Exhibit 10.2


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN

STOCK OPTION AGREEMENT


 


STOCK OPTION AGREEMENT, made as of the date
set forth on the Notice of Stock Option Grant, attached hereto as Schedule A,
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 Schedule A hereto
(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.


 


WITNESSETH


 


In consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom, the
parties hereto agree as follows:


 


1.                                       Definitions.


 


Capitalized terms used but not defined herein
shall have the meaning set forth in the DRS Technologies, Inc. 1996
Omnibus Plan (the “Plan”).


 


2.                                       Grant
of Options.


 


Subject to the provisions of this Agreement
and the provisions of the Plan, the Company hereby grants to the Participant,
pursuant to the Plan, the right and option (the “Options”) to purchase all or
any part of the number of shares of common stock, par value $.0l per share (“Company
Stock”), of the Company set forth on Schedule A at the price per share and
on the other terms set forth on Schedule A.


 


3.                                       Vesting
and Exercisability of Options.


 


The Options shall vest and become exercisable
in accordance with the vesting schedule set forth on Schedule A,
provided that no Partial Exercise of an Option shall be for an aggregate
exercise price of less than $1,000.


 


4.                                       Method
of Exercise of the Options.


 


(a)                                  The
Options which are then vested and exercisable shall be exercisable by either (i) delivery
to the Company of a written notice signed by the Participant or other person
then having the right to exercise the Option, to the attention of the Company’s
Secretary, specifying the number of shares of Company Stock with respect to
which the Option is being exercised and


 





















 


the effective
date of the proposed exercise; or (ii) such other method as may be
prescribed by the Committee, in its sole discretion.


 


(b)                                 The
exercise price shall be paid by one or a combination of the following means: (i) in
cash or by personal check, certified check, bank cashier’s check or wire
transfer; (ii) subject to the approval of the Committee, in shares of
Company Stock owned by the Participant for at least six months prior to the
date of exercise and valued at their Fair Market Value on the effective date of
such exercise; or (iii) by such other provision as the Committee may from
time to time authorize.  Any payment in
shares of Company Stock shall be effected by the delivery of such shares to the
Secretary of the Company, duly endorsed in blank or accompanied by stock powers
duly executed in blank, together with any other documents and evidences as the
Secretary of the Company shall require.


 


(c)                                  Reasonably
promptly following Option exercise, 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 or (ii) deposit such shares in such Participant’s or the
Participant’s personal representative’s brokerage account via electronic
transfer.


 


5.                                       Termination
of Employment or Service.


 


(a)                                  Unless
otherwise provided on Schedule A, in the event that the employment of a
Participant with the Company shall terminate for any reason other than Cause,
Disability or Death, (i) Options granted to such Participant, to the
extent that they are exercisable at the time of such termination, shall remain
exercisable until the date that is three months after such termination, on
which date they shall expire, and (ii) Options granted to such
Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such
termination.  This three-month period
described shall be extended to one year from the date of such termination in
the event of the Participant’s death during such three month period.  Notwithstanding the foregoing, no Option
shall be exercisable after the expiration of its term.


 


(b)                                 Unless
otherwise provided on Schedule A, in the event that the employment of a
Participant with the Company shall terminate on account of the Disability or
Death of the Participant, (i) Options granted to such Participant, to the
extent that they were exercisable at the time of such termination, shall remain
exercisable until the first anniversary of such termination, on which date they
shall expire, and (ii) Options granted to such Participant, to the extent
that they were not exercisable at the time of such termination, shall expire at
the close of business on the date of such termination; provided, however, that
no Option shall be exercisable after the expiration of its term.


 


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(c)                                  In
the event of the termination of a Participant’s employment for Cause, all
outstanding Options granted to such Participant shall expire at the
commencement of business on the date of such termination.


