0001341004-06-002324.txt : 20060825 0001341004-06-002324.hdr.sgml : 20060825 20060825164249 ACCESSION NUMBER: 0001341004-06-002324 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060825 DATE AS OF CHANGE: 20060825 EFFECTIVENESS DATE: 20060825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000028630 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 132632319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-136909 FILM NUMBER: 061056400 BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738981500 MAIL ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC RETRIEVAL SYSTEMS INC DATE OF NAME CHANGE: 19920703 S-8 1 drss8.htm

As Filed with the Securities and Exchange Commission on August 25, 2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

_______________

DRS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
Incorporation or organization)

132632319
(I.R.S. Employer Identification No.)

5 Sylvan Way

Parsippany, New Jersey 07054

(Address, including zip code, and telephone number

of registrant's principal executive offices)

_______________

DRS TECHNOLOGIES, INC. 2006 OMNIBUS PLAN

(Full title of the plan)

_______________

Nina Laserson Dunn, Esq.

Executive Vice President, General Counsel and Secretary

DRS Technologies, Inc.

5 Sylvan Way

Parsippany, New Jersey 07054

(Name and address of agent for service)

(973) 898-1500

(Telephone number, including area code, of agent for service)

With a copy to:

David J. Goldschmidt

Michael J. Zeidel

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

(212) 735-3000

_______________

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.01 per share (the “Common Stock”)	4,000,000 shares	$40.79(2)	$163,140,000(2)	$17,456

(1)	Plus such additional number of shares of the Registrant’s Common Stock as may be issuable pursuant to the antidilution provisions of the Registrant’s 2006 Omnibus Plan.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low prices for the Common Stock of the Registrant on the New York Stock Exchange on August 24, 2006.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Information required by Part I to be contained in a section 10(a) prospectus is omitted from this Registration Statement in accordance with Form S-8 and will be sent or given to participants in the Registrant’s 2006 Omnibus Plan as specified in Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by DRS Technologies, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

(a)

The Registrant's Annual Report on Form 10-K for the year ended March 31, 2006.

(b)

The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

(c)

The Registrant 's Current Reports on Form 8-K filed on May 17, 2006 and June 28, 2006.

(d)

The Registrant 's Current Report on Form 8-K/A filed on July 13, 2006.

(e)

The Registrant’s Definitive Proxy Statement filed on July 3, 2006.

(f)

The description of the common stock, par value $.01 per share, of the Registrant set forth as Item 1 under the caption "Description of the Registrant's Securities to be Registered" in the Registrant 's Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on March 21, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996 and declared effective by the Commission on April 1, 1996, and any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified, superseded or replaced to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated by reference herein modifies or supersedes such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this registration statement.

The Registrant will provide without charge to each person to whom a copy of this registration statement is delivered, upon the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to: DRS Technologies, Inc., 5 Sylvan Way, Parsippany, New Jersey 07054, Attention: Investor Relations, Phone: (973) 898-1500.

Item 4.		Description of Securities
	Not Applicable.

Item 5. Interests of Named Experts and Counsel

Nina Laserson Dunn, Esq. is a participant in the Registrant's 2006 Omnibus Plan. As of May 31, 2006, Nina Laserson Dunn beneficially owned 92,650 shares of the Registrant's common stock, which amount includes currently exercisable options to purchase 85,450 shares of the Registrant's common stock.

Item 6.

Indemnification of Directors and Officers

Set forth below is a description of certain provisions of the certificate of incorporation of DRS and the General Corporation Law of the State of Delaware (DGCL), as such provisions relate to the indemnification of the directors and officers of DRS Technologies, Inc. This description is intended only as a summary and is qualified in its entirety by reference to the certificate of incorporation and the DGCL.

The certificate of incorporation provides that DRS shall, to the full extent permitted by Sections 102 and 145 of the DGCL, indemnify all persons whom it may indemnify pursuant thereto and eliminates the personal liability of its directors to the full extent permitted by Section 102(b)(7) of the DGCL.

