ORBITAL SCIENCES CORPORATION 2005 STOCK INCENTIVE PLAN STOCK UNIT AGREEMENT

EX-10.2 4 w08399exv10w2.htm EX-10.2 exv10w2

Exhibit 10.2

ORBITAL SCIENCES CORPORATION
2005 STOCK INCENTIVE PLAN

STOCK UNIT AGREEMENT

Orbital Sciences Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this Agreement and in the Orbital Sciences Corporation 2005 Stock Incentive Plan (the “Plan”).

Grant Date: _____________, 20__

Name of Grantee: ____________________________________

Number of Stock Units Covered by Grant: ____________

Vesting Schedule: Vesting Date Vesting Percentage

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.


Grantee:
		(Signature)

Company:
		(Signature)

Title:

Attachment

This is not a stock certificate or a negotiable instrument.

ORBITAL SCIENCES CORPORATION
2005 STOCK INCENTIVE PLAN

STOCK UNIT AGREEMENT

The capitalized terms used below shall have the meanings assigned to them in the Plan, unless otherwise defined in this Agreement.


Stock Unit Transferability		This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (“Stock Units”). Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.

Vesting		Your Stock Unit grant shall vest according to the schedule set forth on the cover sheet; provided, that, you remain in Service on the relevant vesting dates. If your Service terminates for any reason, you will forfeit any Stock Units in which you have not yet become vested. If you die or incur a Disability prior to any of the relevant vesting dates, then your interest in the Stock Units will become 100% vested upon the date of such event.

Delivery of Stock Pursuant to Units		A certificate for the shares of Stock represented by your Stock Unit Agreement shall be delivered to you, or to your eligible beneficiary or your estate on the ___anniversary of the Grant Date; provided, that, if your Service terminates for a reason other than for Cause prior to the ___ anniversary of the Grant Date, you will instead be delivered a certificate for the vested portion of the shares of Stock represented by your Stock Unit Agreement. If your Service terminates for Cause, you shall forfeit of all of your Stock Units.

		Notwithstanding the preceding paragraph:

	•	If you are a “key employee” within the meaning of Section 409A of the Code and shares would otherwise be delivered to you on account of your separation from Service, then such shares shall not be delivered to you until six months after your separation from Service; and

	•	If the shares relating to the vested Stock Units would otherwise be delivered during a period in which you are (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s insider trading or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares related to the vested Stock Units will be delayed until no earlier than the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or insider trading plan restriction.

Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this


		grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of shares of Stock subject to the Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.

Retention Rights		This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity.

Shareholder Rights		You do not have any of the rights of a shareholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

Consent to Electronic Delivery		The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Legal Department to request paper copies of these documents.

The Plan		The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.