HUNTINGTON INGALLS INDUSTRIES, INC.
EX-10.4
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<DIV><FONT size="1" style="font-size:1pt;color:white">Exhibit 10.4  HUNTINGTON INGALLS INDUSTRIES, INC.  TERMS AND CONDITIONS APPLICABLE TO  20_ RESTRICTED STOCK RIGHTS  GRANTED UNDER THE 2022 LONG-TERM INCENTIVE STOCK PLAN (&quot;PLAN&quot;)  These Terms and Conditions (&quot;Terms&quot;) apply to certain &quot;Restricted Stock rughts&quot; (&quot;RSRs&quot;) granted by  Huntington Ingalls Industries, Inc. (the &quot;Company&quot;) in 20 _. If you were granted an RSR award by the Company in 20 &#65533;  the date of grant of your RSR award (the &quot;Grant Date&quot;) and the number ofRSRs applicable to your award are set forth in  the letter from the Company announcing your RSR award grant (your &quot;Grant Letter&quot;) and are also reflected in the  electronic stock plan award recordkeeping system (&quot;Stock Plan System&quot;) maintained by the Company or its designee.  These Terms apply only with respect to the 20 _ RSR award. If you were granted an RSR award, you are referred to as the  &quot;Grantee&quot; with respect to your award. Capitalized terms are generally defined in the Plan, unless defined in Section 9  below orelsewhere herein.  Each RSR represents a right to receive one Share of the Company's common stock, or cash of equivalent value as  provided herein, subject to vesting as provided herein. The number of RSRs subject to your award is subject to adjustment  as provided herein. The RSR award is subject to all of the terms and conditions set forth in these Terms, and is further  subject to all of the terms and conditions of the Plan, as it may be amended from time to time, and any rules adopted by the  Committee, as such rules are in effect from time to time.  1. Vesting; Issuance of Shares. Subject to Sections 2 and 5 below, one hundred percent (100%) of the number ofRSRs subject to your  award (subject to adjustment as provided in Section 5.1)  shall vest upon the second anniversary of the Grant Date.  Except as otherwise provided below, the Company  shall pay a vested RSR within 2.5 months following the  vesting of the RSR on the second anniversary of the  Grant Date. The Company shall pay such vested RSRs  in either an equivalent number of Shares of common  stock, or, in the discretion of the Committee, in cash or  in a combination of Shares of common stock and cash.  In the event ofa cash payment, the amount of the  payment for a vested RSR to be paid in cash (subject to  tax withholding as provided in Section 6 below) will  equal the Fair Market Value of a Share of common stock  as of the date that such RSR became vested. No  fractional shares will be issued.  2. Early Termination of Award; Termination of Employment. 2.1 General. The RSRs subject to the award, to the extent not previously vested, shall terminate and  become null and void if and when ( a) the award  terminates in connection with a Change in Control  pursuant to Section 5 below, or (b) except as provided in  Section 2.6 and in Section 5, the Grantee ceases for any  reason to be an employee of the Company or one ofits  subsidiaries.  2.2 Leave of Absence. Unless the Committee otherwise provides ( at the time of the leave or  otherwise), if the Grantee is granted a leave of absence  by the Company, the Grantee (a) shall not be deemed to  have incurred a termination of employment at the time  such leave commences for purposes of the award, and (b)  shall be deemed to be employed by the Company for the  duration of such approved leave of absence for purposes  of the award. A termination of employment shall be  deemed to have occurred if the Grantee does not timely  return to active employment upon the expiration of such  approved leave or if the Grantee commences a leave that  is not approved by the Company.  2.3 Salary Continuation. Subject to Section 2.2  above, the term &quot;employment&quot; as used herein means  active employment by the Company and salary  continuation without active employment (other than a  leave of absence approved by the Company that is  covered by Section 2.2) will not, in and of itself,  constitute &quot;employment&quot; for purposes hereof (in the case  of salary continuation without active employment, the  Grantee's cessation of active employee status shall,  subject to Section 2.2, be deemed to be a termination of  &quot;employment&quot; for purposes hereof). Furthermore, salary  continuation will not, in and of itself, constitute a leave  of absence approved by the Company for purposes of the  award.  2.4 Sale or Spino ff of Subsidiary or Business  Unit. For purposes of the RS Rs subject to the award, a  termination of employment of the Grantee shall be  deemed to have occurred if the Grantee is employed by a  subsidiary or business unit and that subsidiary or  business unit is sold, spun off, or otherwise divested, the  Grantee does not otherwise continue to be employed by  the Company after such event, and the divested entity or  business (or its successor or a parent company) does not  assume the award in connection with such transaction.  </FONT></DIV>
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