Section 145 of the DGCL permits a corporation to indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. In an action by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, although the court in which the action or suit was brought or the Delaware Court of Chancery may determine upon application that the defendant officers or directors are reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the ability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

Certain of the following exhibits, designated with an asterisk (*) are filed herewith as a part of this registration statement. The exhibits not so designated have been previously filed by the Registrant with the Commission and are incorporated herein by reference to the documents indicated in brackets, following the descriptions of such exhibits.

Exhibit No.

Description

4.1	Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Registration Statement on Form S-1, File No. 33-64641, Post-Effective Amendment No. 1 filed on May 10, 1996, Exhibit 3.4]
4.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Form 8-K filed on August 14, 1997, Exhibit 3.9]
4.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Form 10-Q filed on August 14, 2001, Exhibit 3.9]
4.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Registration Statement on Form S-4, File No. 333-112423 filed on February 2, 2004, Exhibit 3.4]
4.5	Amended and Restated By-Laws of the Registrant [Form 10-K filed on June 14, 2004, Exhibit 3.5]
4.6	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Form 10-K filed on June 12, 2006, Exhibit 3.6]
4.7	Form of Certificate of the Registrant's Common Stock, par value $.01 per share [Registration Statement on Form S-8, Registration No. 333-14487 filed on October 18, 1996, Exhibit 4.11]
4.8	2006 Omnibus Plan of the Registrant [Form 10-Q filed on August 9, 2006, Exhibit 10.1]
4.9	Form of Restricted Stock Unit Agreement*
4.10	Form of Restricted Stock Agreement*
4.11	Form of Stock Option Agreement*
4.12	Form of Non-Employee Director Stock Option Agreement*
5.1	Opinion of Nina Laserson Dunn, Esq., regarding legality of the securities being registered*
23.1	Consent of KPMG LLP*
23.2	Consent of Nina Laserson Dunn, Esq. (included in the opinion filed as Exhibit 5.1 hereto)
24.1	Powers of Attorney of the directors and certain officers of the Registrant (included in the signature pages to this Registration Statement)

Item 9.		Undertakings.
(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: The Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and (iv) any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report, pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Parsippany, State of New Jersey, on August 25, 2006.

Date:	August 25, 2006	DRS TECHNOLOGIES, INC.

		By:	/s/ Mark S. Newman
		Name:	Mark S. Newman
		Title:	Chairman of the Board, President and Chief
			Executive Officer

Each person whose signature appears below authorizes Mark S. Newman or Nina Laserson Dunn, or either of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-8 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ Mark S. Newman Mark S. Newman	Chairman of the Board of Directors, President, Chief Executive Officer, Director (Principal Executive Officer)	August 25, 2006

/s/ Richard A. Schneider Richard A. Schneider	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	August 25, 2006
/s/ Ira Albom Ira Albom	Director	August 25, 2006
/s/ Charles G. Boyd Charles G. Boyd	Director	August 25, 2006
/s/ Donald C. Fraser Donald C. Fraser	Director	August 25, 2006
/s/ William F. Heitmann William F. Heitmann	Director	August 25, 2006

/s/ Steven S. Honigman Steven S. Honigman	Director	August 25, 2006
/s/ C. Shelton James C. Shelton James	Director	August 25, 2006
/s/ Mark N. Kaplan Mark N. Kaplan	Director	August 25, 2006
/s/ Stuart F. Platt Stuart F. Platt	Director	August 25, 2006
/s/ Dennis J. Reimer Dennis J. Reimer	Director	August 25, 2006
/s/ Eric J. Rosen Eric J. Rosen	Director	August 25, 2006

EX-4 2 nyc563248.htm EXHIBIT 4.9 - RESTRICTED STOCK UNIT AGREEMENT

Exhibit 4.9

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

RESTRICTED STOCK UNIT AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock Units, attached hereto as Schedule A (the "Notice"), by and between DRS Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan") and the employee or director of the Company named on the Notice (the "Participant"). Except as otherwise expressly set forth herein, any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

WHEREAS, the Committee has granted (as of the Issue Date as specified on the Notice) to the Participant the Restricted Stock Units as set forth in the Notice.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows:

1.	Grant of Award. Pursuant to Section 11 of the Plan, the Company grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, the number of Restricted Stock Units as shown on the Notice.

