ANALEX CORPORATION
EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT
This EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT (the
"Agreement") is made as of _________, 20__ (the "Date of Grant")
between ANALEX CORPORATION, a Delaware corporation (the
"Company") and __________ (the "Participant").
Background Information
A. The Board of Directors of the Company (the "Board")
previously adopted the Analex Corporation 2006 Long-Term
Incentive Plan (the "Plan"). Section 8 of the Plan provides that
the Compensation Committee of the Board (the "Committee") shall
have the discretion and right to grant stock appreciation rights
to any Eligible Person, subject to the terms and conditions of
the Plan and any additional terms provided by the Committee.
B. The Committee has determined that it is in the best
interests of the Company to grant a stock appreciation right to
the Participant.
C. The Participant desires to accept the stock
appreciation right and agrees to be bound by the terms and
conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Grant of Stock Appreciation Right. Subject to the
terms and conditions provided in this Agreement and the Plan, the
Company hereby grants to the Participant a stock appreciation
right covering ______ Shares (the "SAR"), effective as of the
Date of Grant.
2. Exercise Price. The exercise price of the Shares
covered by the SAR shall be $_____ per share (the "Exercise
Price").
3. Settlement of SAR. Upon exercise of all or a specified
portion of the SAR, the Participant shall be entitled to receive
from the Company Shares with an aggregate Fair Market Value on
the date of exercise of the SAR equal to the amount determined by
multiplying:
(a) 100 percent of the amount (if any) by which the
Fair Market Value of a Share on the date of exercise of the SAR
exceeds the Exercise Price, by
(b) the number of Shares with respect to which the SAR
shall have been exercised.
4. Vesting and Term of SAR. Except as may be otherwise
provided in the Plan and this Agreement, the SAR shall vest in
accordance with the following schedule: [insert vesting
schedule].
The SAR shall be exercisable during its term only to the
extent it has vested in accordance with this Section 4. The term
of the SAR commences on the Date of Grant and expires upon the
earliest of the following:
(a) the tenth (10th) anniversary of the Date of Grant;
(b) the first (1st) anniversary of the death of the
Participant;
(c) the first (1st) anniversary of the termination of
the Participant's employment due to Disability;
(d) ninety (90) days after the termination of the
Participant's employment by reason of normal retirement under the
Company's retirement policies; or
(e) thirty (30) days after the termination of the
Participant's employment for any reason other than death,
Disability or retirement.
Notwithstanding any provisions set forth in the Plan or this
Agreement, if the Participant (i) commits any act of malfeasance
or wrongdoing affecting the Company or any parent or subsidiary,
(ii) breaches any covenant not to compete or employment agreement
with the Company, or (iii) willfully and continuously fails to
perform substantially his duties with the Company (other than any
failure due to the Participant's death or Disability), any
unexercised portion of the SAR shall expire immediately upon the
earlier of the occurrence of such event or the last day the
Participant is employed by the Company. No act or failure to act
shall be deemed willful unless the Participant acts or fails to
act not in good faith and without reasonable belief that his
action or failure is in the best interest of the Company.
5. Exercise of SAR. The SAR is exercisable by delivery of
a written exercise notice, at such location and in such form as
the Company shall designate, which shall state the election to
exercise the SAR, the number of Shares in respect of which the
SAR is being exercised, and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. This SAR shall be deemed to be exercised
upon receipt by the Company of such exercise notice. No Shares
shall be issued pursuant to the exercise of this SAR unless such
issuance and exercise complies with all relevant provisions of
law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. Assuming such
compliance, for income tax purposes the exercised Shares shall be
considered transferred to the Participant on the date the SAR is
exercised with respect to such exercised Shares. Prior to the
exercise of this SAR and delivery of the resulting Shares, the
Participant shall not have any rights of a stockholder with
respect to this SAR or the Shares subject to this SAR.
6. Non-Transferability of SAR. The SAR may not be
transferred in any manner otherwise than by will or by the laws
of descent or distribution, except as otherwise permitted by the
Committee in accordance with the terms of the Plan.
