Exhibit 4.3
GENERAL DYNAMICS
CORPORATION
2009 EQUITY COMPENSATION
PLAN
(as amended April 23,
2009)
The purpose of the Plan is to
provide the Company with an effective means of attracting,
retaining, and motivating directors, officers and key employees,
and to provide them with incentives to enhance the growth and
profitability of the Company.
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2.
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Effective
Date and Duration of the Plan .
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The Plan was adopted by the Board on
March 4, 2009, and amended by the Committee on April 23,
2009, subject to approval by the stockholders of the Parent. If the
Plan is not approved by the stockholders before the first
anniversary of its adoption by the Board, then the Plan will
automatically terminate and be of no force or effect. Awards may be
made pursuant to the Plan through and including the 10 year
anniversary of the date of the latest stockholder approval of the
Plan, including without limitation any stockholder approval of any
amendment to the Plan to increase the share award capacity
hereunder.
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3.
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Definitions;
Rules of Construction .
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(a)
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Defined
terms . The terms defined
in this Section shall have the following meanings for purposes of
this Plan:
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(i)
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Act shall mean the Securities Exchange Act of 1934,
as amended from time to time, including any regulations promulgated
thereunder.
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(ii)
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Award shall mean a grant under the Plan in any form
permitted hereunder.
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(iii)
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Beneficial
Owner shall have the
meaning used in Rule 13d-3 promulgated under the
Act.
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(iv)
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Beneficiary shall mean (A) the person designated by the
Participant, in the manner provided by the Committee, to receive
benefits upon the death of the Participant, or (B) the estate
of the Participant in the event no such designation shall have been
made or the person so designated shall have died prior to or
coincident with the Participant.
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(v)
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Board shall mean the Board of Directors of the
Parent.
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(vi)
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Cause for the termination of the Participant’s
employment with the Company will be deemed to exist if the
Participant has been convicted of a felony or if the Company
determines in good faith that the Participant has
(a) intentionally and continually failed to perform in all
material respects the Participant’s assigned duties with the
Company (other than a failure resulting from the
Participant’s
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incapacity due to physical or mental
disability or illness) or (b) intentionally engaged in conduct
which is demonstrably and materially injurious to the Company;
provided, however, that if the Participant has entered into an
individual employment or severance agreement between the
Participant and the Company or one of its Subsidiaries, and the
agreement defines the term “Cause”, then Cause shall
have the meaning assigned to such term in such
agreement.
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(vii)
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Change in
Control shall have the
meaning set forth in Section 15 of the Plan.
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(viii)
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Code shall mean the Internal Revenue Code of 1986, as
amended from time to time, including any regulations promulgated
thereunder.
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(ix)
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Committee shall mean the Compensation Committee of the
Board and any successor committee thereto; provided that for these
purposes, references herein to the Committee shall be deemed to
include the Subcommittee, as applicable.
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(x)
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Common
Stock shall mean the
common stock of the Parent.
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(xi)
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Company shall mean collectively the Parent and its
Subsidiaries.
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(xii)
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Fair Market
Value shall mean, as of
the date of determination, (A) the average of the highest and
lowest quoted selling price per share of Common Stock on the
national securities exchange or such other market on which such
stock is principally traded, as determined by the Committee, or
(B) if the shares of Common Stock are not listed or admitted
to trading on any such exchange or market, the average of the
highest and lowest selling price as reported by an over-the-counter
market; provided that if no sales occur as of the date of
determination, then the date of determination shall be the last day
on which a sale was reported; further provided that if the shares
of Common Stock are not then listed on a national securities
exchange or market or traded in an over-the-counter market, such
value shall be determined by the Committee in good faith. In no
event shall the Fair Market Value of any share of Common Stock be
less than the par value per share of Common Stock.
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(xiii)
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Good
Reason shall mean a
termination of service by the Participant from the Company or one
of its Subsidiaries following either (a) a material reduction
in the Participant’s base compensation or (b) a
relocation of more than 50 miles from the Participant’s
principal place of employment immediately prior to the Change in
Control; provided, that, in each case, the Participant shall not
have Good Reason to terminate service unless the Participant
provides the Company with written notice of the occurrence of the
action constituting Good Reason within 30 days following the
occurrence of such action, the Participant provides the Company
with a minimum of 30 days following delivery of the written notice
to cure such action, and the Participant terminates service within
90 days following the occurrence of such action. Notwithstanding
the foregoing, if the Participant has entered into an individual
employment agreement or severance protection agreement with the
Company or one of its Subsidiaries, and the agreement defines the
term “Good Reason”, then Good Reason shall have the
meaning assigned to such term in such agreement.
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(xiv)
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Grant
Date shall mean the date
an Award is made to a Participant.
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(xv)
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Incumbent
Board shall have the
meaning set forth in Section 15 of the Plan.
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(xvi)
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ISO shall mean any Option, or portion thereof,
awarded pursuant to the Plan which is designated by the Committee
as an incentive stock option and also meets the applicable
requirements of an incentive stock option pursuant to Code
Section 422.