Vesting. The Notice shall set forth the Issue Date. The Restricted Stock Units granted to the Participant shall vest on the third anniversary of the Issue Date (the "Vesting Date"), provided, however, that, except as provided in Section 8, no vesting shall occur after the termination of the Participant’s employment or service with the Company for any reason.

Restrictions on Transfer. Prior to the Vesting Date, no transfer of the Participant's rights with respect to Restricted Stock Units, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such Restricted Stock Units, and all of the rights related thereto, shall be forfeited by the Participant.

Account. The Company shall establish and maintain an account for the Participant to record Restricted Stock Units and transactions and events affecting such units. Restricted Stock Units and other items reflected in the account will represent only bookkeeping entries by the Company to evidence unfunded obligations of the Company.

5.	No Rights as a Stockholder. The Participant shall not have any rights as a stockholder with respect to any shares of Company Stock covered by or relating

to a grant of Restricted Stock Units until the date of distribution of shares of Company Stock, as described in Section 6 below.

Consequences of Vesting. Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive, within 30 days of the date on which such unit vests, an amount, in cash and/or shares of Company Stock, as determined by the Committee, equal to the sum of (a) the Fair Market Value of a share of Company Stock on the date on which such Restricted Stock Unit vests and (b) the aggregate amount of cash dividends paid with respect to a share of Company Stock during the period commencing on the date on which the Restricted Stock Unit was granted and terminating on the date on which such unit vests; provided, that delivery of any shares of Company Stock may be made via electronic transfer.

Approvals. No shares of Company Stock shall be issued under this Agreement unless and until all legal requirements applicable to the issuance of such shares have been complied with to the satisfaction of the Committee. The Committee shall have the right to require the Participant to agree in writing to comply with such restrictions on the disposition shares issued under this Agreement as the Committee deems necessary or advisable to comply with any applicable law or regulation.

Change in Control. Upon the occurrence of a Change in Control, all Restricted Stock Units granted pursuant to this Agreement shall immediately vest and the Participant shall be entitled to receive a number of shares of Company Stock in accordance with Section 6 above unless such Restricted Stock Units are converted, assumed, or replaced by a successor with an award of equivalent economic value containing equivalent terms. With respect to any converted, assumed, or replaced Restricted Stock Units, if a Participant’s employment is subsequently terminated without Cause or for Good Reason within 24 months of the Change in Control, any such Restricted Stock Units shall become fully and immediately vested upon the date of the Participant’s termination.

Effect of Termination of Employment or Service. Upon the termination of the Participant's employment or service for any reason, any and all Restricted Stock Units which have not vested as of the date of such termination shall immediately be forfeited by the Participant. Notwithstanding the foregoing, the Committee may, in its sole discretion, decide not to terminate the Participant's rights in such Restricted Stock Units.

10.

Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect to the Restricted Stock Units, an amount equal to all applicable taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. With the approval of the Committee, the Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount

of tax to be withheld. Such shares shall be valued at their Fair Market Value on the Tax Date. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to a grant of Restricted Stock Units. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

11.

Compliance with Law and Regulations. The Restricted Stock Units granted pursuant to this Agreement, and any obligation of the Company hereunder, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

12.

Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with the Plan. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

13.	Notices. Any notices required or permitted hereunder shall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey 07054, or to the Participant at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail.

14.

Consent to Electronic Delivery. In lieu of issuing documents in paper format, to the fullest extent permitted by law, the Committee may, in its discretion provide for electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms or communications) in connection with the grant of awards and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors.

15.	Binding Agreement; Successors. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Participant and the Participant's personal representatives and beneficiaries.

16.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon all Persons.

17.	Amendment. This Agreement may be amended or modified by the Company at any time; provided that notice is provided to the Participant in accordance with

Section 13. No amendment or modification may, without the consent of the Participant, reduce the Participant's rights as provided herein.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunder duly authorized and the Participant has hereunto set his hand, all as of the day and year set forth below.

DRS TECHNOLOGIES, INC.

__________________________

Name:

Title:

By accepting this Agreement electronically, I acknowledge having read this Agreement and the Plan and hereby agree to be bound by all provisions set forth in this Agreement and in the Plan.