 


6.                                       Transferability
of Options.


 


During a Participant’s lifetime, the Committee
may permit the transfer, assignment or other encumbrance of an outstanding
Option unless (y) such Option is an Incentive Stock Option and the Committee
and the Participant intends that it shall retain such status, or (z) such
Option is meant to qualify for the exemptions available under Rule 16b-3,
nontransferability is necessary under Rule l6b-3 in order for the award to
so qualify and the Committee and the Participant intend that it shall continue
to so qualify. Subject to any conditions set forth on Schedule A, a
Participant may, upon providing written notice to the Secretary of the Company,
elect to transfer any or all Options granted to such Participant pursuant to
the Plan to members of his or her immediate family, including, but not limited to,
children, grandchildren and spouse or to trusts for the benefit of such
immediate family members or to partnerships in which such family members are
the only partners; provided, however, that no such transfer by any Participant
may be made in exchange for consideration.


 


7.                                       Other
Restrictions.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, the Company shall not be obligated
to cause to be issued or delivered any certificates evidencing shares of
Company Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Company Stock
are traded. The Committee may require, as a condition of the issuance and
delivery of certificates evidencing shares of Company Stock pursuant to the
Plan, that the recipient of such shares make such agreements and
representations, and that such certificates bear such legends, as the
Committee, in its sole discretion, deems necessary or desirable.


 


(b)                                 The
transfer of any shares of Company Stock hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of such shares is in compliance with all applicable laws, regulations
of governmental authority and the requirements of any securities exchange on
which shares of Company Stock are traded. 
The Committee may, in its sole discretion, defer the effectiveness of
any transfer of shares of Company Stock hereunder in order to allow the
issuance of such shares to be made pursuant to registration or an exemption
from registration or other methods for compliance available under federal or
state securities laws.  The Committee
shall inform the Participant in writing of its decision to defer the
effectiveness of a transfer.  During the
period of such deferral in


 


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connection
with the exercise of an Option, the Participant may, by written notice,
withdraw such exercise and obtain the refund of any amount paid with respect
thereto.


 


8.                                       Taxes
and Withholdings.


 


Whenever shares of Company Stock are to be
delivered pursuant to the exercise of an Option, the Company shall have the
right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local withholding tax requirements
related thereto.  With the approval of
the Committee, a 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 amount of tax to be withheld.  Such shares shall be valued at their Fair
Market Value on the date of which the amount of tax to be withheld is
determined.  Fractional share amounts
will 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 the exercise of an Option.


 


9.                                       Notices.


 


(a)                                  Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Company at 5 Sylvan Way, Parsippany, New Jersey 07054;
Attention: Corporate Secretary and to the Participant at the address set forth
on Schedule A or at such other address as either party may hereafter
designate in writing to the other by like notice.


 


(b)                                 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.


 


(c)                                  The
Participant hereby agrees to notify the Company within ten days of any
dispositions of shares of Company Stock issued pursuant to the exercise of
Incentive Stock Options under the Plan which constitute “disqualifying
dispositions” within the meaning of Section 421(b) of the Code (or
any successor provision thereto).


 


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10.                                 Effect
of Agreement.


 


Except as otherwise provided hereunder, this
Agreement shall be binding upon and shall inure to the benefit of any successor
or successors of the Company.


 


11.                                 Conflicts
and Interpretation.


 


In the event of any ambiguity in this
Agreement, any term which is not defined in this Agreement or any matters as to
which this Agreement is silent, the Plan (which is incorporated herein by
reference) shall govern.


 


12.                                 Amendment.


 


This Agreement may not be amended in any
manner which adversely affects the rights of the Participant except by an
instrument in writing signed by both parties hereto.  The waiver by either party of compliance with
any provision of this Agreement shall not operate or be construed as a waiver
of any other provision of this Agreement or of any subsequent breach by such
party of a provision of this Agreement.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer and
the Participant has hereunto set the Participant’s hand.


 


 


	
   

  	
  DRS Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard A.
  Schneider

  
	
   

  	
   

  	
  Executive
  Vice President/CFO

  
	
   

  	
   

  
	
  Participant

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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SCHEDULE A


 


DRS
TECHNOLOGIES, INC.


1996
OMNIBUS PLAN


Notice
of Stock Option Grant


 


Identification


 


Name of Participant:


Address of Participant:


 


 


Date of Stock Option Agreement:


 


Stock Options Granted


 


Number of Stock Options:


 


Grant Date:


 


Exercise Price Per Share:


 


Vesting Schedule:


 


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