Exhibit 10.2
INCENTIVE STOCK OPTION
AGREEMENT
PURSUANT TO THE GENERAL DYNAMICS
CORPORATION
2009 EQUITY COMPENSATION
PLAN
THIS OPTION AGREEMENT (the
“Agreement”) dated as of [
] (the “Grant Date”), is made between General Dynamics
Corporation (the “Company”) and [
] (the “Optionee”).
WHEREAS, the Company sponsors the
General Dynamics Corporation 2009 Equity Compensation Plan (the
“Plan”), pursuant to which the Company may grant
Options to purchase shares of Common Stock;
WHEREAS, the Company desires to
grant the Optionee an Incentive Stock Option to purchase the number
of shares of Common Stock provided for herein; and
WHEREAS, the Company may also grant
other Options to the Grantee on the Grant Date (such other Options,
together with this Option, being hereinafter referred to as the
“Total Option Grant”).
NOW, THEREFORE, in consideration of
the recitals and the mutual agreements herein contained, the
parties hereto agree as follows:
1. Grant of Option
.
(a) Number of Shares; Type of
Option . The Company hereby grants to the Optionee an Option to
purchase [
] shares of Common Stock (the “Option Shares” and,
together with the shares of Common Stock subject to the Total
Option Grant, the “Total Option Shares”) on the terms
and conditions set forth in this Agreement. The Option is intended
to be treated as an ISO. 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 Optionee and the Optionee’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
Option as provided for herein (including, but not limited to, terms
relating to the number of Option Shares, the Stated Expiration
Date, the exercise price and the exercisability of the Option) and
the terms as indicated in the records maintained by Company, the
terms as indicated in the records of the Company will
govern.
2. Terms and Conditions
.
1
(a) Exercise Price . The
exercise price for the purchase of Option Shares upon the exercise
of all or any portion of the Option will be $[
] per share of Common Stock.
(b) Expiration Date . Subject
to earlier expiration as provided in Section 2(e) below, the
Option will expire at the close of business on the business day
immediately preceding the [
] anniversary of the date hereof (the “Stated Expiration
Date”).
(c) Exercisability of Option
. The Total Option Grant will become vested and exercisable with
respect to one-half (1/2) of the Total Option Shares on the
first anniversary of the Grant Date and with respect to the
remaining Total Option Shares on the second anniversary of the
Grant Date, in each case, only if the Optionee is employed as an
employee of the Company as of the applicable vesting date or dies
prior to the applicable vesting date while employed by the Company;
provided, however, if, the Optionee’s employment is
terminated as a result of one of the events specified in
Section 2(e)(i) (other than death), then the Total Option
Grant will become vested and exercisable on the anniversary of the
Grant Date next following such termination of employment with
respect to a number of Total Option Shares equal to the excess of
(i) product of (A) the number of Total Option Shares and
(B) a fraction, the n
