Exhibit 10.4
RESTRICTED STOCK AWARD
AGREEMENT
PURSUANT TO THE GENERAL DYNAMICS
CORPORATION
2009 EQUITY COMPENSATION
PLAN
This Restricted Stock Award
Agreement (the “Agreement”) is entered into as of [
], (the “Grant Date”), by and between General Dynamics
Corporation (the “Company”) and [
] (the “Grantee”).
WHEREAS, the Company sponsors the
General Dynamics Corporation 2009 Equity Compensation Plan (the
“Plan”), pursuant to which the Company may grant shares
of Restricted Stock; and
WHEREAS, the Company desires to
grant the Grantee a Restricted Stock award.
NOW, THEREFORE, in consideration of
the recitals and the mutual agreements herein contained, the
parties hereto agree as follows:
1. Number of Shares . The
Grantee is hereby granted [
] shares of Restricted Stock, subject to the restrictions set forth
herein.
2. Terms of Restricted Stock
. The grant of Restricted Stock provided in Section 1 hereof
will be subject to the following terms, conditions and
restrictions:
(a) Incidents of Ownership .
Subject to the restrictions set forth in the Plan and this
Agreement, the Grantee will possess all incidents of ownership of
the Restricted Stock granted hereunder, including the right to
receive dividend equivalents with respect to such shares and the
right to vote such shares.
(b) Restricted Period .
Except as may otherwise be provided herein, the restrictions on
transfer of the Restricted Stock will lapse on the first day of
January on which the New York Stock Exchange is open for business
of the fourth calendar year following the calendar year in which
the Grant Date occurs (the “Restricted Period”)
provided that the Grantee is employed by the Company or is serving
as a director of the Company on such date or dies prior to such
date while employed by the Company or serving as a director of the
Company. Upon the lapse of restrictions relating to the Restricted
Stock, the Company, in its sole discretion, may either issue to the
Grantee or the Grantee’s personal representative a stock
certificate representing, or deposit in such Grantee’s or the
Grantee’s personal representative’s brokerage account
via electronic transfer, one share of Common Stock, free of the
restrictive legend described in Section 3 hereof, in exchange
for each whole share of Restricted Stock with respect to which such
restrictions have lapsed. If certificates representing such
Restricted Stock have previously been delivered to the Grantee or
shares have previously been deposited in such Grantee’s
brokerage account, the Grantee will return such certificates or
shares to the Company, complete with any necessary signatures or
instruments of transfer, prior to the issuance by the Company of
such unlegended shares of Common Stock.
(c) Transfer Restrictions .
Shares of Restricted Stock, and any interest therein, may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and
distribution, prior to the lapse of restrictions set forth in the
Plan and this Agreement applicable thereto, as set forth in this
Section 2.
(d) Incorporation of Plan by
Reference, Etc. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set
forth herein, this Agreement will be construed in accordance with
the provisions of the Plan and any capitalized terms not otherwise
defined in this Agreement will have the definitions set forth in
the Plan. The Committee will have final authority to interpret and
construe the Plan and this Agreement and to make any and all
determinations under them, and its decisions will be binding and
conclusive upon the Grantee and the Grantee’s legal
representative in respect of any questions arising under the Plan
or this Agreement. If there exists any inconsistency between the
terms of this Agreement and the Plan, the terms contained in the
Plan will govern. If there exists any inconsistency between the
terms of the Restricted Stock as provided for herein (including,
but not limited to, terms relating to the number of shares of
Restricted Stock or the termination of the Restricted Period) and
the terms as indicated in the records maintained by Company, the
terms as indicated in the records of the Company will
govern.
3. Certificate; Restrictive
Legend . The Grantee agrees that any certificate issued for
Restricted Stock prio
