Exhibit 10(q)
2007 RESTRICTED SHARE AWARD AGREEMENT
Employee's Name:
Number of Common Shares: <# of restricted shares awarded>
This 2007 RESTRICTED SHARE AWARD AGREEMENT (the "Agreement") dated as of
, is between EDO Corporation, a New York corporation (the "Company"), and
.
The EDO Corporation 2006 Long-Term Incentive Plan (the "Plan") is intended
to xxxxxx and promote the long-term financial success of the Company by
motivating superior performance by means of providing for the acquisition of an
ownership interest in the Company by Eligible Employees. The Company's Board of
Directors has designated its Compensation Committee (the "Committee") as the
committee to administer the Plan. Capitalized terms used in this Agreement and
not defined herein shall have the meaning assigned to such terms in the Plan.
Pursuant to paragraph 7(a) of the Plan, on , the Committee awarded <#
of restricted shares awarded> shares of the Company's Common Share, par value $1
per share (the "Common Shares") to you, subject to the terms and conditions
described below.
1. Restrictions on Disposition of Common Shares
An entry evidencing the Common Shares shall be made by the Company's stock
transfer agent, in the file maintained by them, for restricted shares of the
Company's Common Shares.
Upon the lapse of the restrictions pursuant to Section 2 of this Agreement,
a share certificate without legend shall be delivered to you.
2. Restriction Period
The Committee has set a Restriction Period for the Common Shares of four
(4) years from the date of the grant. In order for the shares to vest, at the
end of that four year period, the company must have obtained a total company
revenue run rate of $XXX by end of 2010, which must include the achievement of
a minimum XXX% Compound Annual Growth Rate (CAGR) in organic revenue over the 4
year period (a 4 year average growth calculation, not a per year calculation)
and at the point of vesting, the company must be in compliance with all bank
covenants (with a waiver by the bank of covenant(s) acceptable). There shall be
no partial vesting. Unless the Committee permits otherwise, and pursuant to
Sections 7(b), 7(c) and 11(a) of the Plan, you will receive the number of Common
Shares first listed above upon completion of the Restriction Period, which shall
then not be subject to any restrictions and you will be credited with
compensation income equivalent to the Fair Market Value on that date.
3. Rights as a Shareholder
Subject to the provisions of Section 7(e) of the Plan, you shall be
entitled to receive all dividends and other distributions with respect to the
Common Shares.
1
4. Termination of Service
Except as provided for in Section 7(b) of the Plan, the rights to any
portion of the Common Shares that has not become non-forfeitable shall
immediately terminate at the termination of your employment with the Company.
5. Capital Adjustments for Corporate Transactions
Upon the occurrence of an event described in Section 4(c) of the Plan, the
number of the Common Shares covered by this Agreement shall be proportionately
adjusted in accordance with the terms of that Section.
6. Withholding Taxes
The Company shall have the right to deduct withholding taxes from any
payments made pursuant to this Agreement or to make such other provisions, as it
deems necessary or appropriate to satisfy its obligations to withhold federal,
state or local income or other taxes incurred by reason of payments or the
issuance of Common Shares under this Agreement, including the selling of shares
necessary to satisfy such obligations. Whenever, under this Agreement, Common
Shares are to be delivered, the Committee shall be entitled to require as a
condition of delivery that you remit an amount sufficient to satisfy all
federal, state and other governmental withholding tax requirements related
thereto.
7. Agreement
Nothing contained in this Agreement and no action taken pursuant to this
Agreement shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and you, your executor,
administrator or other legal representative, or designated beneficiary or any
other persons. Any reserves that may be established by the Company in connection
with this Agreement shall continue to be part of the general funds of the
Company and no individual or entity other than the Company shall have any
interest in such funds until paid. If and to the extent that you or your
executor, administrator or other legal representative, as the case many be,
acquires a right to receive any payment from the Company pursuant to this
Agreement, such right shall be no greater than the right of an unsecured general
creditor of the Company.
8. Notices
You shall be responsible for furnishing the Company with the current and
proper address for the mailing of notices and delivery of agreements, shares
pursuant to this Agreement. Any notices required or permitted to be given shall
be in writing and shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until you furnish the proper address.
Notice may also be given by fax, telegram, or cable. Notice shall be effective
upon receipt. This provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under the terms of
this Agreement or any applicable law. Notice to the Company shall be given as
follows:
2
EDO Corporation
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
3
9. Entire Agreement
This Agreement embodies the entire agreement and understanding between the
Company and you with respect to the subject matter hereof and may not be
changed, modified or terminated orally but only by a written instrument executed
by the Company and you. The Committee shall have complete discretionary
authority to interpret this Agreement in accordance with the provisions of the
Plan.
10. Governing Law
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York without reference to its conflict
of law rules to the extent not pre-empted by Federal law, which shall otherwise
control.
11. Severability of Provisions
If any provision of this Agreement shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Agreement shall be construed and enforced as if such provisions
had not been included.
12. Interpretation, etc.
The Committee in accordance with the applicable provisions of the Plan
shall administer the Plan and this Agreement. All determinations by the
Committee as to any matter, including matters of interpretation of this
Agreement and the Plan shall be conclusive and binding upon you. In the event of
a conflict between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall control.
13. Amendments
The Committee shall have the right, from time to time, to amend the
Agreement provided that no such amendment shall impair your rights under this
Agreement without your consent. The Company shall give written notice to you of
any such alteration or amendment of this Agreement as promptly as practicable
after the adoption thereof. This Agreement may also be amended in a written
document signed by both you and the Company.
14. No Right of Employment
Nothing in this Agreement and no action by the Company, the Board or the
Committee in establishing or administering this Agreement shall be construed as
giving you the right to be retained in the employ of the Company or any
Subsidiary.
15. Headings and Captions
The headings and captions herein are provided for reference and convenience
only. They shall not be considered part of this Agreement and shall not be
employed in its construction.
4
16. Supplements
The Committee may add any supplement to this Agreement at a later date if
such supplement does not adversely affect your rights under this Agreement. All
capitalized terms used in such supplements without definition are used as
defined in this Agreement or the Plan.
By signature below, the Company and you have duly executed this Agreement.
EDO CORPORATION
By:
---------------------------------
Xxxxxxxx Xxxxxxxx
Senior Vice President - Human
Resources
Accepted:
---------------------------
(Employee)
5