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(xvii)
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Non-Employee
Director shall mean a
member of the Board who is not an employee of the
Company.
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(xviii)
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Non-Statutory Stock Option
shall mean any Option awarded under
the Plan which does not qualify as an ISO or is designated as a
Non-Statutory Stock Option notwithstanding that it may otherwise
qualify as an ISO.
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(xix)
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Non-Control
Transaction shall have
the meaning set forth in Section 15 of the Plan.
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(xx)
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Option shall mean an option to purchase Common Stock
pursuant to the Plan.
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(xxi)
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Parent shall mean General Dynamics Corporation (and any
successor thereto).
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(xxii)
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Participant shall mean any individual who has an outstanding
Award pursuant to the Plan.
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(xxiii)
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Participation Unit shall mean an Award of an unfunded obligation of
the Company that has a value derived from or related to the value
of Common Stock, including but not limited to a stock appreciation
right, phantom stock unit or restricted stock unit, that is payable
in cash or Common Stock, or any combination thereof, as may be
specified pursuant to the Award.
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(xxiv)
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Person for purposes of Section 15 only shall have
the meaning used in Sections 13(d) or 14(d) of the Act, and
will include any “group” as such term is used in such
sections.
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(xxv)
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Plan shall mean the General Dynamics Corporation 2009
Equity Compensation Plan as set forth herein and as may be amended
from time to time.
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(xxvi)
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Purchase
Price shall mean the
price for which a share of Common Stock may be purchased pursuant
to an Option as determined by the Committee, provided that such
amount will not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the Grant Date of the
Option.
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(xxvii)
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Repriced shall have the meaning set forth in
Section 10 of the Plan.
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(xxviii)
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Restricted
Stock shall mean shares
of Common Stock subject to such restrictions determined pursuant to
the Plan.
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(xxix)
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Subcommittee shall mean a subcommittee of the Committee that
may be created to comply with the performance-based compensation
provisions of Code Section 162(m) and as set forth in
Section 13 of the Plan.
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(xxx)
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Subject
Person shall have the
meaning set forth in Section 15 of the Plan.
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(xxxi)
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Subsidiary shall mean any corporation, partnership, joint
venture, limited liability company or other entity during any
period in which at least a fifty percent (50%) voting or
profits interest is owned, directly or indirectly, by the Parent,
and any other business venture designated by the Committee in which
the Parent has a significant interest; provided, that, for purposes
of Section 15 regarding Change in Control,
“subsidiary” shall have the meaning as set forth in
Section 15 of the Plan.
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(xxxii)
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Surviving
Corporation shall have
the meaning set forth in Section 15 of the Plan.
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(xxxiii)
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Transaction shall have the meaning set forth in
Section 14 of the Plan.
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(xxxiv)
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13G
Filer shall have the
meaning set forth in Section 15 of the Plan.
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(b)
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Construction . Unless otherwise expressly provided or the
context otherwise requires, the terms defined in this Plan include
the plural and the singular, and pronouns of either gender or
neuter shall include, as appropriate, the other pronoun
forms.
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Any officer or employee of the
Company is eligible for selection by the Committee for an Award
under this Plan. Awards to Non-Employee Directors may be granted
pursuant to Section 12 of the Plan.
The Committee shall determine the
amounts and types of the Awards and the terms and conditions of
such Awards, consistent with the terms of this Plan. Awards may be
made in Common Stock, Options, Restricted Stock, Participation
Units, or in any combination thereof. If any Award is settled in
cash that is to be paid on a deferred basis, the Participant may be
entitled, on terms and conditions as the Committee may determine,
to be paid interest on the unpaid amount.
Except as otherwise provided by the
Committee, and to the extent permitted pursuant to applicable rules
of the national securities exchange or such other market on which
Common Stock is principally traded and the Committee charter, the
chairperson of the Committee may make Awards on behalf of the
Committee to any Participant, other than a Participant subject to
Section 16 of the Act or a Participant who is a “covered
employee” under Code Section 162(m)(3) (or any successor
provision thereto).
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6.
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Common Stock
Available for Awards Pursuant to the Plan .
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Subject to adjustment pursuant to
Section 14 of the Plan, the maximum number of shares of Common
Stock available for grant of Awards (including the shares
underlying Options, Restricted Stock and Participation Units)
pursuant to the Plan is 32,000,000. The
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maximum number of shares available for ISOs and
Non-Statutory Stock Options pursuant to the Plan is 32,000,000. The
maximum number of shares available for grants of Restricted Stock
and Participation Units pursuant to the Plan is 5,000,000. The
shares of Common Stock issued pursuant to the Plan may come from
authorized and unissued shares, treasury shares or shares purchased
by the Company in the open market.
