EX-10.Q 4 y31597exv10wq.txt EX-10.Q: FORM OF 2006 LTIP RESTRICTED SHARE AGREEMENT 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 foster 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 60 East 42nd Street, 42nd Floor New York, New York 10165 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: --------------------------------- Patricia Comiskey Senior Vice President - Human Resources Accepted: --------------------------- (Employee) 5