Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 23, 2021, the Registration Statement on Form S-1 (the "Registration
Statement") of Leonardo DRS, Inc. (the "Company") was declared effective by the
Securities and Exchange Commission in anticipation of the Company's initial
public offering, which was subsequently postponed. The Board of Directors of the
Company (the "Board") had approved certain compensation-related actions in
anticipation of the initial public offering. In light of the postponement of the
initial public offering, the Board determined to take certain actions described
below.
Leonardo DRS, Inc. 2021 Long Term Incentive Plan
On June 7, 2021, the Board adopted an amendment to the Leonardo DRS, Inc. 2021
Long Term Incentive Plan (the "LTIP"), which is substantially consistent with
the form of Leonardo DRS, Inc. 2021 Long Term Incentive Plan described in, and
filed as Exhibit 10.9 with, the Registration Statement, except that (i) it
provides that new awards may be granted under the LTIP until the completion of
an initial public offering (or similar public offering) by the Company and (ii)
awards may be settled in cash or fully vested shares of common stock of the
Company with an equivalent fair market value issued under any omnibus equity
compensation plan adopted by the Company, as determined in the discretion of the
Compensation Committee of the Board (the "Committee").
The CEO Employment Agreement
On June 7, 2021, the Company entered into an employment agreement with William
J. Lynn III, the Company's Chief Executive Officer (the "Employment Agreement"),
which is effective as of June 7, 2021. The Employment Agreement is substantially
consistent with the form described in, and filed as Exhibit 10.7 with, the
Registration Statement, except that Mr. Lynn will receive founders awards
substantially on the same terms as described in the Registration Statement only
if an initial public offering of the Company (or similar offering) is completed
on or prior to July 1, 2022, subject to approval by the Committee.
Leonardo DRS, Inc. Executive Severance Plan
On June 7, 2021, the Board adopted the Company's Executive Severance Plan,
substantially in the form previously approved and described in, and filed as
Exhibit 10.10 with, the Registration Statement, updated to reflect that an
initial public offering has not yet occurred.
The foregoing descriptions of the LTIP, the Employment Agreement and the
Executive Severance Plan are summaries and are not complete and are qualified in
their entirety by reference to the LTIP, the Employment Agreement and the
Executive Severance Plan, copies of which are filed as Exhibit 10.1, Exhibit
10.2 and Exhibit 10.3 to this Current Report and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                                              Description
10.1                       2021 Leonardo DRS, Inc. Long Term Incentive Plan
10.2                       Employment Agreement between Leonardo DRS, Inc. and William J. Lynn III,
                         dated as of     June 7    , 2021
10.3                       2021 Leonardo DRS, Inc. Executive Severance Plan

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