[ARMOR HOLDINGS, INC LOGO]
ARMOR HOLDINGS, INC.
2005 STOCK INCENTIVE PLAN
STOCK BONUS AWARD AGREEMENT
STOCK BONUS AWARD AGREEMENT (the "Agreement") made as of this
<<NUMBERDATE>> day of <<MONTH>>,
<<YEAR>>, by and between Armor Holdings, Inc.,
a Delaware corporation, having its principal office at 1400 Marsh
Landing
Parkway, Suite 112, Jacksonville, FL 32250 (the "Company"), and
<<FIRSTNAME>>
<<LASTNAME>>, an individual residing in
<<CITYSTATE>> (the "Employee").
Capitalized terms not defined herein shall have the meanings
ascribed to them in
the Company's 2005 Stock Incentive Plan.
WHEREAS, the Company has heretofore adopted the Armor Holdings,
Inc.
2005 Stock Incentive Plan (the "Plan") for the benefit of certain
employees,
officers, directors, consultants, independent contractors and
advisors of the
Company or Subsidiaries of the Company, which Plan has been
approved by the
Company's stockholders; and the Employee is a valued and trusted
employee of the
Company and/or one of its subsidiaries; and
WHEREAS, the Company believes it to be in the best interests of the
Company to secure the future services of the Employee by providing
the Employee
with an inducement to remain an employee of the Company and/or one
of its
Subsidiaries through the grant of a stock grant in the Company.
NOW, THEREFORE, the parties agree as follows:
1. STOCK GRANT. Subject to the provisions hereinafter set forth and
the terms
and conditions of the Plan, the Company hereby grants to the
Employee, as of
<<GRANTDATE>> (the "Grant Date"), a stock Grant,
subject to the vesting schedule
set forth below, of up to an aggregate of
<<AMOUNTOFSHARES>> shares (the "Grant
Shares") of common stock of the Company, par value $.01 per share
(the "Common
Stock"), such number being subject to adjustment as provided in the
Plan. As
more fully described below, the Grant Shares granted hereby are
subject to
forfeiture by the Employee if certain criteria are not satisfied.
2. VESTING.
(a) The Grant Shares shall vest and become non-forfeitable in
accordance with the following schedule:
Earned Portion of
Vesting Date
Grant Shares
------------
------------
<<VESTINGDATE1>>
<<SHARES>>
<<VESTINGDATE2>>
<<SHARES1>>
<<VESTINGDATE3>>
<<SHARES2>>
<<VESTINGDATE4>>
<<SHARES4>>
<<VESTINGDATE5>>
<<SHARES5>>
(b) Notwithstanding the vesting schedule set forth above, such
vesting
schedule may be accelerated by the Board of Directors or the
Compensation
Committee of the Board of Directors (the "Committee") in their sole
decision.
(c) Upon the vesting date the earned portion of the Grant Shares
shall
be issued to the Employee in accordance with the Plan and the terms
hereof
including Section 3 below.
(d) If the Employee is terminated by the Company or its
Subsidiaries
for Cause (as defined in the Plan) or voluntarily terminates
employment by the
Company or its Subsidiaries, prior to the satisfaction of the
vesting provisions
set forth above, no further portion of the Grant Shares shall
become vested
pursuant to this Agreement and such unvested Grant Shares shall be
forfeited
effective as of the date that the Employee ceases to be so employed
by the
Company.
(e) Nothing in the Plan or this Agreement shall confer on Employee
any
right to continue in the employ of, or other relationship with, the
Company or
any Subsidiary of the Company, or limit in any way the right of the
Company or
any Affiliate or Subsidiary of the Company to terminate Employee's
employment or
other relationship at any time, with or without Cause. This
Agreement does not
constitute an employment contract. This Agreement does not
guarantee employment
for the length of time of the Vesting Schedule or for any portion
thereof.
(f) Tax Consequences. Employee understands that Employee may suffer
adverse tax consequences as a result of the grant, vesting or
disposition of the
Grant Shares. Employee represents that Employee has consulted with
his or her
own independent tax consultant(s) as Employee deems advisable in
connection with
the grant, vesting or disposition of the Grant Shares and that
Employee is not
relying on the Company for any tax advice.
3. ISSUANCE AND WITHHOLDING.
(a) Upon vesting, the Company shall issue the earned Grant Shares
registered in the name of Employee, Employee's authorized assignee,
or
Employee's legal representative, and shall deliver certificates
representing the
Grant Shares.
(b) Subject to Section 16 below, prior to the issuance of the Grant
Shares, Employee must pay or provide for any applicable federal or
state
withholding obligations of the Company.
4. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer
of Grant
Shares shall be subject to compliance by the Company and Employee
with all
applicable requirements of federal and state securities laws and
with all
applicable requirements of any stock exchange or quotation system
on which the
Company's Common Stock may be listed at the time of such issuance
or transfer
5. NON-TRANSFERABILITY. Until the Grant Shares shall be vested and
issued and
until the satisfaction of any and all other conditions specified
herein, the
Grant Shares may not be so
