1992 Employee Stock Purchase Plan

Exhibit 10.9


ALLIED RESEARCH CORPORATION
1992 EMPLOYEE STOCK PURCHASE PLAN


Allied Research Corporation, a Delaware corporation (the "Company"), hereby offers certain employees of the Company options to purchase shares of the Company's Common Stock upon the terms and conditions set forth herein.


ARTICLE I


Title


Section 1.01. This employee stock purchase plan shall be known as the Allied Research Corporation 1992 Employee Stock Purchase Plan (hereinafter, the "Plan").


ARTICLE II


Purpose


Section 2.01. The Plan is intended to provide an opportunity for eligible employees of the Company to share in the growth and prosperity of the Company through acquisition of the Company's Common Stock.


ARTICLE III


Definitions


Unless the context clearly otherwise requires, the following terms shall have the meanings set forth opposite them:


Section 3.01. The term "Board" shall mean the Board of Directors of the Company.


Section 3.02. The term "Business Day" shall mean each Monday through Friday except those holidays on which banks located in Baltimore, Maryland are generally closed for business.


Section 3.03. The term "Calendar Quarter" shall mean each January 1 - March 31, April 1 - June 30, July 1 - September 30 and October1 - December 31 period.


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Section 3.04. The term "Committee" shall mean the Compensation Committee of the Board.


Section 3.05. The term "Common Stock" shall mean the $0.10 par value Common Stock of the Company.


Section 3.06. The term "Exercise Date" shall mean the last day of each Calendar Quarter, or if such day is not a Business Day, on the immediately preceding Business Day.


Section 3.07. The term "Employee" shall mean each current or future employee of the Company, any Parent or any Subsidiary (including officers and directors who are also employees).


Section 3.08. The term "Exercise Price" shall mean 85% of the closing price of the Common Stock on the Exercise Date as reported by the American Stock Exchange, Inc.


Section 3.09. The term "Gross Compensation" shall mean (i) for a Participant compensated on a salaried basis, the gross annual salary of the Participant for the then current calendar year and (ii) for a Participant compensated on a basis other than a salaried basis, the estimated gross annual compensation payable to such Participant during the then current calendar year, all as determined by the Committee.


Section 3.10. The term "Offering Date" shall mean the first day of each Calendar Quarter, or if such day is not a Business Day, on the immediately preceding Business Day.


Section 3.11. The term "Parent" shall mean any corporation having a relationship to the Company described in Section 424(e) of the Internal Revenue Code of 1986, as amended.


Section 3.12. The term "Participant" shall mean each Employee who has met the conditions for becoming a Participant as provided in Article IV hereof.


Section 3.13. The term "Pay Period" shall mean the periodic intervals at which the Company compensates the Employees, which Pay Period may be different for different classes of Employees.


Section 3.14. The term "Section 16 Participant" shall mean a Participant who is subject to the reporting and/or insider trading requirements of Section 16 of the Securities Exchange Act of 1934.


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Section 3.15. The term "Subsidiary" shall mean any corporation having a relationship to the Company described in Section 424(f) of the Internal Revenue Code of 1986, as amended.


ARTICLE IV


Participation in the Plan


Section 4.01. Each Employee will be eligible to become a Participant effective as of each Offering Date except (i) customary employment with the Company or any Parent or any Subsidiary is for not more than five (5) months in any calendar year and (ii) Employees whose customary employment with the Company or any Parent or any Subsidiary is for twenty (20) hours or less per week.


Section 4.02. Upon becoming a Participant, the Participant shall be bound by the terms of this Plan, including any amendments hereto.


Section 4.03. An Employee may become a Participant by completing and forwarding to the Secretary of the Company, no later than 10 Business Days prior to the beginning of each Calendar Quarter, a "Payroll Deduction Authorization for Purchase of Allied Research Corporation Common Stock" in the form attached hereto as Exhibit A (the "Authorization"). The Authorization will authorize regular payroll deductions from the Participant's compensation throughout the immediately following Calendar Quarter. All such payroll deductions will be deposited in a separate Company bank account (the "Account") and used to purchase shares of Common Stock as set forth in Article VII hereof.


Section 4.04. The minimum amount which may be designated by a Participant for payroll deduction for purposes of participation in the Plan shall be $10.00 per Pay Period. The maximum amount which may be designated in any calendar year by a Participant for payroll deduction in the Plan shall be 15.0% of the Participant's Gross Compensation.


Section 4.05. Section 16 Participants who cease participation in the Plan may not participate again for at least six (6) months.


Section 4.06. The Participants shall not be entitled to any interest on funds maintained in the Account.


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ARTICLE V


Shares Subject to the Plan


Section 5.01. The aggregate number of shares which may be issued under the Plan as a result of the exercise of Options is 525,000 shares of the Company's Common Stock.


ARTICLE VI


Grant of Options


Section 6.01. On each Offering Date, each Participant who has timely complied with the provisions of Section 4.03 hereof shall automatically be granted an option to purchase shares of the Common Stock as set forth in this Article VI (an "Option").


Section 6.02. Each Option shall entitle the Participant to purchase the number of whole shares of Common Stock computed as set forth in Section 7.01 hereof.


Section 6.03. Each Option shall be exercisable as of the last day of the Calendar Quarter in accordance with the provisions of Article VII hereof.


ARTICLE VII


Purchase of Shares


Section 7.01. Subject to the provisions of this Article VII, on each Exercise Date, the Company shall issue and sell and each Participant shall purchase the whole number of shares of Common Stock computed by dividing the amount withheld from said Participant's compensatio ...