exv10w1






Exhibit 10.1




L-3 COMMUNICATIONS HOLDINGS, INC.

2008 LONG TERM PERFORMANCE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

(Version 0005)




          THIS AGREEMENT, effective as of the Grant Date (as defined below), is between L-3
Communications Holdings, Inc., a Delaware corporation (the “Company”), and the Optionee (as defined
below).




          WHEREAS, the Company has adopted the L-3 Communications Holdings, Inc. 2008 Long Term
Performance Plan (the “Plan”) in order to provide additional incentives to selected officers and
employees of the Company and its subsidiaries; and




          WHEREAS, the Committee responsible for administration of the Plan has determined to grant an
option to the Optionee as provided herein and the Company and the Optionee hereby wish to
memorialize the terms and conditions applicable to the Option (as defined below);




          WHEREAS, the following terms shall have the following meanings for purposes of this Option
Agreement:




     “Award Letter” shall mean the letter to the Optionee attached hereto as Exhibit A;



     “Common Stock” means the Company’s Common Stock, par value $0.01 per share;



     “Exercise Price” shall mean the “Grant Price” listed in the Award Letter;



     “Grant Date” shall mean the “Grant Date” listed in the Award Letter;



     “Option Agreement” or this “Agreement” shall mean this agreement including (unless the context
otherwise requires) the Award Letter.



     “Optionee” shall mean the “Participant” listed in the Award Letter; and



     “Shares” shall mean that number of shares of Common Stock listed in the Award Letter as
“Awards Granted.”



          NOW, THEREFORE, the parties hereto agree as follows:




1. Grant of Option.




               1.1 Effective as of the Grant Date, for good and valuable consideration, the Company hereby
irrevocably grants to the Optionee the right and option (the “Option”) to purchase all or any part
of the Shares, subject to, and in accordance with, the terms and conditions set forth in this
Option Agreement.



               1.2 The Option is not intended to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.



               1.3 This Option Agreement shall be construed in accordance and consistent with, and subject
to, the terms of the Plan (the provisions of which are incorporated hereby by reference); and,
except as otherwise expressly set forth herein, the capitalized terms used in this Option Agreement
shall have the same definitions as set forth in the Plan. In the event of any conflict between one
or more of this Option Agreement, the Award Letter and the Plan, the Plan shall govern this Option
Agreement and the Award Letter, and the Option Agreement (to the extent not in conflict with the
Plan) shall govern the Award Letter.



 









 





2. Exercise Price.




          The price at which the Optionee shall be entitled to purchase the Shares upon the exercise of
the Option shall be the Exercise Price per share, subject to adjustment as provided in Section 9.




3. Duration of Option.




          The Option shall be exercisable to the extent and in the manner provided herein for a period
of ten (10) years from the Grant Date (the “Exercise Term”); provided, however,
that the Option may be earlier terminated as provided in Section 6 hereof.




4. Exercisability of Option.




          Unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the
Optionee to purchase, in whole at any time or in part from time to time, one-third
(1/3rd) of the total number of shares covered by the Option on the first anniversary of
the Grant Date, an additional one-third (1/3rd) of the total number of Shares covered by
the Option on the second anniversary of the Grant Date and the final one-third (1/3rd)
of the total number of Shares covered by the Option on the expiration of the third anniversary of
the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner
exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any
fractional number of shares resulting from the application of the foregoing percentages shall be
rounded to the next higher whole number of Shares (not to exceed the total number of Shares granted
as provided in Section 1.1).




5. Manner of Exercise and Payment.




          5.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may
be exercised by delivery of written notice to the Secretary of the Company (or his or her
designee), at its principal executive office. Such notice shall state that the Optionee or other
authorized person is electing to exercise the Option and the number of Shares in respect of which
the Option is being exercised and shall be signed by the person or persons exercising the Option.
In the event the Company has designated an Award Administrator (as defined below), the Option may
also be exercised by giving notice (including through electronic means) in accordance with the
procedures established from time to time by the Award Administrator. Any exercisable portion of
the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part,
provided that partial exercise shall be for whole shares of Common Stock only. If requested by the
Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to
the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide
satisfactory proof as to the right of such person or persons to exercise the Option.




          5.2 The notice of exercise described in Section 5.1 shall be accompanied by either (i) payment
of the full purchase price for the Shares in respect of which the Option is being exercised and of
all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such
payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise
issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company
directing the Company to deliver a specified number of Shares directly to a designated broker or
dealer pursuant to a cashless exercise election, in which case the Company must receive, prior to
the issuance of the Shares in respect of which the Option is being exercised, payment of the full
purchase price for the Shares in respect of which the Option is being exercised and all applicable
Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering
Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof).
The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares
in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by
reference to the Fair Market Value of such Shares as of the date of such



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withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a
portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company
shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the
applicable Withholding Taxes.




          5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be
necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is
being exercised, the Company shall, subject to the Plan and this Option Agreement, take such action
as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such
exercise was effective.




