L-3 COMMUNICATIONS HOLDINGS,
INC.
2008 DIRECTORS STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(Version 0001)
This Restricted
Stock Unit Agreement (this “Agreement”), effective as
of the Grant Date (as defined below), is between L-3 Communications
Holdings, Inc., a Delaware corporation (the
“Corporation”), and the Participant (as defined
below).
1.
Definitions . The following terms shall have the following
meanings for purposes of this Agreement:
(a)
“Award Letter” shall mean the letter to the Participant
attached hereto as Exhibit A.
(b)
“Change in Control” means:
(1)
The acquisition by any person or group (including a group within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), other than the Corporation or any of its subsidiaries, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of a majority of the combined
voting power of the Corporation’s then outstanding voting
securities, other than by any employee benefit plan maintained by
the Corporation;
(2)
The sale of all or substantially all the assets of the Corporation
and its subsidiaries taken as a whole; or
(3)
The election, including the filling of vacancies, during any period
of 24 months or less, of 50% or more of the members of the
Board of Directors, without the approval of Continuing Directors,
as constituted at the beginning of such period. “Continuing
Directors” shall mean any director of the Corporation who
either (i) is a member of the Board of Directors on the Grant
Date, or (ii) is nominated for election to the Board of
Directors by a majority of the Board which is comprised of
directors who were, at the time of such nomination, Continuing
Directors.
(c)
“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(d)
“Grant Date” shall mean the “Grant Date”
listed in the Award Letter.
(e)
“Participant” shall mean the “Participant”
listed in the Award Letter.
(f)
“Restricted Period” shall mean the period beginning on
the Grant Date and expiring on the earlier of (i) the date on
which the Participant ceases to be a director of the Corporation or
(ii) the occurrence of a Change in Control that constitutes a
Section 409A Change in Control Event.
(g)
“Restricted Units” shall mean that number of restricted
units listed in the Award Letter as “Awards Granted,”
as the same may be adjusted from time to time in accordance with
the terms hereof.
(h)
“Section 409A Change in Control Event” shall mean
a change in ownership or effective control of the Corporation, or
in the ownership of a substantial portion of the assets of the
Corporation, within the meaning of Section 409A(a)(2)(A)(v) of
the Code.
(i)
“Shares” shall mean a number of shares of the
Corporation’s Common Stock, par value $0.01 per share, equal
to the number of Restricted Units.
(j)
“Specified Employee” shall mean a “specified
employee” as defined in Treasury Regulation
Section 1.490A-1(i).
(k)
“Vesting Date” shall mean the earliest of: (a) the
first anniversary of the Grant Date (or if earlier, the date of the
Corporation’s first regular annual meeting of stockholders
held after the Grant Date), (b) the termination of the
Participant’s service as a director of the Corporation by
reason of death or permanent disability or (c) the occurrence
of a Change in Control (without regard to whether such event
constitutes a Section 409A Change in Control
Event).
2.
Grant of Units . The Corporation hereby grants the
Restricted Units to the Participant, each of which represents the
right to receive one Share upon the expiration of the Restricted
Period, subject the terms, conditions and restrictions set forth in
the L-3 Communications Holdings, Inc. 2008 Directors Stock
Incentive Plan (the “Plan”) and this
Agreement.
3.
Restricted Unit Account . The Corporation shall cause
an account (the “Unit Account”) to be established and
maintained on the books of the Corporation to record the number of
Restricted Units credited to the Participant under the terms of
this Agreement. The Participant’s interest in the Unit
Account shall be that of a general, unsecured creditor of the
Corporation.
4.
Restrictions on Transfer During Restricted Period .
Until the Restricted Period has expired or terminated, the
Restricted Units shall not be sold, assigned, transferred, pledged,
hypothecated, loaned, or otherwise disposed of, and during the
Participant’s lifetime the Participant’s rights with
respect to the Restricted Units shall be exercised only by such
Participant or by his or her guardian or legal representative,
except that the Restricted Units may be transferred by will or by
the laws of descent and distribution. Any sale, assignment,
transfer, pledge, hypothecation, loan or other disposition other
than in accordance with this Section 4 shall be null and
void.
5.
Vesting; Forfeiture . Notwithstanding anything in
this agreement to the contrary, the Participant shall forfeit the
Restricted Units and all of the Participants rights hereunder shall
cease (unless otherwise provided for by the Committee in accordance
with the Plan) in the event that either: (a) the Restricted
Period expires prior to the Vesting Date or (b) the
Participant is removed as director of the Corporation for
cause.
6.
Dividend Equivalents . If the Corporation pays a cash
dividend or distribution on its Common Stock, the
Participant’s Unit Account shall be credited as of the
payment date with an additional number of Restricted Units equal to
the following calculation (rounded up or down to the nearest whole
number): (i) the amount payable per share of Common Stock
outstanding as of record date of the dividend or distribution,
multiplied by (ii) the number of Restricted Units credited to
the Participant’s Unit Account as of the record date for the
dividend or distribution, divided by (iii) the Fair Market
Value (as defined in the Plan) of a share of Common Stock as of the
payment date.
7. No
Right to Continue as a Director . Nothing in this Agreement
or the Plan shall be interpreted or construed to confer upon the
Participant any right to continue as a director of the
2
Corporation,
nor shall this Agreement or the Plan interfere in any way with the
right of the Corporation or its directors or stockholders to remove
the Participant as a director in accordance with the by-laws of the
Corporation.
8. No
Rights as a Stockholder . The Participant’s interest
in the Restricted Units shall not entitle the Participant to any
rights as a stockholder of the Corporation. The Participant shall
not be deemed to be the holder of, or have any of the rights and
privileges of a stockholder of the Corporation in respect of, the
Shares unless and until such Shares have been issued to the
Participant in accordance Section 11.
9.
Adjustments Upon Change in Capitalization . In the
event of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend or
similar capital adjustment, as a result of which shares of any
class shall be issued in respect of outstanding shares of the
Corporation’s Common Stock or shares of Corporation’s
Common Stock shall be changed into a different number of shares
or
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