L-3 COMMUNICATIONS HOLDINGS,
INC.
2008 LONG TERM PERFORMANCE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(Version 0003)
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)
“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(c)
“Grant Date” shall mean the “Grant Date”
listed in the Award Letter.
(d)
“Participant” shall mean the “Participant”
listed in the Award Letter.
(e)
“Restricted Units” shall mean that number of restricted
units listed in the Award Letter as “Awards
Granted.”
(f)
“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.
(g)
“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.
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 or termination of
the Restricted Period (as defined below), subject to the terms,
conditions and restrictions set forth in the L-3 Communications
Holdings, Inc. 2008 Long Term Performance Plan (the
“Plan”) and this Agreement.
3.
Restricted Unit Account . The Corporation shall cause
an account (the “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 Account
shall be that of a general, unsecured creditor of the
Corporation.
4.
Restricted Period . Except as otherwise provided in
paragraphs 6 and 7 hereof, the “Restricted Period”
shall mean the period beginning on the Grant Date and expiring on
the third anniversary of the Grant Date. Upon the expiration or
termination of the Restricted Period, the Shares shall be issued to
the Participant in accordance with Section 13.
5.
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 5 shall be null and void.
6.
Change in Control During Restricted Period . Upon the
occurrence of a “change in control” that constitutes a
Section 409A Change in Control Event, the Restricted Period
shall automatically terminate and the Shares shall thereafter be
issued to the Participant in accordance with Section 13. In
the event of any other “change in control,” the
Restricted Period shall not be immediately affected, but shall
subsequently terminate (and the Shares shall thereafter be issued
to the Participant in accordance with Section 13) upon the
earliest to occur of: (a) a Section 409A Change in
Control Event, (b) the Participant’s death, (c) the
six-month anniversary of the termination of the Participant’s
employment with the Corporation and its subsidiaries due to
“disability” (as defined in Section 7(c) hereof) or
(d) the third anniversary of the Grant Date. For purposes of
this Agreement, a “change in control” means:
(a) 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;
(b) The
sale of all or substantially all the assets of the Corporation and
its subsidiaries taken as a whole; or
(c) 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.
7.
Termination of Employment During Restricted Period
.
(a) In
the event that the Participant’s employment with the
Corporation and its subsidiaries is terminated (other than by
reason of death, “retirement” or
“disability,” as defined below) prior to the expiration
or termination of the Restricted Period and prior to the occurrence
of a “change in control” (as defined in
Section 6), the Participant shall forfeit the Restricted Units
and all of the Participant’s rights hereunder shall cease
(unless otherwise provided for by the Committee in accordance with
the Plan). The Participant’s rights to the Restricted Units
shall not be affected by any change in the nature of the
Participant’s employment so long as the Participant continues
to be an employee of the Corporation or any of its
subsidiaries.
(b) In
the event the Participant terminates employment with the
Corporation and its subsidiaries because of
“retirement” prior to the expiration or termination of
the Restricted Period and prior to the occurrence of a
“change in control” (as defined in Section 6), the
Restricted Period shall not be affected and shall expire with the
passage of time in accordance with paragraph 4, except that
(i) in the event that the Participant dies following
retirement but prior to the expiration of the Restricted Period,
the Restricted Period shall automatically terminate and the Shares
shall thereafter be delivered to the Participant’s
transferee(s) in accordance with Sections 5 and 13 and
(ii) the Restricted Period may earlier
2
terminate in
accordance with Section 6. For purposes of this Agreement,
retirement means the Participant (A) terminates employment
with the Corporation and its subsidiaries other than for Cause (and
is not subject to termination for Cause at the time of such
termination) more than one year after the Grant Date, (B) is
available for consultation with the Corporation or any of its
subsidiaries at the reasonable request of the Corporation or one of
its subsidiaries and (C) terminates employment on or after
attaining age 65 and completing at least five years of service in
the aggregate with the Corporation and its subsidiaries (which
service must be continuous through the date of termination except
for a single break in service that does not exceed one year in
length). For purposes of this Agreement, “Cause” means
the Participant’s (1) intentional failure to perform
reasonably assigned duties, (2) dishonesty or willful
misconduct in the performance of duties, (3) engaging in a
transaction in connection with the performance of duties to the
Corporation or its subsidiaries which transaction is adverse to the
interests of the Corporation and is engaged in for personal profit
or (4) willful violation of any law, rule or regulation in
connection with the performance of duties (other than traffic
violations or similar offenses).
(c) If
the Participant’s employment with the Corporation and its
subsidiaries is terminated because of death, the Restricted Period
shall automatically terminate and the Shares shall thereafter be
issued to the Participant (or to the Participant’s
transferee(s) under Section 5 as the case may be) in
accordance with Section 13. If the Participant’s
employment with the Corporation and its subsidiaries is terminated
because of “disability,” the Restricted Period shall
not be immediately affected, but shall subsequently terminate (and
the Shares shall thereafter be issued to the Participant in
accordance with Section 13) upon the earliest to occur of:
(i) the six-month anniversary of the date of termination,
(ii) the Participant’s death, (iii) a Section 409A
Change in Control Event or (iv) the third anniversary of the
Grant Date. For purposes of this Agreement, disability means the
Participant, as a result of incapacity due to physical or mental
illness, becomes eligible for benefits under the long-term
disability plan or policy of the Corporation or a subsidiary in
which the Participant is eligible to participate.
(d) Whether
(and the circumstances under which) employment has been terminated
and the determination of the termination date for the purposes of
this Agreement shall be determined by the Committee or (with
respect to any
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