Exhibit 10.1
**FORM OF RESTRICTED STOCK AGREEMENT**
     This Agreement is entered into by and between Orbital Sciences Corporation(the “Company”) and                                       (“Director”) as of                                      ..
**W I T N E S S E T H:**
     WHEREAS, from time to time the Company issues shares of Common Stock ofthe Company to directors of the Company as a component of Board compensation;and
     WHEREAS, the Board of Directors has determined it is in the best interestof the Company for directors’ interest in such shares to be subject to certainrestrictions as set forth below.
     NOW, THEREFORE, in consideration of the mutual promises and covenantscontained herein, the parties hereto agree as follows:
     1. **Restricted Stock Award**. The Company has granted, and in the future maygrant, shares of restricted Common Stock (the “Restricted Stock”) in accordancewith and subject to Section 13 of the Company’s 1997 Stock Option and IncentivePlan (the “Plan”). The number of shares granted are set forth on Exhibit A tothis Agreement, which will be amended to the extent additional grants occur.The Restricted Stock shall remain subject to forfeiture until the shares vestin accordance with the terms of this Agreement. The Restricted Stock may notbe sold, transferred, assigned, pledged or otherwise encumbered or disposed ofuntil the applicable vesting date.
     2. **Vesting**.
     (a) Except as otherwise set forth herein, the shares will vest on thevesting date as determined from time to time by the Board of Directors and setforth on Exhibit A. If Director resigns, is removed or becomes disqualifiedfrom the Board, then Director shall forfeit all rights and interest Directorholds as to the Restricted Stock, unless determined otherwise by the Board ofDirectors (or the appropriate committee thereof).
     (b) If, prior to the applicable vesting date, Director dies or incurs aTotal Disability, as defined in the Plan, then Director’s interest in theRestricted Stock will become one hundred percent (100%) vested upon the date ofsuch event.
     (c) If, prior to the applicable vesting date, the Company undergoes aTerminating Transaction, as defined under the Plan, then immediately prior tosuch Terminating Transaction, Director’s interest in the Restricted Stock willbecome one hundred percent (100%) vested.
 

 

     3. **Custody, Delivery and Payment for Restricted Stock**. Upon the vestingdate under Section 2 above, all restrictions applicable to the Restricted Stockwill lapse. As soon as is administratively practical thereafter, the Companyshall deliver the certificates representing those Restricted Stock to Director(or Director’s representative), who may thereafter exercise full rights asowner of the Shares without restriction under this Agreement.
     4. **Director’s Rights as Shareholder Prior to Vesting**. During the periodbefore Director’s rights to the Restricted Stock vest or are forfeited inaccordance with Section 2, Director shall have the right to vote the RestrictedStock and the right to receive any dividends declared or paid with respect tothe Restricted Stock. All distributions, if any, received by Director withrespect to Restricted Stock as a result of any stock split, stock dividend,combination of shares or other similar transaction shall be subject to therestrictions applicable to the original grant.
     5. **Taxes.**The Director is solely responsible for all tax obligationsarising from the vesting of any Restricted Stock.
     6. **Successors and Assigns**. This Agreement is binding upon the heirs,executors and administrators of Director and on the successors and assigns ofthe Company.
     7. **Section 83**. Under Section 83 of the Internal Revenue Code of 1986, asamended (the “Code”), the difference between the fair market value of theRestricted Stock on the grant date and the fair market value of the RestrictedStock on the date any forfeiture restrictions applicable to such RestrictedStock lapse will be reportable as ordinary income at that time. The Directormay elect to be taxed at the time the Restricted Stock are granted at the fairmarket value at the time of such grants, rather than when such Restricted Stockvest by filing an election under Section 83(b) of the Code with the InternalRevenue Service within thirty (30) days after the grant. Failure to make thisfiling within the thirty (30) day period will result in the recognition ofordinary income by the Director as the forfeiture restrictions lapse.
     DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE RESPONSIBILITY, AND NOTTHE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b). DIRECTOR ISRELYING SOLELY ON DIRECTOR’S OWN ADVISORS WITH RESPECT TO THE DECISION AS TOWHETHER OR NOT TO FILE ANY 83(b) ELECTION.
     8. **Miscellaneous.**
          (a) This Agreement shall be construed in accordance with the laws of theState of Delaware without reference to the principles of conflicts of lawsthereof.
          (b) If any provision of this Agreement is invalid or unenforceable, thenit shall not affect the other provisions, and this Agreement shall remain ineffect as though the invalid or unenforceable provisions were omitted. Upon adetermination that any term or other provision is invalid or unenforceable, theCompany shall in good faith modify this Agreement so as to effect the originalintent of the parties as closely as possible.
 

 

          (c) Captions herein are for convenience of reference only and shall not beconsidered in construing the Agreement.
          (d) This Agreement represents the parties’ entire understanding andagreement with respect to the Restricted Stock, and each of the partiesacknowledges that it has not made any, and makes no promises, representationsor undertakings, other than those expressly set forth or referred to therein.
     IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first written above.    **ORBITAL SCIENCES CORPORATION**        **DIRECTOR**