Exhibit 10.4


 


DRS TECHNOLOGIES, INC.


1996 OMNIBUS PLAN


RESTRICTED STOCK UNIT AGREEMENT


 


RESTRICTED STOCK UNIT AGREEMENT, made as of
the date set forth on the Notice of Grant of Restricted Stock Units, 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, 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 Restricted Stock
Units 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 13
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 Restricted Stock Units as shown on the Notice.


 


2.                                       Vesting.  The Notice shall set forth the Issue
Date.  The Restricted Stock Units granted
to the Participant shall vest on the third anniversary of the Issue Date (the “Vesting
Date”), provided, however, that 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
Date, no transfer of the Participant’s rights with respect to Restricted Stock
Units, whether voluntary or involuntary, by operation of law or otherwise,
shall be permitted.  Immediately upon any
attempt to transfer such rights, such Restricted Stock Units, and all of the
rights related thereto, shall be forfeited by the Participant.


 


4.                                       Account.  The Company shall establish and maintain an account for the Participant
to record Restricted Stock Units and transactions and events affecting such
units.  Restricted Stock Units and other
items reflected in the account will represent only bookkeeping entries by the
Company to evidence unfunded obligations of the Company.


 


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
Units until the date of distribution of shares of Company Stock, as described
in Section 7 below.


 





















 


6.                                       Dividends.  If a dividend is paid on the Company Stock,
the Participant shall be entitled to receive, with respect to each Restricted
Stock Unit, whether or not the Restricted Stock Units have vested, an immediate
payment (in cash or shares as applicable) equal to such dividend.


 


7.                                       Consequences
of Vesting.  Reasonably promptly
after the vesting of a Restricted Stock Unit pursuant to the terms hereof,
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 a number of shares of Company Stock that is
equal in number to the aggregate number of vested Restricted Stock Units then
credited to the Participant’s account; or (ii) deposit in such Participant’s
or the Participant’s personal representative’s brokerage account via electronic
transfer, a stock certificate representing one share of Company Stock, with
respect to each vested Restricted Stock Unit.


 


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 require the Participant to agree in writing to comply with such
restrictions on the disposition shares issued under this Agreement as the
Committee deems necessary or advisable to comply with any applicable law or regulation.


 


9.                                       Change
in Control.  Upon the occurrence of a
Change in Control, all Restricted Stock Units granted pursuant to this
Agreement shall immediately vest and the Participant shall be entitled to
receive a number of shares of Company Stock in accordance with Section 7
above.


 


10.                                 Effect
of Termination of Employment or Service. 
Upon the termination of the Participant’s employment or service for any
reason, any and all Restricted Stock Units which have not vested as of the date
of such termination shall immediately be forfeited by the Participant.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, decide not to terminate the Participant’s rights
in such Restricted Stock Units.


 


11.                                 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 Restricted Stock Units, an amount equal to all
applicable taxes the Company determines it is required to withhold under
applicable tax laws with respect to the Restricted Stock Units.  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 Units.  The Participant understands that the
Participant (and not the Company) shall be responsible for


 


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any tax liability that may
arise as a result of the transactions contemplated by this Agreement.


 


12.                                 Compliance
with Law and Regulations.  The
Restricted Stock Units 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.


 


13.                                 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 the Plan.  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.


 


14.                                 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.


 


15.                                 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.


 


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 14.  No
amendment or modification may, without the consent of the Participant, reduce
the Participant’s rights as provided herein.


 


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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 Units


 


Identification


 


Name of Participant:


Address of Participant:


 


 


Date of Restricted Stock Unit Agreement:


 


Restricted Stock Granted


 


Number of Restricted Stock Units:


 


Issue Date:


 


Vesting Date:


 


[Performance-Based Vesting:]


 


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