Exhibit 10(p)
2007 LTIP AWARD AGREEMENT
Employee's Name:
This 2007 Stock Settled Appreciation Right 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 6(a) of the Plan, on , the Committee awarded <#
of Stock Appreciation Rights to you, subject to the terms and conditions
described below. This Stock Appreciation Right shall entitle the Participant to
receive from the Company an amount equal to the excess of the Fair Market Value
of a Common share on the date of exercise of the Stock Appreciation Right over
the exercise price thereof, identified below. Pursuant to Paragraph 6(b) of the
Plan, the Committee has determined that this Stock Appreciation Right shall be
settled in Common Shares, except as otherwise provided herein.
1. Grant of Stock Appreciation Rights, Exercise Price
The Company hereby evidences and confirms its grant to you on XXX, of Stock
Appreciation Rights for XXXX Common Shares, at an exercise price of $XX.XX per
share, which is the fair market value of a Common Share (as defined by the Plan)
on the date of grant. This grant shall be subject to the provisions of the Plan.
2. Term for Exercise
The Stock Appreciation Rights shall be exercisable and the right to such
exercise become non-forfeitable at a rate of 25% of the Common Shares covered
thereby on each [one year] anniversary of the date of grant, subject to the
provisions hereof, and shall remain exercisable over the remaining term of the
Stock Appreciation Rights. Unless an earlier expiration date is specified by
this Agreement, the right to exercise shall expire on the seventh (7)
anniversary of the date of grant of these Stock Appreciation Rights.
Notwithstanding the foregoing, upon the occurrence of a change in control (as
defined in the Plan) any unexercised portion of the Stock Appreciation Right
shall promptly be canceled in exchange for either (i) payment in cash of an
amount equal to the excess of the change in control price over the exercise
price for such rights, or (ii) an Alternative Award as defined in Paragraph
10(b) of the Plan.
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3. Who may Exercise
Except as provided in the Plan, the Stock Appreciation Rights granted
hereunder are exercisable during your lifetime only by you. If you die, become
disabled or retire with the consent of the committee all unexercised rights
shall be exercisable by you, your estate or legal guardian, as such may be the
case as provided for in paragraph 5 (d) of the Plan.
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4. Termination of Service
Except as provided for in Paragraph 5(d) of the Plan, the rights to any
portion of the Stock Appreciation Right 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 Paragraph 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 Paragraph.
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, 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:
EDO Corporation
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00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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9. Entire Agreement
This Agreement and the Plan embody 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.
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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:
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(Employee)
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