SCHEDULE A

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

Notice of Grant of Restricted Stock Units

Identification

Participant’s Name:

Social Security Number:

Date of Restricted Stock Unit Agreement:

Restricted Stock Units Granted

Grant (Issue) Date:

Units Granted:

Acceptance Date:

Vesting Date:

EX-4 3 nyc563258.htm EXHIBIT 4.10 - RESTRICTED STOCK AGREEMENT

Exhibit 4.10

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock, attached hereto as Schedule A (the "Notice"), by and between DRS Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan") and the employee or director of the Company named on the Notice (the "Participant"). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

WHEREAS, the Committee has granted (as of the Issue Date as specified on the Notice) to the Participant the shares of Restricted Stock as set forth in the Notice.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows:

1.	Grant of Award. Pursuant to Section 10 of the Plan, the Company grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, the number of shares of Restricted Stock (the "Shares Granted") as shown on the Notice.

Vesting. The Notice shall set forth the Issue Date. The shares of Restricted Stock granted to the Participant shall vest on the third anniversary of the Issue Date (the "Vesting Date"), provided that, as of the Vesting Date, the Participant has not incurred a termination of employment or service with the Company. No vesting shall occur after the termination of the Participant’s employment or service with the Company for any reason.

Restrictions on Transfer. Prior to the vesting of a share of Restricted Stock, no transfer of the Participant's rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such share, and all of the rights related thereto, shall be forfeited by the Participant.

Issuance of Certificate. Reasonably promptly after the Issue Date with respect to shares of Restricted Stock, unless otherwise determined by the Committee, the Company, in its sole discretion, may either (i) issue a stock certificate, registered in the name of the Participant, evidencing such shares; provided, however that the Company shall not cause such a stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such shares; and provided further that unless determined otherwise by the Committee such stock certificates shall be held by the Company or its representative or (ii) establish and

maintain, or cause a representative to establish and maintain, an account to record the shares of Restricted Stock granted to the Participant and transactions and events affecting such stock.

The Participant agrees that any certificate issued for Restricted Stock prior to the lapse of any outstanding restrictions relating thereto will be inscribed with the following legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE DRS TECHNOLOGIES, INC. 1996 OMNIBUS PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND DRS. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF DRS, 5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054.

Such legend shall not be removed until such shares vest pursuant to the terms hereof.

No Rights as a Stockholder. The Participant shall not have any rights as a stockholder with respect to any shares of Company Stock covered by or relating to a grant of Restricted Stock until (i) the date of issuance of a stock certificate or (ii) the establishment of an account to record the shares of Restricted Stock granted to the Participant. Upon the issuance of the certificate or the creation of an account, each as described in Section 4 above, the Participant shall have all of the rights of a stockholder with respect to the shares of Restricted Stock, including the right to vote on all matters with respect to which the stockholders of the Company have the right to vote and the right to receive dividends thereon.

6.	Dividends. Any dividends paid on shares of Restricted Stock shall be paid out to the Participant immediately, whether or not the Restricted Stock has vested.

Consequences of Vesting. Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions set forth in Section 3, as well as any additional restrictions set forth on the Notice, shall lapse with respect to such share. Reasonably promptly after a share of Restricted Stock vests, the Company shall either (i) issue a stock certificate, registered in the name of the Participant, evidencing such shares, free of the legend set forth in Section 4 or (ii) deposit such shares, free of restrictions, in such Participant's or the Participant's personal representative's brokerage account via electronic transfer.

Approvals. No shares of Company Stock shall be issued under this Agreement unless and until all legal requirements applicable to the issuance of such shares have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any issuance of shares to the Participant on the Participant's undertaking in writing to comply with such restrictions on the subsequent disposition of such shares as the Committee shall deemed necessary or advisable as a result of any applicable law or regulation.

