Exhibit 10.3
NON-STATUTORY 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 a Non-Statutory 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 a Non-Statutory Stock Option.
(b) 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.
1
2. Terms and Conditions
.
(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 fifth [
] 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 or serves as a director of the Company as of the
applicable vesting date or dies prior to the applicable vesting
date while employed by the Company or serving as a director of the
Company; provided, however, if, the Optionee’s employment or
service as a director 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 with
respect to a number of Total Option Shares equal to the excess of
(i) product of (A) the number of Total Option
Sha
