L-3 COMMUNICATIONS HOLDINGS, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is made this (the
"Award Date"), by and between L-3 Communications Holdings, Inc., a Delaware
corporation (the "Corporation"), and [firstandlastname], an employee of the
Corporation or a subsidiary thereof (the "Participant").
1. Number of Shares. The Corporation hereby grants to the
Participant [noshares] shares of common stock ("Common Stock") of
the Corporation par value $.01 per share (the "Restricted
Stock"), subject to the terms, conditions and restrictions set
forth in the 1999 L-3 Communications Holdings, Inc. Long Term
Performance Plan (the "Plan") and this Agreement.
2. Effectiveness of Grant; Registration of Shares.
(a) The grant of Restricted Stock shall be effective whether or
not a copy of this Agreement is executed by the Participant.
Such Restricted Stock shall be forfeited, however, if the
Participant does not execute and return a copy of this
Agreement to the Corporation within 45 days after the date
on which the Corporation sends to the Participant a copy of
this Agreement executed by the Corporation, provided that
the Restricted Stock shall not be forfeited if the
Participant fails to execute and return a copy of the
Agreement to the Corporation because the Participant dies
prior to the expiration of the 45-day period.
(b) The Corporation shall cause the Participant to be registered
as the shareholder with respect to the Restricted Stock on
the records of the transfer agent for the Corporation as
soon as reasonably practicable after the Award Date. The
Corporation shall not be required to, but may, issue stock
certificates evidencing the shares of Restricted Stock. To
the extent that stock certificates are issued, the
Corporation shall retain physical possession of such stock
certificates until the Restricted Period expires or
terminates.
3. Restrictions on Transfer. Until the Restricted Period has expired
or terminated, the Restricted Stock shall not be assigned,
transferred, pledged, hypothecated, loaned, or otherwise disposed
of, and any assignment, transfer, pledge, hypothecation, loan or
other disposition shall be null and void.
4. Restricted Period. Except as otherwise provided in paragraphs 5
and 6 hereof, the Restricted Period shall begin on the Award Date
and expire on the third anniversary of the Award Date.
5. Change of Control. The Restricted Period shall terminate upon a
"change of control." For purposes of the Plan and this Agreement,
a change of control means:
(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 Corporation or any of its
subsidiaries, of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 51% or
more of the combined voting power of the Corporation's then
outstanding voting securities, other than by any employee
benefit plan maintained by the Corporation;
(b) The sale of all or substantially all the assets of the
Corporation, or of L-3 Communications Corporation or any
successor thereto; 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 Corporation who either (i) is a member of the Board
of Directors on the Award 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.
6. Forfeiture on Termination of Employment.
(a) In the event that the Participant terminates employment with
the Corporation and/or any of its subsidiaries (otherwise
than by reason of death, "retirement" or "disability," as
defined below) prior to the expiration or termination of the
Restricted Period, the Participant shall forfeit the
Restricted Stock. The Participant's rights to the Restricted
Stock 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 Corporation or any of its
subsidiaries.
(b) In the event the Participant terminates employment with the
Corporation and its subsidiaries because of "retirement,"
the Restricted Period shall expire in accordance with
paragraph 4. For purposes of the Plan and this Agreement,
retirement means the Participant (i) terminates employment
with the Corporation and its subsidiaries more than one year
after the Award Date, (ii) is available for consultation
with the Corporation or any of its subsidiaries at the
reasonable request of the Corporation or one of its
subsidiaries, and (iii) terminates employment on or after
attaining age 65 and completing at least five years of
continuous service, in the aggregate, with the Corporation
and its subsidiaries.
(c) If the Participant terminates employment with the
Corporation and its subsidiaries because of death or
"disability," or if the Participant dies while he/she is
subject to paragraph 6(b) hereof, the Restricted Period
shall terminate. For purposes of the Plan and this
Agreement, disability means the Participant, as a result of
incapacity due to
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physical or mental illness, becomes eligible for benefits
under the long-term disability plan or policy of the
Corporation or a subsidiary in which the Participant is
eligible to participate.
7. Employment. The Participant agrees that he/she will, during such
employment, devote his/her entire time, energy and skill to the
service of the Corporation or such subsidiary and the promotion
of its interests, subject to vacations, sick leaves and other
absences in accordance with the regular policies of the
Corporation or such subsidiary. If the Participant acts in a
manner contrary to the best interests of the Corporation or any
of its subsidiaries and his/her employment is terminated (either
by the Corporation, such subsidiary or the Participant), the
Restricted Stock shall be forfeited immediately.