          5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights and
privileges of a stockholder of the Company in respect of, Shares purchased upon exercise of the
Option until (i) the Option shall have been exercised pursuant to the terms of this Option
Agreement and the Optionee shall have paid the full purchase price for the number of Shares in
respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company
shall have issued the Shares in connection with such exercise.




6. Termination of Employment.




          6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof
(the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall
be terminated for any reason, other than death or permanent disability (as herein defined), the
Optionee’s right to exercise the Option shall terminate as of the effective date of termination
(the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the
Committee in accordance with the Plan). For purposes hereof, “permanent disability” means
incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for
benefits under the applicable long-term disability plan or policy of the Company or the applicable
subsidiary of the Company which is in effect at the time Optionee became incapacitated.




          6.2 If the Optionee’s employment with the Company and its subsidiaries shall be terminated by
reason of death or permanent disability, the Option shall become immediately fully exercisable as
to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of
the estate of the Optionee or the person or persons to whom the Option shall have been validly
transferred by the executor or the administrator pursuant to will or the laws of descent or
distribution shall have the right, within one year from the date of the Optionee’s death or
permanent disability, to exercise the Option, subject to any other limitation contained herein on
the exercise of the Option in effect at the date of exercise.




          6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and
its subsidiaries shall be terminated for any reason other than for Cause or death or permanent
disability, the Optionee shall have the right within three months after the Termination Date (or,
if the Optionee’s employment with the Company and its subsidiaries is terminated by reason of a
qualified retirement as herein defined, within three years after the Termination Date) to exercise
the Option to the extent that installments thereof shall have been or become exercisable at the
Termination Date and shall not have been exercised, subject to any other limitation contained
herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise
provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any
installments of the Option that were not exercisable at the Termination Date (if any) shall
terminate as of the Termination Date. If the Optionee’s employment is terminated for Cause, the
Option shall terminate as of the Termination Date, whether or not exercisable. For purposes
hereof, “Cause” means the Optionee’s (i) intentional failure to perform reasonably assigned duties,
(ii) dishonesty or willful misconduct in the performance of duties, (iii) engaging in a transaction
in connection with the performance of duties to the Company or its subsidiaries which transaction
is adverse to the interests of the Company or its subsidiaries and is engaged in for



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personal profit or (iv) willful violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses). In addition, “qualified
retirement” means the Optionee (a) terminates employment with the Company 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 Company or any
of its subsidiaries at the reasonable request of the Company 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 Company 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).




          6.4 If the Optionee shall die within the three-month period (or the three-year period, if
applicable) referred to in Section 6.3 above, the Optionee or the executor or administrator of the
estate of the Optionee or the person or persons to whom the Option shall have been validly
transferred by the executor or administrator pursuant to will or the laws of descent and
distribution shall have the right, within one year from the date of the Optionee’s death (or, if
longer and applicable under Section 6.3 above, within the original three-year period referred to
therein), to exercise the Option to the extent that the Option was exercisable at the date of
death, subject to any other limitation contained herein on the exercise of the Option in effect at
the date of exercise.




          6.5 The Participant’s rights with respect to the Option 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 Company or any of its subsidiaries. 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 Company’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.




7. Nontransferability.




          The Option shall not be transferable other than by will or by the laws of descent and
distribution, and during the lifetime of the Optionee, the Option shall be exercisable only by the
Optionee, except that the Option may be transferred to and exercised by a family member or family
members of the Optionee, or transferred to an irrevocable trust or trusts established for the
benefit of the Optionee’s family members during this Optionee’s lifetime. After the death of the
Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 6.2 or 6.4, be exercised by the Optionee’s personal representative or
by any person empowered to do so under the Optionee’s will or under the then applicable laws of
descent and distribution.




8. No Right to Continued Employment.




          Nothing in this Option Agreement or the Plan shall be interpreted or construed to confer upon
the Optionee any right to continue employment by the Company or any of its subsidiaries, nor shall
this Agreement or the Plan interfere in any way with the right of the Company or any of its
subsidiaries to terminate the Optionee’s employment at any time for any reason whatsoever, whether
or not with Cause.




9. Adjustments.




          In the event that the outstanding shares of the Common Stock are, from time to time, changed
into or exchanged for a different number or kind of shares of the capital stock of the Company or
other securities of the Company by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of capital stock, or other similar
increase or decrease in the number of shares outstanding without receiving compensation therefor,
the Committee shall, in



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accordance with the terms of the Plan, make an appropriate and equitable adjustment in the number
and kind of Shares or other consideration as to which such Option, or portions thereof then
unexercised, shall be exercisable and the exercise price therefor. Any such adjustment made by the
Committee shall be final, binding and conclusive upon the Optionee, the Company and all other
interested persons. Any such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to the Option. This paragraph shall also apply with respect
to any extraordinary dividend or other extraordinary distribution in respect of the Common Stock
(whether in the form of cash or other property).




10. Effect of a Change in Control.




          10.1 Notwithstanding anything contained in the Plan or this Agreement to the contrary, in the
event of a Change in Control, (a) the Option becomes immediately and fully exercisable as to 100%
of the Shares subject to the Option, and (b) upon termination of an Optionee’s employment with the
Company, following a Change in Control, the Option shall remain exercisable until one year after
termination, but in no event beyond the Exercise Term. The Company reserves the right to change or
modify in any way the definition of Change in Control set forth in this Option Agreement and any
such change or modification shall be binding on the Optionee.