Change in Control. Upon the occurrence of a Change in Control, all outstanding shares of Restricted Stock which have not theretofore vested shall immediately vest and payment in respect of such units shall be made in accordance with the terms of this Plan unless such shares of Restricted Stock are converted, assumed, or replaced by a successor with an award of equivalent economic value containing equivalent terms. With respect to any converted, assumed, or replaced shares of Restricted Stock, if a Participant’s employment is subsequently terminated without Cause or for Good Reason within 24 months of the Change in Control, any such shares of Restricted Stock shall become fully and immediately vested upon the date of the Participant's termination.

10.

Effect of Termination of Employment or Service other than for Cause. Except as provided in Section 9, upon the termination of the Participant's employment or service for any reason other than Cause, any and all shares to which restrictions on transferability apply shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company. Notwithstanding the foregoing, the Committee may, in its sole discretion, decide not to terminate the Participant's rights in such shares and the Participant shall continue to be the owner of such shares. If the Committee elects not to terminate the Participant's rights in the Restricted Stock, the Committee will notify the Participant within thirty (30) days after the Participant's termination of employment or service with the Company and will set forth the restrictions that will apply to the Participant's continued ownership of the Restricted Stock. In the event of a forfeiture of shares pursuant to this section, the Company shall repay to the Participant (or the Participant's estate) any amount paid by the Participant for such shares. In the event that the Company requires a return of shares, it shall also have the right to require the return of all dividends paid on such shares, whether by termination of any escrow arrangement under which such dividends are held or otherwise.

11.

Effect of Termination of Employment or Service for Cause. If the employment or service of the Participant is terminated by the Company for Cause, all shares of Restricted Stock granted to such Participant which have not vested as of the date of such termination shall immediately be returned to the Company, together with any dividends paid on such shares, in return for which the Company shall repay to the Participant any amount paid by the Participant for such shares.

12.	Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect to the shares of Restricted Stock (or, if the Participant makes an election under Section

83(b) of the Code in connection with such grant, on or about the date of grant), an amount equal to the federal, state and/or local taxes the Company determines it is required to withhold under applicable tax laws with respect to the shares of Restricted Stock. With the approval of the Committee, the Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax to be withheld. Such shares shall be valued at their Fair Market Value on the Tax Date. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to a grant of Restricted Stock. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Restricted Stock Agreement.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT THAT THE PARTICIPANT DESIRES TO MAKE THE ELECTION.

13.

Compliance with Law and Regulations. The Restricted Stock granted pursuant to this Agreement, and any obligation of the Company hereunder, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

14.

Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

15.

Notices. Any notices required or permitted hereunder shall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey 07054, or to the Participant at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail. Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices

16.

17.	Binding Agreement; Successors. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Participant and the Participant's personal representatives and beneficiaries.

18.

19.

Amendment. This Agreement may be amended or modified by the Company at any time; provided that notice is provided to the Participant in accordance with Section 15; and provided further that no amendment or modification that is adverse to the rights of the Participant as provided by this Agreement shall be effective unless set forth in a writing signed by the parties hereto.

DRS TECHNOLOGIES, INC.

__________________________

Name:

Title:

By accepting this Agreement electronically, I acknowledge having read this Agreement and the Plan and hereby agree to be bound by all provisions set forth in this Agreement and in the Plan.

SCHEDULE A

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

Notice of Grant of Restricted Stock

Identification

Participant’s Name:

Social Security Number:

Date of Restricted Stock Agreement:

Restricted Stock Granted

Grant (Issue) Date:

Shares Granted:

Acceptance Date:

Vesting Date:

EX-4 4 nyc563254.htm EXHIBIT 4.11 - STOCK OPTION AGREEMENT

Exhibit 4.11

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, made as of the date set forth on the Notice of Stock Option Grant, attached hereto as Schedule A, by and between DRS Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the DRS Technologies, Inc. 2006 Omnibus Plan (as amended, the "Plan") and the employee or director of the Company named on Schedule A hereto (the "Participant"). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

WITNESSETH

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.	Definitions.

Capitalized terms used but not defined herein shall have the meaning set forth in the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan").

2.	Grant of Options.

Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the “Options”) to purchase all or any part of the number of shares of common stock, par value $.0l per share ("Company Stock"), of the Company set forth on Schedule A at an exercise price per share (the "Grant Price") and on the other terms set forth on Schedule A.