Awards may be based on the
attainment by the Participant, Company or any Company business unit
over a specified period of time, of performance goals
pre-established by the Committee (or Subcommittee, as applicable),
based on one or more of the following criteria (as determined in
accordance with generally accepted accounting principles, as
applicable): (a) market price of Common Stock,
(b) earnings per share of Common Stock, (d) net income or
profit (before or after taxes), (d) return on total
stockholder equity, (e) return of stockholders’ equity,
(f) cash flow, (g) cumulative return on net assets
employed, (h) earnings before interest and taxes,
(i) earnings before interest, taxes, depreciation and
amortization, (j) earnings from continuing operations,
(k) sales or revenues, (l) return on assets, capital or
investment, (m) market share, (n) cost reduction goals,
(o) budget comparisons, (p) implementation or completion
of specified projects or processes, (q) the formation of joint
ventures, research or development collaborations, or the completion
of other transactions, or (r) any combination of any of the
foregoing. To the extent permitted under Code Section 162(m)
(including, without limitation, compliance with any of the
requirements for stockholder approval) and prior to an Award being
granted, the Subcommittee may designate additional business
criteria on which the performance goals may be based or adjust,
modify or amend the aforementioned business criteria.
Notwithstanding any other provision
of the Plan, no one Participant, in any calendar year, shall be
granted an Award with respect to more than:
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x.
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1,000,000
shares of Common Stock pursuant to an award of unrestricted shares
of Common Stock or pursuant to an Option; and
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y.
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200,000 shares
of Restricted Stock or Participation Units with a value greater
than 200,000 shares of Common Stock.
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The limitations set forth in this
section shall be subject to adjustment as provided in
Section 14, but only to the extent such adjustment would not
affect the status of compensation attributable to Awards hereunder
as qualifying under the performance-based compensation provisions
of Code Section 162(m) and the regulations promulgated
thereunder.
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8.
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Common Stock
Awards . The Committee
may grant unrestricted shares of Common Stock on such terms and
conditions, not inconsistent with this Plan, as the Committee may
determine.
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9.
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Restricted
Stock Awards .
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(a)
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General
. The Committee may grant Restricted
Stock, on such terms and conditions, not inconsistent with this
Plan, as the Committee may determine. Restricted Stock represents
an Award made in Common Stock in which the shares granted may not
be sold,
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transferred, pledged, assigned, or
otherwise alienated or hypothecated except upon passage of time, or
upon satisfaction of performance goals or other conditions, or a
combination thereof, in every case pursuant to such terms and
conditions as may be provided by the Committee.
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(b)
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Terms and
Conditions . Restricted
Stock Awards may not vest sooner than three years from the original
Grant Date (other than shares of Common Stock granted as an
adjustment pursuant to a performance-based formula), provided that
Restricted Stock may vest earlier in accordance with
Section 15 and the Committee may provide for a shorter period
(a) in connection with any corporate divestiture or
acquisition affecting a Participant’s employment with the
Company, (b) in the case of any special agreement, award, or
situation with respect to any individual Participant, or
(c) in connection with such other events or circumstances as
the Committee may determine from time to time. Subject to the
restrictions set forth in this Section 9, each Participant who
receives Restricted Stock shall have all rights as a stockholder
with respect to such shares, including the right to vote the shares
and receive dividends or dividend equivalents and other
distributions thereon. Restricted Stock shares may be held by the
Company until all restrictions lapse and shall be subject to a
legend describing applicable restrictions as provided by the
Committee from time to time. The rights of Restricted Stock as set
forth in this Section 9 are contingent upon such shares having
not been forfeited. Unless otherwise provided by the Committee, any
Award of Restricted Stock of a Participant who terminates
employment with the Company for any reason (prior to the time the
related shares cease to be Restricted Stock) shall be forfeited
without further action by the Committee. The treatment of Awards of
Restricted Stock of a Participant whose employment is terminated as
a result of retirement, death, disability, divestiture or
discontinued operations or layoff will be governed by the policies
established by the Committee with respect to these various
termination categories.
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(a)
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Type of
Options . The Committee
may grant Options in the form of ISOs, Non-Statutory Stock Options,
or any combination thereof, on such terms and conditions, not
inconsistent with this Plan, as the Committee may determine. Each
Award of Options shall identify whether the Options are intended to
be ISOs or Non-Statutory Stock Options. If an Award is not
designated as either ISOs or Non-Statutory Stock Options, then such
Award shall be deemed to be Non-Statutory Stock Options.
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(b)
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ISO
Limitations . For ISOs
granted under the Plan, the aggregate Fair Market Value (determined
as of the Grant Date) of the number of shares with respect to which
ISOs are exercisable for the first time by any Participant during
any calendar year under all plans of the Company shall not exceed
$100,000, or such other maximum amount then applicable under Code
Section 422. Any Option or a portion thereof that is
designated as an ISO that for any reason fails to meet the
requirements of an ISO shall be treated hereunder as a
Non-Statutory Stock Option. No ISO may be granted to an individual
if, at the time of the proposed grant, such individual owns (or is
deemed to own un
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