2003 Committee Charter : DRS

Executive Compensation Committee

Charter of the Executive Compensation Committee
of the Board of Directors of DRS Technologies, Inc.
As Adopted by the Board on May 14, 2003

Purpose of the Committee


The Executive Compensation Committee (the Committee) of the Board of Directors (the Board) of DRS Technologies, Inc. (the Company) shall be responsible for reviewing and making decisions with respect to salaries, bonuses, stock options and other benefits for the executive officers of the Company. In performing this function, it shall be the objective of the Committee to discharge the responsibilities of the Board relating to compensation of the Company's Chief Executive Officer and other executive officers, and to produce an annual report on executive compensation for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange (the NYSE) and any other applicable rules and regulations.

Membership of the Committee


The members of the Committee shall be appointed by the Board and shall consist of three or more members of the Board, the exact number to be determined from time to time by the Board. All members of the Committee shall be, in the judgment of the Board, "independent directors" as defined under the rules, regulations and listing standards of the NYSE. The Board, by majority vote of the independent directors, may remove or replace one or more directors as members of the Committee at any time.

Duties and Responsibilities of the Committee


In furtherance of the purposes set forth above, the Committee's primary duties and responsibilities are to:

Evaluate the performance of the Chief Executive Officer and the other executive officers annually in light of the approved corporate goals and objectives.


Set the compensation of the Chief Executive Officer and other executive officers annually, based upon the Committee's evaluation of their performance and taking into account the Company's desire to attract and retain qualified executive officers and the limitation on deductibility of certain compensation set forth in Section 162(m) of the Internal Revenue Code.


Review the Company's incentive compensation plans and equity-based plans annually and recommend any changes in such plans to the Board as the Committee deems appropriate.


Exercise all of the authority of the Board with respect to the administration of the Company's incentive compensation plans.


Review the perquisites and other personal benefits of the Chief Executive Officer and other executive officers and recommend any changes to the Board as the Committee deems appropriate.


Prepare an annual executive compensation report for inclusion in the Company's proxy statement.


Prepare an annual performance evaluation of the Committee, including any recommended amendments to this Charter and any recommended changes to the Company's compensation policies and procedures.

In determining the long-term incentive component of the compensation of the Chief Executive Officer and other executive officers, the Committee may consider the Company's performance and relative stockholder return and the value of similar incentive awards to chief executive officers and other executive officers at comparable companies.

The Committee may retain, in its sole discretion and at the Company's expense, a compensation consultant, legal counsel and/or any other advisor for as long as it deems advisable to assist in discharging its duties under this Charter. The Committee shall have the sole authority to approve the fees and other retention terms with respect to such advisors.

Meetings and Procedures of the Committee


The Committee shall meet at least two times annually. One such meeting shall be held at a time when the Committee can evaluate the performance of the Chief Executive Officer and other executive officers, set their annual base salary and recommend certain incentive awards. One such meeting shall be held at a time when the Committee shall sit as the Company's Stock Option Committee, evaluating and recommending grants of stock options or other equity-based compensation. Other meeting(s) shall be held at the discretion of the Chairperson of the Committee. Minutes of each of these meeting shall be kept, and such minutes shall be maintained with the books and records of the Company. Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.

The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Committee shall designate one member of the Committee as its Chairperson. The Chairperson of the Committee or a majority of the members of the Committee also may call a special meeting of the Committee. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee may form subcommittees, consisting of no fewer than two members, for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

The Chief Executive Officer shall function as the management liaison officer to the Committee. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.