3.	Vesting and Exercisability of Options.

The Options shall vest and become exercisable in accordance with the vesting schedule set forth on Schedule A, provided that no Partial Exercise of an Option shall be for an aggregate exercise price of less than $1,000.

4.	Method of Exercise of the Options.

(a)

The Options which are then vested and exercisable shall be exercisable by such method as may be prescribed by the Company.

(b)

The exercise price shall be paid by one or a combination of the following means: (i) by personal check, certified check, bank cashier’s check or wire

transfer; (ii) subject to the approval of the Committee, in shares of Company Stock owned by the Participant valued at their Fair Market Value on the effective date of such exercise; or (iii) by such other provision as the Committee may from time to time authorize. Any payment in shares of Company Stock shall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require or such other manner prescribed by the Company.

(c)

Reasonably promptly following Option exercise, unless otherwise determined by the Committee, the Company, in its sole discretion, may either (i) issue a stock certificate, registered in the name of the Participant, evidencing such shares or (ii) deposit such shares in such Participant's or the Participant's personal representative's brokerage account via electronic transfer.

5.	Termination of Employment or Service.

(a)

Unless otherwise provided on Schedule A, in the event that the employment of a Participant with the Company shall terminate for any reason other than Cause, Disability or death, (i) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is three months after such termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. This three-month period described shall be extended to one year from the date of such termination in the event of the Participant’s death during such three month period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(b)

Unless otherwise provided on Schedule A, in the event that the employment of a Participant with the Company shall terminate on account of the Disability or death of the Participant, (i) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the first anniversary of such termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided, however, that no Option shall be exercisable after the expiration of its term.

(c)

In the event of the termination of a Participant’s employment for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on the date of such termination.

6.	Change of Control.

Upon the occurrence of a Change in Control, each Option granted under the Agreement and outstanding at such time shall become fully and immediately vested and exercisable and shall remain exercisable until its expiration, termination or cancellation unless such Options are converted, assumed, or replaced by a successor with an award of equivalent economic value containing equivalent terms. Notwithstanding anything contained in Section 5 to the contrary, with respect to any converted, assumed or replaced Options, if a Participant’s employment is subsequently terminated without Cause or for Good Reason within 24 months of the Change in Control, such Options shall become fully and immediately vested and exercisable upon the date of the Participant's termination.

7.	Transferability of Options.

During a Participant’s lifetime, the Committee may permit the transfer, assignment or other encumbrance of an outstanding Option unless (y) such Option is an Incentive Stock Option and the Committee and the Participant intends that it shall retain such status, or (z) such Option is meant to qualify for the exemptions available under Rule 16b-3, nontransferability is necessary under Rule l6b-3 in order for the award to so qualify and the Committee and the Participant intend that it shall continue to so qualify. Subject to any conditions set forth on Schedule A, a Participant may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Participant pursuant to the Plan to members of his or her immediate family, including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners; provided, however, that no such transfer by any Participant may be made in exchange for consideration.

8.	Other Restrictions.

(a)

Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the Plan, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b)

The transfer of any shares of Company Stock hereunder shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares is in compliance with all

applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any transfer of shares of Company Stock hereunder in order to allow the issuance of such shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the exercise of an Option, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

9.	Taxes and Withholdings.

Whenever shares of Company Stock are to be delivered pursuant to the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the amount of tax to be withheld. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts will be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to the exercise of an Option.

10.

Notices.

(a)

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5 Sylvan Way, Parsippany, New Jersey 07054; Attention: Corporate Secretary and to the Participant at the address set forth on Schedule A or at such other address as either party may hereafter designate in writing to the other by like notice.

(b)

In lieu of issuing documents in paper format, to the fullest extent permitted by law, the Committee may, in its discretion provide for electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms or communications) in connection with the grant of awards and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors.

(c)

The Participant hereby agrees to notify the Company within ten days of any dispositions of shares of Company Stock issued pursuant to the exercise of Incentive Stock Options under the Plan which constitute

“disqualifying dispositions” within the meaning of Section 421(b) of the Code (or any successor provision thereto).

11.	Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

12.	Conflicts and Interpretation.

In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan (which is incorporated herein by reference) shall govern.

