ANALEX CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is
made as of February 22, 2006 (the "Grant Date") between ANALEX
CORPORATION a Delaware corporation (the "Company") and C. WAYNE
GRUBBS (the "Grantee").
Background Information
As an inducement to Grantee's employment with the Company,
which commenced on September 1, 2005 ("Employment Date"), the Board
of Directors of the Company (the "Board") has authorized an award
to the Grantee of shares of the common stock, par value $0.02, of
the Company (the "Common Stock"), subject to the terms and
conditions and restrictions of this Agreement. The Grantee desires
to accept the award grant and agrees to be bound by the terms and
conditions and restrictions of this Agreement.
Agreement
1. Restricted Stock. Subject to the terms and conditions
provided in this Agreement, the Company hereby grants to the
Grantee 50,000 shares of the Common Stock (the "Restricted Stock")
as of the Grant Date. The extent to which the Restricted Stock
becomes vested and non-forfeitable shall be determined in
accordance with the provisions of Sections 2 and 3 of this
Agreement.
2. Vesting. Except as may be otherwise provided in Section
3 of this Agreement, the Grantee's rights and interest in the
Restricted Stock shall become vested and non-forfeitable and shall
cease being restricted in accordance with the following schedule:
Date Percent Vested
First Anniversary of Employment 25%
Date
Second Anniversary of 50%
Employment Date
Third Anniversary of Employment 75%
Date
Fourth Anniversary of 100%
Employment Date
3. Change in Control. In the event of a Change in Control
(as defined below), any portion of the Restricted Stock that is not
yet vested and non-forfeitable, shall become fully vested and
nonforfeitable on the date immediately prior to the consummation of
such Change in Control or such other date as determined by the
Board; provided, however that such accelerated vesting shall be
subject to such additional terms, conditions, requirements or
restrictions as the Board may determine in its sole discretion,
except, however, that the Board shall not impose any such
additional terms, conditions, requirements or restrictions if
Grantee will be terminated from his current position, with or
without cause, in connection with such Change in Control. For
purposes of this Agreement, "Change in Control" means (a) a merger
or consolidation of the Company with or into any other company or
other entity or (b) a sale, lease, exchange or other transfer in
one transaction or a series of related transactions undertaken with
a common purpose of all or substantially all of the Company's then
outstanding securities or all or substantially all of the Company's
assets; or (c) any other event which the Board determines to
constitute a Change in Control, provided, however, that a Change in
Control shall not include a transaction with an affiliate of the
Company.
4. Restrictions on Transfer. Until such time as any share of
Restricted Stock becomes vested pursuant to Section 2 or Section 3
of this Agreement, the Grantee shall not have the right to make or
permit to occur any transfer, pledge or hypothecation of all or any
portion of the Restricted Stock, whether outright or as security,
with or without consideration, voluntary or involuntary. Any
transfer, pledge or hypothecation not made in accordance with this
Agreement shall be deemed null and void.
5. Forfeiture. The Grantee shall forfeit all of his rights
and interest in the Restricted Stock if his employment with the
Company terminates for any reason before the Restricted Stock
becomes vested in accordance with Section 2 or Section 3 of this
Agreement.
6. Shares Held by Custodian. The Grantee hereby authorizes
and directs the Company to deliver any share certificate issued by
the Company to evidence the award of Restricted Stock to the
Secretary of the Company, or such other officer of the Company as
may be designated by the Secretary of the Company, (the "Share
Custodian") to be held by the Share Custodian until the Restricted
Stock becomes vested in accordance with Section 2 or Section 3 of
this Agreement. When all or any portion of the Restricted Stock
becomes vested, the Share Custodian shall deliver to the Grantee
(or his beneficiary in the event of death) a certificate
representing the vested Restricted Stock (which then will be
unrestricted). The Grantee hereby irrevocably appoints the Share
Custodian, and any successor thereto, as the true and lawful
attorney-in-fact of the Grantee with full power and authority to
execute any stock transfer power or other instrument necessary to
transfer the Restricted Stock to the Company, or to transfer a
portion of the Restricted Stock to the Grantee on an unrestricted
basis upon vesting, pursuant to this Agreement, in the name, place,
and stead of the Grantee. The term of such appointment shall
commence on the Grant Date and shall continue until all the
Restricted Stock becomes vested or is forfeited. During the period
that the Share Custodian holds the shares of Restricted Stock
subject to this Section 6, the Grantee shall be entitled to all
rights applicable to shares of common stock of the Company not so
held, including the right to vote and receive dividends.
7. Tax Consequences.
(a) At such time as the Grantee becomes vested pursuant to Section
2 or Section 3 in all or any portion of the Restricted Stock, the
Grantee (or his/her personal representative) must satisfy his
federal, state and local, if any, withholding taxes imposed by
reason of the vesting of the Restricted Stock. The Grantee may
satisfy this withholding obligation by paying to the Company the
full amount of the withholding obligation in cash or check
acceptable to the Company. If the Grantee fails to make such
payment of the withholding taxes to the Company within ten days
after the occurrence of the vesting event (the "Vesting Date"), the
Grantee's actual number of vested shares of Restricted Stock shall
be reduced by the smallest number of whole shares of Common Stock
which, when multiplied by the fair market value of the Common Stock
on the Vesting Date, is sufficient to satisfy the amount of the
withholding tax obligations imposed on the Company by reason of the
vesting of the Restricted Stock.
(b) The Grantee understands that the Grantee may elect to be taxed
at the Grant Date rather than when the Restricted Stock becomes
vested by filing with the Internal Revenue Service an election
under section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), within thirty (30) days from the Grant Date.
The Grantee acknowledges that it is the Grantee's sole
responsibility and not the Company's responsibility to timely file
the Code section 83(b) election with the Internal Revenue Service
if the Grantee intends to make such an election. Grantee agrees to
provide written notification to the Company if the Grantee files a
Code section 83(b) election.
8. No Effect on Employment. Nothing in this Agreement shall
confer upon the Grantee the right to continue in the employment of
the Company or affect any right which the Company may have to
terminate the employment of the Grantee regardless of the effect of
such termination of employment on the rights of the Grantee under
this Agreement.
9. Governing Laws. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware.
10. Successors. This Agreement shall inure to the benefit
of, and be binding upon, the Company and the Grantee and their
heirs, legal representatives, successors and permitted assigns.
11. Severability. In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any
respect, the same shall not invalidate or otherwise affect any
other provisions of this Agreement, and this Agreement shall be
construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein.
12. Entire Agreement. This Agreement expresses the entire
understanding and agreement of the parties hereto with respect to
such terms, restrictions and limitations.
13. Headings. Section headings used herein are for
convenience of reference only and shall not be considered in
construing this Agreement.
14. Additional Acknowledgements. By their signatures below,
the Grantee and the Company agree that the Restricted Stock is
granted under and governed by the terms and conditions of this
Agreement. Grantee has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all
provisions of this Agreement. Grantee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Board made in accordance with the terms of this Agreement upon
any questions relating to this Agreement.
IN WITNESS WHEREOF, the Company and the Grantee have executed
this Agreement as of the Grant Date set forth above.
ANALEX CORPORATION
By:
/S/Sterling E. Phillips, Jr.
GRANTEE:
/S/ C. Wayne Grubbs
# 3598140_v3