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Title: |
Cash Award Agreement |
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Entities: |
Methode Electronics Inc. |
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Date: |
2005 |
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Size: |
Preview shows 4KB of 12KB total |
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Price: |
$38 |
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ID: |
#1122828 |
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Start of
Preview |
METHODE ELECTRONICS, INC.
CASH AWARD AGREEMENT
This agreement (the ?Cash Award Agreement?) dated as of ?Date_? (the ?Effective Date?), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the ?Company?) and ?Exec_First_? ?Exec_Middle_? ?Exec_Last_? (the ?Grantee?).
1. General. The purpose of the Cash Award Agreement is to retain and reward selected officers and to provide incentive for remaining with and enhancing the performance of the Company over the long-term.
2. Definitions.
(a) ?Affiliate? means any entity during any period that, in the opinion of the Committee, the Company has a significant economic interest in the entity.
(b) ?Board? or ?Board of Directors? means the board of directors of the Company.
(c) ?Cause? shall mean any willful misconduct by the Grantee which affects the business reputation of the Company or willful failure by the Grantee to perform his or her material responsibilities to the Company (including, without limitation, breach by the Grantee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Grantee and the Company or any Affiliate or Subsidiary). The Grantee shall be considered to have been discharged for ?Cause? if the Company determines, within 30 days after the Grantee?s resignation, that discharge for Cause was warranted.
(d) ?Change of Control? shall be deemed to have occurred on the first to occur of any of the following:
(i) any ?person? (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act, other than any Subsidiary or any employee benefit plan of the Company or a Subsidiary, is or becomes a beneficial owner, directly or indirectly, of stock of the Company representing 25% or more of the total voting power of the Company?s then outstanding stock;
(ii) a tender offer (for which a filing has been made with the SEC which purports to comply with the requirements of Section 14(d) of the Exchange Act and the corresponding SEC rules) is made for the stock of the Company. In case of a tender offer described in this paragraph (ii), the ?Change of Control? will be deemed to have occurred upon the first to occur of (A) any time during the offer when the person (using the definition in (i) above) making the offer owns or has accepted for payment stock of the Company with 25% or more of the total voting power of the Company?s outstanding stock or (B) three business days before the offer is to terminate unless the offer is withdrawn first, if the person making the offer could own, by the terms of the offer plus