13.	Amendment.

This Agreement may not be amended in any manner which adversely affects the rights of the Participant except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by such party of a provision of this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set the Participant’s hand.

DRS TECHNOLOGIES, INC.

__________________________

Name:

Title:

By accepting this Agreement electronically, I acknowledge having read this Agreement and the Plan and hereby agree to be bound by all provisions set forth in this Agreement and in the Plan.

SCHEDULE A

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

Notice of Stock Option Grant

Identification

Participant’s Name:

Social Security Number:

Stock Options Granted

Grant Date:

Grant Price:

Grant Type:

Options Granted:

Grant Expiration:

Acceptance Date:

Vesting Schedule:

EX-4 5 drs4-12.htm EXHIBIT 4.12 - OPTION AGREEMENT

Exhibit 4.12

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, made as of the date set forth on the Notice of Stock Option Grant, attached hereto as Schedule A, by and between DRS Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan") and the director of the Company named on Schedule A hereto (the "Participant"). Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

W I T N E S S E T H:

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

Definitions.

Capitalized terms used but not defined herein shall have the meaning set forth in the DRS Technologies, Inc. 2006 Omnibus Plan (the "Plan").

Grant of Options.

Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the "Options") to purchase all or any part of the number of shares of common stock, par value $.01 per share ("Company Stock"), of the Company set forth on Schedule A at the price per share and on the other terms set forth on Schedule A.

Vesting and Exercisability of Options.

Except as otherwise provided, the Options shall vest and become exercisable as to 100% of the shares of the Company Stock covered thereby on the first anniversary of the date of grant and shall expire ten years from the date of grant.

Method of Exercise of Options.

(a) The Options which are then vested and exercisable shall be exercisable by such method as may be prescribed by the Company.

(b) The Option exercise price shall be paid in full, at the time of exercise, in cash (including cash received from the Company as compensation), in shares of Company Stock having a Fair Market Value equal to such Option exercise price, in a combination of cash and Company Stock or through a cashless exercise procedure. Any payment in shares of Company Stock shall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any

other documents and evidences as the Secretary of the Company shall require, or such other manner prescribed by the Company.

(c) Reasonably promptly after the exercise of an Option, unless otherwise determined by the Committee, the Company, in its sole discretion, may either (i) issue a stock certificate, registered in the name of the Participant, evidencing such shares or (ii) establish and maintain, or cause a representative to establish and maintain, an account to record the Company Stock granted to such Participant and transactions and events affecting such stock.

Termination of Service.

In the event of the termination of a Participant's service with the Company other than for Cause, any Option granted to such Participant, to the extent that it is exercisable on the date of such termination, may be exercised by such Participant (or, if applicable, by his or her executors, administrator, legatees or distributees) until the earlier of (a) the date that is two years from the date of such termination or (b) the expiration of such Option. In the event of the termination of a Participant's service with the Company for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on date of such termination.

Transferability of Options.

(a) During a Participant's lifetime, the Committee may permit the transfer, assignment or other encumbrance of an outstanding Option, unless such Option is meant to qualify for the exemptions available under Rule 16b-3, nontransferability is necessary under Rule 16b-3 in order for the award to so qualify and the Committee and the Participant intend that it shall continue to so qualify. Subject to any conditions set forth on Schedule A, a Participant may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Participant pursuant to the Plan to members of his or her immediate family, including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners; provided, however, that no such transfer by any Participant may be made in exchange for consideration and; provided, further, that such transferee shall agree to comply with all the terms and conditions of the Option that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option.

(b) Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executor or administrator of the Participant's estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer, and (ii) an agreement by the transferee to comply with all the terms and conditions of the Option that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option.

Other Restrictions.

(a) Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the Plan, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b) The issuance of any shares of Company Stock under the Plan shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any issuance of shares of Company Stock under the Plan in order to allow the issuance of such shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the exercise of an Option, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

Taxes and Withholdings.

Whenever shares of Company Stock are to be delivered pursuant to the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the amount of tax to be withheld. Such shares shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined. Fractional share amounts will be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to the exercise of an Option.

Notices.

