Exhibit 10.3


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN


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 with respect to shares of Restricted Stock, unless otherwise
determined by the Committee, the Company, in its sole discretion, may either (i) issue
a stock certificate, registered in the name of the Participant, evidencing such
shares; provided, however 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; and provided further that unless determined
otherwise by the Committee such stock certificates shall be held by the Company
or its representative or (ii) establish and


 





















 


maintain, or cause a representative to
establish and maintain, an account to record the shares of Restricted Stock
granted to the Participant and transactions and events affecting such stock.


 


The Participant agrees that any certificate
issued for Restricted Stock prior to the lapse of any outstanding restrictions
relating thereto will be inscribed with 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.


 


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 (i) the date of issuance of a stock certificate or (ii) the
establishment of an account to record the shares of Restricted Stock granted to
the Participant.  Upon the issuance of
the certificate or the creation of an account, each 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 either (i) issue a stock
certificate, registered in the name of the Participant, evidencing such shares,
free of the legend set forth in Section 4 or (ii) deposit such
shares, free of restrictions, in such Participant’s or the Participant’s
personal representative’s brokerage account via electronic transfer.


 


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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.


 


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


 


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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.


 


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.                                 Consent
to Electronic Delivery.  In lieu of issuing documents in paper format, to
the fullest extent permitted by law, the Committee may, in its discretion
provide for electronic delivery of any documents that the Company may be
required to deliver (including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports, and all other forms or communications) in
connection with the grant of awards and any other prior or future incentive
award or program made or offered by the Company or its predecessors or
successors.  Electronic delivery of a
document to Participant may be via a Company e-mail system or by reference to a
location on a Company intranet site to which Participant has access.


 


17.                                 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.


 


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18.                                 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.


 


19.                                 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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