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Exhibit
10.9
RESTRICTED STOCK UNIT
AWARD AGREEMENT
PURSUANT TO THE GENERAL
DYNAMICS CORPORATION
EQUITY COMPENSATION
PLAN
This Restricted Stock Unit
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 Equity Compensation Plan (the
“Plan”), pursuant to which the Company may grant
Restricted Stock Units (“RSUs); and
WHEREAS, the Company desires
to grant the Grantee an award of RSUs.
NOW, THEREFORE, in
consideration of the recitals and the mutual agreements herein
contained, the parties hereto agree as follows:
1. Number of RSUs .
The Grantee is hereby granted RSUs over
shares of Common Stock, subject to the restrictions set forth
herein. Each RSU represents an unfunded, unsecured promise by the
Company to deliver one share of the Company’s common stock
(“Common Stock”), subject to certain restrictions and
the terms and conditions contained in this Agreement.
2. Nature and Settlement
of Award . Settlement of the RSUs shall occur as soon as
practicable after the Vesting Date (as provided in
Section 3(b) below), but in any event, for Grantees who are
U.S. taxpayers, within the period ending on the 15th day of the
third month following the end of the tax year (of the Grantee or of
the Company, whichever is later) in which the Vesting Date has
occurred.
3. Terms of RSUs . The
grant of RSUs provided in Section 1 hereof will be subject to
the following terms, conditions and restrictions:
(a) No Shareholder
Rights . The grant of RSUs does not entitle Grantee to any
rights of a shareholder of Common Stock, including dividends or
voting rights.
(b) Vesting Date .
Except as may otherwise be provided herein, RSUs will vest 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 “Vesting
Date”) 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 vesting of the RSUs, 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 for each RSU
that has vested.
(c) Dividend
Equivalents . If the Company decides to pay dividend
equivalents on the RSUs, such dividend equivalents will accrue and
be notionally credited to the Grantee’s RSU account and paid
out in the form of additional shares after the Vesting Date in
accordance with Section 2 and will in no circumstances be
settled in cash; no dividend equivalents will be paid out prior to
the Vesting Date. In no event shall fractional shares be issued;
the Company will round down to the nearest share in settling any
accrued dividend equivalents.
(d) Transfer
Restrictions . Neither the RSUs nor any interest thereto may be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of by the Grantee, except by will or the laws of descent
and distribution, and any such purported sale, assignment,
transfer, pledge, hypothecation or other disposition shall be void
and unenforceable against the Company.
(e) 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 an inconsistency between the
terms of the RSUs as provided for herein (including terms relating
to the number of shares of RSUs or the Vesting Date) and the terms
as indicated in the records maintained by Company, the terms as
indicated in the records of the Company will govern.
4. Termination of
Employment or Service as a Director .
(a) General . In the
event that (i) the Grantee ceases to be employed by the
Company or ceases to be a director of the Company for any reason
(other than due to death, total and permanent disability,
Retirement (as defined below), divestiture or discontinued
operation of a Subsidiary or division with which the Grantee was
associated, or lay-off), prior to the Vesting Date or (ii) the
Grantee ceases to be employed by the Company on account of lay-off
prior to December 31 st of
the calendar year following the calendar year in which the Grant
Date occurs (the “Determination Date”), the RSUs will
be automatically forfeited by the Grantee on the date of such
termination. For purposes of this Agreement, in the event of
involuntary termination of the Grantee’s employment (whether
or not in breach of local labor laws), the Grantee’s right to
receive RSUs and vest under the Plan, if any, will terminate
effective as of the date that the Grantee is no longer actively
employed and will not be extended by any notice period mandated
under local law ( e.g. , active employment would not include
a period of “garden leave” or similar period pursuant
to local law); furthermore, in the event of involuntary termination
of employment (whether or not in breach of local labor laws), the
Grantee’s right to receive shares pursuant to the RSUs after
termination of employment, if any, will be measured by the date of
termination of the Grantee’s active employment and will not
be extended by any notice period mandated under local law; the
Committee shall have the exclusive discretion to determine when the
Grantee is no longer actively employed for purposes of the Award.
For purposes of this Agreement, “Retirement” means,
(A) with respect to an employee who is not an elected officer
of the
2
Company on the date on which the
employee’s employment with the Company terminates, the
termination of employment after the attainment of age 55 with at
least five (5) or more years of continuous service and
(B) with respect to an employee who is an elected officer of
the Company on the date on which the employee’s employment
with the Company terminates, termination of employment after
attaining age 55 with the consent of the Chief Executive Officer of
the Company.
(b) Certain
Terminations . In the event that the Grantee ceases to be
employed by the Company or ceases to be a director of the Company
due to total and permanent disability, Retirement, divestiture or
discontinued operation of a Subsidiary or division with which the
Grantee was associated, prior to the Determination Date, then the
RSUs will vest on the date of such cessation with respect to a
number of RSUs equal to product of (i) the total number of
RSUs granted hereunder (including any dividend equivalents that
have been credited to the Grantee’s notional account as of
the date of termination of employment) and (ii) a fraction,
the numerator of which will be the number of days from
January 1 of the year in which the Grant Date occurs to the
last day of the month in which such termination occurs and the
denominator of which will be 730, such product to be rounded down
to the nearest whole share (the “Pro Rated RSUs”), and
the remaining RSUs will be automatically forfeited by the Grantee
as of the date of such termination. In the event that the Grantee
ceases to be employed by the Company or ceases to serve as a
director of the Company due to total and permanent disability,
Retirement, divestiture or discontinued operation of a
Subsidi
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