
(iv) a combination of (i), (ii) and/or (iii). The value of any Shares delivered or withheld as
payment in respect of withholding tax requirements shall be determined by reference to the Fair
Market Value of such Shares as of the date of such withholding or delivery. In the event that
Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable or
deliverable to the Participant pursuant to this Agreement, the Corporation shall not withhold any
Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding
Taxes.



     15. Subsidiary. As used herein, the term “subsidiary” shall mean, as to any person,
any corporation, association, partnership, joint venture or other business entity of which 50% or
more of the voting stock or other equity interests (in the case of entities other than
corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of
the Subsidiaries of that entity, or by a combination thereof.



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     16. Plan Governs. The Participant hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by its terms, all of which are incorporated herein by reference. The Plan
shall govern in the event of any conflict between this Agreement and the Plan.



     17. Modification of Agreement. This Agreement may be modified, amended, suspended or
terminated, and any terms or conditions may be waived, but, subject to the terms and conditions of
the Plan and this Agreement, only by a written instrument executed by the parties hereto.



     18. Severability. Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of
this Agreement shall not be affected by such holding and shall continue in full force in accordance
with their terms.



     19. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without giving effect to the
conflicts of laws principles thereof.



     20. Successors in Interest. This Agreement shall inure to the benefit of and be
binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the
Participant or the Participant’s legal representatives. All obligations imposed upon the
Participant and all rights granted to the Corporation under this Agreement shall be final, binding
and conclusive upon the Participant’s heirs, executors, administrators and successors.



     21. Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and application of the
Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and
all interpretations and determinations made by the Committee shall be final and binding upon the
Participant, the Corporation and all other interested persons. No member of the Committee shall be
personally liable for any action determination or interpretation made in good faith with respect to
the Plan or the Restricted Units. In its absolute discretion, the Board of Directors may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan
and this Agreement.



     22. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a
result of, or in any way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder shall be final,
binding and conclusive on the Participant and Corporation for all purposes.



     23. Data Privacy Consent. As a condition of the grant of the Restricted Units, the
Participant hereby consents to the collection, use and transfer of personal data as described in
this paragraph. The Participant understands that the Corporation and its subsidiaries hold certain
personal information about the Participant, including name, home address and telephone number, date
of birth, social security number, salary, nationality, job title, ownership interests or
directorships held in the Corporation or its subsidiaries, and details of all restricted units or
other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised,
vested or unvested (“Data”). The Participant further understands that the Corporation and its
subsidiaries will transfer Data among themselves as necessary for the purposes of implementation,
administration and management of the Participant’s participation in the Plan, and that the
Corporation and any of its subsidiaries may each further transfer Data to any third parties
assisting the Corporation in the implementation, administration and management of the Plan. The
Participant understands that these recipients may be located in the European Economic Area or
elsewhere, such as the United States. The Participant hereby authorizes them to receive, possess,
use, retain and



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transfer such Data as may be required for the administration of the Plan or the subsequent
holding of shares of common stock on the Participant’s behalf, in electronic or other form, for the
purposes of implementing, administering and managing the Participant’s participation in the Plan,
including any requisite transfer to a broker or other third party with whom the Participant may
elect to deposit any shares of common stock acquired under the Plan. The Participant may, at any
time, view such Data or require any necessary amendments to it.




     24. Limitation on Rights; No Right to Future Grants; Extraordinary Item of
Compensation. By accepting this Agreement and the grant of the Restricted Units contemplated
hereunder, the Participant expressly acknowledges that (a) the Plan is discretionary in nature and
may be suspended or terminated by the Corporation at any time; (b) the grant of Restricted Units is
a one-time benefit that does not create any contractual or other right to receive future grants of
restricted units, or benefits in lieu of restricted units; (c) all determinations with respect to
future grants of restricted units, if any, including the grant date, the number of Shares granted
and the restricted period, will be at the sole discretion of the Corporation; (d) the Participant’s
participation in the Plan is voluntary; (e) the value of the Restricted Units is an extraordinary
item of compensation that is outside the scope of the Participant’s employment contract, if any,
and nothing can or must automatically be inferred from such employment contract or its
consequences; (f) grants of restricted units are not part of normal or expected compensation for
any purpose and are not to be used for calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits or similar payments,
and the Participant waives any claim on such basis; and (g) the future value of the underlying
Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands,
acknowledges and agrees that the Participant will have no rights to compensation or damages related
to restricted unit proceeds in consequence of the termination of the Participant’s employment for
any reason whatsoever and whether or not in breach of contract.



     25. Award Administrator. The Corporation may from time to time to designate a third
party (an “Award Administrator”) to assist the Corporation in the implementation, administration
and management of the Plan and any Restricted Units granted thereunder, including by sending Award
Letters on behalf of the Corporation to Participants, and by facilitating through electronic means
acceptance of Restricted Unit Agreements by Participants.



     26. Section 409A. This Agreement is intended to comply with the provisions of Section
409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the
Committee shall have the right to amend the terms and conditions of this Agreement in any respect
as may be necessary or appropriate to comply with Section 409A of the Code or any regulations
promulgated thereunder, including without limitation by delaying the issuance of the Shares
contemplated hereunder.



     27. Book Entry Delivery of Shares. Whenever reference in this Agreement is made to
the issuance or delivery of certificates representing one or more Shares, the Corporation may elect
to issue or deliver such Shares in book entry form in lieu of certificates.



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     28. Acceptance. This Agreement shall not be enforceable until it has been executed by
the Participant. In the event the Corporation has designated an Award Administrator, the
acceptance (including through electronic means) of the Restricted Unit award contemplated by this
Agreement in accordance with the procedures established from time to time by the Award
Administrator shall be deemed to constitute the Participant’s acknowledgment and agreement to the
terms and conditions of this Agreement and shall have the same legal effect in all respects of the
Participant having executed this Agreement by hand.




	 	 	 	 	 
	 	By: 	 	L-3 COMMUNICATIONS HOLDINGS, INC.
 	 
	 	 	 	
 	 
	 	 	 	Michael T. Strianese 	 
	 	 	 	President and Chief Executive Officer 	 
	 
	 
	 	 	 	
 	 
	 	  	  	Steven M. Post
 	 
	 	 	 	Senior Vice President, General Counsel and
   Corporate Secretary 	 
	 	 	 	 



	 	 	 	 	 
	Acknowledged and Agreed
as of the date first written above:

 	 	 
	 
	Participant Signature
 	 	 
	 	 	 
	 	 	 
	 




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