          10.2 For the purposes of this Option Agreement, “Change in Control” shall mean the first to
occur of the following:





	 	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 Company 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 Company’s then outstanding voting securities,
other than by any employee benefit plan maintained by the Company;
	 
	 	b.	 	The sale of all or substantially all the assets of the Company
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 Company 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.





11. Withholding of Taxes.




          As a condition to the issuance of Shares in respect of any exercise of the Option or any other
issuance or payment to the Optionee hereunder, the Optionee shall pay to the Company (and the
Company shall have the right to deduct from any distribution of cash to the Optionee) the minimum
amount necessary to satisfy Federal, state, local and foreign withholding tax requirements, if any
(“Withholding Taxes”) with respect to such exercise, issuance or payment.




12. Optionee bound by the Plan.




          The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof.




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13. Modification of Agreement.




          This Agreement may be modified, amended, suspended or terminated, and any terms or conditions
may be waived, but, subject to paragraphs 6.5 and 10.1 and to the terms and conditions of the Plan,
only by a written instrument executed by the parties hereto.




14. 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.




15. 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. If the Optionee has received a copy of this Agreement (or the Plan or any other document
related hereto or thereto) translated into a language other than English, such translated copy is
qualified in its entirety by reference to the English version thereof, and in the event of any
conflict the English version will govern.




16. Successors in Interest.




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




17. Administration.




          The Committee shall have the power to interpret the Plan and this Option 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
Optionee, the Company 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 Options. 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
Option Agreement.




18. 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 Optionee
and Company for all purposes.




19. Data Privacy Consent.




          As a condition of the grant of the Option, the Optionee hereby consents to the collection, use
and transfer of personal data as described in this paragraph. The Optionee understands that the
Company and its subsidiaries hold certain personal information about the Optionee, including name,
home address and telephone number, date of birth, social security number, salary, nationality, job
title, ownership interests or directorships held in the Company or its subsidiaries, and details of
all stock



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options or other equity awards or other entitlements to shares of common stock awarded,
cancelled, exercised, vested or unvested (“Data”). The Optionee further understands that the
Company and its subsidiaries will transfer Data among themselves as necessary for the purposes of
implementation, administration and management of the Optionee’s participation in the Plan, and that
the Company and any of its subsidiaries may each further transfer Data to any third parties
assisting the Company in the implementation, administration and management of the Plan. The
Optionee understands that these recipients may be located in the European Economic Area or
elsewhere, such as the United States. The Optionee hereby authorizes them to receive, possess, use,
retain and transfer such Data as may be required for the administration of the Plan or the
subsequent holding of shares of common stock on the Optionee’s behalf, in electronic or other form,
for the purposes of implementing, administering and managing the Optionee’s participation in the
Plan, including any requisite transfer to a broker or other third party with whom the Optionee may
elect to deposit any shares of common stock acquired under the Plan. The Optionee may, at any time,
view such Data or require any necessary amendments to it.




20. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.




          By accepting this Agreement and the grant of the Option evidenced hereby, the Optionee
expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or
terminated by the Company at any time; (b) the grant of the Option is a one-time benefit that does
not create any contractual or other right to receive future grants of options, or benefits in lieu
of options; (c) all determinations with respect to future option grants, if any, including the
grant date, the number of Shares granted, the exercise price and the exercise date or dates, will
be at the sole discretion of the Company; (d) the Optionee’s participation in the Plan is
voluntary; (e) the value of the Option is an extraordinary item of compensation that is outside the
scope of the Optionee’s employment contract, if any, and nothing can or must automatically be
inferred from such employment contract or its consequences; (f) Options 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 Optionee 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 Optionee understands, acknowledges and agrees that the Optionee will have no rights
to compensation or damages related to option proceeds in consequence of the termination of the
Optionee’s employment for any reason whatsoever and whether or not in breach of contract.




21. 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.




22. Award Administrator.




          The Company may from time to time to designate a third party (an “Award Administrator”) to
assist the Company in the implementation, administration and management of the Plan and any Options
granted thereunder, including by sending Award Letters on behalf of the Company to Optionees, and
by facilitating through electronic means acceptance of Option Agreements by Optionees and Option
exercises by Optionees.




23. 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 Company may elect to issue or deliver such Shares in book
entry form in lieu of certificates.




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24. Acceptance.




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




	 	 	 	 	 
	 

	 	By:
	 	L-3 COMMUNICATIONS HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	 	 	/s/ Michael T. Strianese
	 

	 	 	 	 
	 

	 	 	 	Michael T. Strianese

President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ Steven M. Post
	 

	 	 	 	 
	 

	 	 	 	Steven M. Post

Senior Vice President, General Counsel and 

     
Corporate Secretary
	 
	 	 	 	 
	Acknowledged and Agreed

as of the date first written above:
	 	 	 	 
	 
	 	 	 	 
	 

Optionee Signature

	 	 	 	 







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