8. Rights of the Participant. Except as otherwise provided in this
Agreement, the Participant shall have all the rights of a
shareholder with respect to the Restricted Stock, including the
right to vote and the right to receive all dividends or other
distributions.
9. Adjustments Upon Change in Capitalization. In the event of any
reorganization, merger, consolidation, recapitalization,
reclassification, stock split, stock dividend or similar capital
adjustment, as a result of which shares of any class shall be
issued in respect of outstanding shares of Common Stock or shares
of Common Stock shall be changed into a different number of
shares or into another class or classes, the Restricted Stock
granted pursuant to this Agreement shall be adjusted to reflect
such event.
10. General Restrictions. If the Board of Directors of the
Corporation determines, in its discretion, that the listing,
registration or qualification of Common Stock upon any securities
exchange or under any state or Federal law, or the consent or
approval of any government regulatory body is necessary or
desirable as a condition of, or in connection with, the issue or
transfer of shares in connection with the Restricted Stock, such
shares will not be issued or transferred to the Participant
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. In the event
that the Participant shall desire to sell or dispose of any
shares of the Common Stock otherwise than through brokers'
transactions on the New York Stock Exchange, the Participant
agrees to give written notice to the Corporation of his/her
intention to do so, describing briefly the manner of such
proposed sale or disposition. As soon as reasonable practicable
after receiving such written notice, the Corporation will notify
the Participant as to whether, or the terms and conditions on
which, such sale or disposition may be effected without further
registration under the Securities Act of 1933, as amended. If, in
the opinion of counsel for the Corporation, any further
registration is required, the Participant agrees that he/she will
not sell or dispose of any such shares until such registration
shall have been effected.
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11. Delivery of Shares. Upon the expiration or termination of the
Restricted Period and payment by the Participant of any
applicable taxes pursuant to Section 13 of this Agreement, the
Corporation shall, as soon as reasonably practicable, but subject
to any delay necessary to comply with paragraph 10 hereof,
deliver to a brokerage account established by the recordkeeper
for the Plan in the name of the Participant to whom the
Restricted Stock has been issued a certificate or certificates
for the shares of Common Stock for which the Restricted Period
has expired or terminated, registered in the name of such
Participant (or such beneficiary or estate), free and clear of
all restrictions. The Corporation shall not be required to
deliver any fractional share of Common Stock, but shall pay, in
lieu thereof, the fair market value (as defined in the Plan) as
of the date the restrictions lapse of such fractional share to
the Participant (or the Participant's beneficiary or estate). The
Corporation shall pay any costs incurred by the Corporation in
issuing such shares of Common Stock or establishing the brokerage
account.
12. Section 83(b) Election. If the Participant elects, in accordance
with Section 83(b) of the Internal Revenue Code of 1986, as
amended, to recognize ordinary income in the year in which the
Restricted Stock is awarded, the Participant shall furnish to the
Corporation a copy of a completed and signed election form and
shall pay (or make arrangements satisfactory to the Corporation
to pay) to the Corporation, within 45 days after the Award Date,
any Federal, state and local taxes required to be withheld with
respect to the Restricted Stock.
13. Tax Withholding. Upon the expiration or termination of the
Restricted Period, the Participant shall remit to the Corporation
an amount sufficient to satisfy Federal, state and local
withholding tax requirements as a condition to the Corporation's
delivery of any certificate or certificates for such shares as
provided in Section 11. The payment shall be in (i) cash, or (ii)
a reduction in the number of shares of Common Stock otherwise
issuable or other amounts otherwise payable pursuant to this
Award, or (iii) a combination of (i) and (ii).
14. Subsidiary. As used herein, the term "subsidiary" shall mean any
present or future corporation coming within the definition of
"subsidiary corporation" contained in Section 424(f) of the
Internal Revenue Code of 1986, as from time to time amended.
15. Plan Governs. The Participant hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by its terms, all of
which are incorporated herein by reference. The Plan shall govern
in the event of any conflict between this Agreement and the Plan.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
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Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President, Secretary &
General Counsel
Xxxxx X. Xxxxxx
Vice President, Assistant Secretary
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Employee Signature
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Employee Social Security Number
Current Employee Address:
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