7. Change of Control. In the event of a Change of
Control, any portion of the SAR that is not yet vested and
exercisable, shall become fully vested and exercisable on the
date immediately prior to the consummation of such Change of
Control or such other date prior to such Change of Control as
determined by the Board; provided, however that such accelerated
vesting and exercisability shall be subject to such additional
terms, conditions, requirements or restrictions as the Board may
determine in its sole discretion, except, however, that the Board
shall not impose any such additional terms, conditions,
requirements or restrictions if the Board determines that
Participant will be terminated from his current position as a
result of or in connection with such Change of Control. If a
Change of Control occurs, the Committee in its discretion may
take one or more of the following actions: (a) provide for
payment to the Participant of cash or other property with a Fair
Market Value equal to the amount that would have been received
upon the exercise of the SAR had the SAR been exercised or paid
upon the Change of Control, (b) adjust the terms of the SAR in a
manner determined by the Committee to reflect the Change of
Control, (c) cause the SAR to be assumed, or new rights
substituted therefor, by another entity, (d) make such other
provision as the Committee may consider equitable to the
Participant and in the best interests of the Company, or (e)
designate a date when the outstanding SAR, if not exercised,
shall terminate; provided however, that such a date shall not be
so designated unless the Committee provides at least thirty (30)
days advance written notice of the date of termination to the
Participant. In any such event, all other provisions, terms and
conditions of the Plan and this Agreement shall remain in full
force and effect and the Committee is expressly authorized to
take the action described in the preceding sentence and to amend
the Plan or take such other actions as may be necessary,
appropriate or incidental to the actions described above.
8. Tax Withholding. At such time as the Participant
exercises the SAR, the Participant must satisfy the federal,
state, and local income and employment withholding taxes imposed
by reason of the exercise of the SAR. The Participant shall make
an election with respect to the method of satisfaction of such
tax withholding obligation in accordance with procedures
established by the Committee. Unless the Participant delivers to
the Company within ten (10) days after exercise of the SAR a
certified check payable in the amount of all tax withholding
obligations imposed on the Participant and the Company by reason
of the exercise of the SAR, the number of Shares to be delivered
to the Participant upon exercise of the SAR shall be reduced by
the smallest number of Shares which, when multiplied by the Fair
Market Value of a Share on the date of exercise, is sufficient to
satisfy the amount of such tax withholding obligations.
9. No Effect on Employment. Nothing in the Plan or this
Agreement shall confer upon the Participant the right to continue
in the employment of the Company or affect any right which the
Company may have to terminate the employment of the Participant
regardless of the effect of such termination of employment on the
rights of the Participant under the Plan or this Agreement.
10. Rights Prior to Issuance of Certificates. Neither the
Participant nor any person to whom the Participant's rights shall
have passed by will or by the laws of descent and distribution
shall have any of the rights of a shareholder with respect to any
Shares issuable upon exercise of the SAR until the date of
issuance to the Participant or such other person of a certificate
for such Shares.
11. Governing Law and Severability. This Agreement shall
be construed and enforced in accordance with the laws of the
State of Delaware. In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall
be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
12. Successors. This Agreement shall inure to the benefit
of, and be binding upon, the Company and the Participant and
their heirs, legal representatives, successors and permitted
assigns.
13. Entire Agreement. Subject to the terms and conditions
of the Plan, which are incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of the
parties hereto with respect to such terms, restrictions and
limitations.
14. Headings. Section headings used herein are for
convenience of reference only and shall not be considered in
construing this Agreement.
15. Additional Acknowledgements. By their signatures below,
the Participant and the Company agree that the SAR is granted
under and governed by the terms and conditions of the Plan and
this Agreement. The Participant has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and this Agreement.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee made in
accordance with the terms of the Plan and this Agreement upon any
questions relating to the Plan and this Agreement.
IN WITNESS WHEREOF, the Company and the Participant have
executed this Agreement as of the Date of Grant set forth above.
ANALEX CORPORATION
By:
PARTICIPANT:
# 3768834_v1