(a) Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5 Sylvan Way, Parsippany, New Jersey 07054; Attention: Corporate Secretary and to the Participant at the address on record with the Company or at such other address as either party may hereafter designate in writing to the other by like notice.

(b) In lieu of issuing documents in paper format, to the fullest extent permitted by law, the Committee may, in its discretion provide for electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms or communications) in connection with the grant of awards and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors.

10.

Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

11.

Conflicts and Interpretation.

In the event of any ambiguity in this Agreement, any term that is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan (which is incorporated herein by reference) shall govern.

12.

Amendment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set the Participant's hand.

DRS Technologies, Inc.

By:

Participant

______________________________

By accepting this Agreement electronically, I acknowledge having read this Agreement and the Plan and hereby agree to be bound by all provisions set forth in this Agreement and in the Plan.

SCHEDULE A

DRS TECHNOLOGIES, INC.

2006 OMNIBUS PLAN

Notice of Stock Option Grant

Identification

Participant’s Name:

Social Security Number:

Stock Options Granted

Grant Date:

Grant Price:

Grant Type:

Options Granted:

Grant Expiration:

Vesting:

EX-5 6 nyc1146209.htm EXHIBIT 5.1 - OPINION

Exhibit 5.1

[DRS LETTERHEAD]

August 25, 2006

DRS Technologies, Inc.

5 Sylvan Way

Parsippany, New Jersey 07054

Ladies and Gentlemen:

I am General Counsel to DRS Technologies, Inc., a Delaware corporation (the “Company”), and, as such, have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 4,000,000 shares (subject to adjustment) (the “Shares”) of common stock of the Company, par value $.01 per share (the “Common Stock”), that were issued or may be issued pursuant to grants under the Company’s 2006 Omnibus Plan (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of:

(i) the Plan, as approved by the Board of Directors of the Company on June 20, 2006 and approved by the Company’s stockholders at the August 3, 2006 Annual Meeting of Stockholders;

(ii) the Registration Statement on Form S-8, to be filed by the Company on the date hereof with the Commission, with respect to the Shares (the “Registration Statement”);

(iii) the documents filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference into the Registration Statement as of the date of the Registration Statement (collectively, the “Incorporated Documents”);

(iv) the Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect;

(v)

the Amended and Restated Bylaws of the Company, as amended to date and currently in effect;

(vi) certain resolutions of the Board of Directors of the Company relating to the Shares, the approval of the Plan and the filing of the Registration Statement;

(vii)

certain resolutions of the stockholders of the Company relating to the approval of the Plan; and

(viii)

specimen certificate evidencing the Common Stock.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies and the authenticity of the

originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

I am admitted to the Bars of the States of New Jersey and New York and express no opinion regarding the laws of any other jurisdiction, other than the General Corporation Law of the State of Delaware and the laws of the United States of America to the extent specifically referred to herein.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and that any Shares that may be issued in the future pursuant to the Plan, assuming the conformity of any certificates representing the Shares to the form of specimen certificate examined by me and the due execution and delivery of such certificates and that such Shares will be issued in accordance with the Plan, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

	Very truly yours,

	/s/ Nina Laserson Dunn, Esq.
	Nina Laserson Dunn, Esq.
	Executive Vice President, General Counsel and Secretary of DRS Technologies, Inc.

EX-23 7 drs23_1.htm EXHIBIT 23.1 - CONSENT

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

DRS Technologies, Inc.:

We consent to the use of our reports dated June 9, 2006, with respect to the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2006 and 2005, and the related consolidated statements of earnings, stockholders’ equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2006, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2006 and the effectiveness of internal control over financial reporting as of March 31, 2006, incorporated herein by reference.

Our report dated June 9, 2006, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of March 31, 2006, contains an explanatory paragraph that states that management’s assessment of the effectiveness of internal control over financial reporting and our audit of internal control over financial reporting of DRS Technologies, Inc. and subsidiaries excludes an evaluation of internal control over financial reporting of Engineered Support Systems, Inc. and Codem Systems, Inc., acquired businesses.

/s/ KPMG LLP

Short Hills, New Jersey

August 25, 2006