NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

Exhibit 4.12

NON-EMPLOYEE DIRECTOR 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. 2006 Omnibus Plan (the "Plan") and the 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.

W I T N E S S E T H:

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. 2006 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 $.01 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.

Except as otherwise provided, the Options shall vest and become exercisable as to 100% of the shares of the Company Stock covered thereby on the first anniversary of the date of grant and shall expire ten years from the date of grant.

4. Method of Exercise of Options.

(a)    The Options which are then vested and exercisable shall be exercisable by such method as may be prescribed by the Company.

(b)    The Option exercise price shall be paid in full, at the time of exercise, in cash (including cash received from the Company as compensation), in shares of Company Stock having a Fair Market Value equal to such Option exercise price, in a combination of cash and Company Stock or through a cashless exercise procedure. 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

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other documents and evidences as the Secretary of the Company shall require, or such other manner prescribed by the Company.

(c)    Reasonably promptly after the exercise of an Option, 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) establish and maintain, or cause a representative to establish and maintain, an account to record the Company Stock granted to such Participant and transactions and events affecting such stock.

5. Termination of Service.

In the event of the termination of a Participant's service with the Company other than for Cause, any Option granted to such Participant, to the extent that it is exercisable on the date of such termination, may be exercised by such Participant (or, if applicable, by his or her executors, administrator, legatees or distributees) until the earlier of (a) the date that is two years from the date of such termination or (b) the expiration of such Option. In the event of the termination of a Participant's service with the Company for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on date of such termination.

6. Transferability of Options.

(a)    During a Participant's lifetime, the Committee may permit the transfer, assignment or other encumbrance of an outstanding Option, unless such Option is meant to qualify for the exemptions available under Rule 16b-3, nontransferability is necessary under Rule 16b-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 and; provided, further, that such transferee shall agree to comply with all the terms and conditions of the Option that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option.

(b)    Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executor or administrator of the Participant's estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer, and (ii) an agreement by the transferee to comply with all the terms and conditions of the Option that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option.

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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 issuance of any shares of Company Stock under the Plan 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 issuance of shares of Company Stock under the Plan 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 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 on 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 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Corporate Secretary and to the Participant at the address on record with the Company or at such other address as either party may hereafter designate in writing to the other by like notice.

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(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.

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 that 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:

Participant

______________________________

By accepting this Agreement electronically, I acknowledge having read this Agreement and the Plan and hereby agree to be bound by all provisions set forth in this Agreement and in the Plan.

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SCHEDULE A

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

Notice of Stock Option Grant

Identification

Participant’s Name:

Social Security Number:

Stock Options Granted

Grant Date:

Xxxxx Xxxxx:

Xxxxx Type:

Options Granted:

Grant Expiration:

Vesting:

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