exv10w7



 







Exhibit 10.7




EXECUTIVE CHANGE OF CONTROL SEPARATION AGREEMENT




          This Executive Change of Control Separation Agreement is entered into as of the
                     day of
                    , 200_, by and between AMETEK, Inc., a Delaware corporation (the “Company”), and
Name of Employee                     (the “Employee”).




          WHEREAS, the Employee is presently employed by the Company, as its Title of Employee ;




          WHEREAS, the Company considers it essential to retain well qualified key management personnel,
and, in this regard, the Compensation Committee (the “Compensation Committee”) of the Board
of Directors of the Company (the “Board”) recognizes that, as is the case with many
publicly held corporations, the possibility of a Change of Control of the Company exists and the
uncertainty and questions caused by this possibility may result in the departure or distraction of
key management personnel to the detriment of the Company and its shareholders;




          WHEREAS, the Compensation Committee has determined that the Company should take appropriate
steps to reinforce and encourage the continued attention and dedication of key members of the
Company’s management to their assigned duties without distraction in the face of uncertainty
arising from the possibility of a Change of Control of the Company, although no such change is now
contemplated; and




          WHEREAS, in order to induce the Employee to remain in the employ of the Company, the Company
agrees that the Employee shall receive the compensation set forth in this Agreement if the
Employee’s employment with the Company is terminated involuntarily without Cause or voluntarily for
Good Reason during the two year-period immediately following a Change of Control as a cushion
against the financial and career impact on the Employee of any such Change of Control;




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as
follows:





	1.	 	Definitions.
	 
	 	 	For all purposes of this Agreement, the following terms shall have the meanings specified in
this Section 1 unless the context clearly otherwise requires:






	 	(a)	 	Accounting Firm. “Accounting Firm” shall have the meaning given to
that term under Section 10.
	 
	 	(b)	 	Agreement. “Agreement” shall mean this Executive Change of Control
Separation Agreement entered into by and between the Company and the Employee.
	 
	 	(c)	 	Annual Bonus. “Annual Bonus” shall mean the greatest of the following:




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	 	(1)	 	the Employee’s target bonus for the fiscal year in which the
Change of Control occurs;
	 
	 	(2)	 	the Employee’s target bonus for the fiscal year in which the
Employee’s Termination Date occurs;
	 
	 	(3)	 	the average of the bonuses received by the Employee from the
Company, its affiliates or subsidiaries for the two fiscal years of the Company
ending immediately before the Change of Control; or
	 
	 	(4)	 	the average of the bonuses received by the Employee from the
Company, its affiliates or subsidiaries for the two fiscal years of the Company
ending immediately before the Employee’s Termination Date.






The Employee’s target bonus shall be the Employee’s actual target bonus as
determined under the Company’s annual bonus plan, except that, if the Change of
Control or Termination Date (as applicable) occurs on or after January 1 and before
July 1 in any given year, the Employee’s target bonus shall be calculated using the
Employee’s annual base salary in effect on the date immediately preceding the
effective date of the Change of Control or Termination Date, whichever is greater.
Any target or actual bonus granted for a partial fiscal year shall be increased to
an annualized amount. The Annual Bonus shall be determined as if any amounts
actually deferred by the Employee under any plan of the Company, its subsidiaries or
affiliates, including, but not limited to, the AMETEK, Inc. Deferred Compensation
Plan or a plan qualified under section 401(k) or 125 of the Code, were not deferred.




	 	(d)	 	Base Salary. “Base Salary” shall mean the greater of:






	 	(1)	 	the rate of annual base salary in effect on the last day of the
fiscal year immediately preceding the effective date of the Change of Control
or, if the Employee first became employed by the Company in the year of the
Change of Control, the rate of annual base salary in effect on his date of
hire; or
	 
	 	(2)	 	the rate of annual base salary in effect on the last day of the
fiscal year immediately preceding the Employee’s Termination Date.






     Base Salary shall include any amounts deferred by the Employee under any plan of the
Company, its subsidiaries or affiliates, including, but not limited to, a plan
qualified under section 401(k) or 125 of the Code.




	 	(e)	 	Board. “Board” shall mean the Board of Directors of the Company.
	 
	 	(f)	 	Cause. “Cause” shall mean (1) misappropriation of funds, (2) habitual
insobriety or substance abuse, (3) conviction of a felony or a crime involving moral
turpitude, or (4) gross negligence in the performance of duties that has had a




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	 	 	 	material adverse effect on the business, operations, assets, properties or financial
condition of the Company.
	 
	 	(g)	 	Change of Control. A “Change of Control” shall occur if:






	 	(1)	 	Any one person or more than one person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
ownership of stock of the Company that, together with the stock held by such
person or group of persons, constitutes more than 50 percent of the total fair
market value or total voting power of the stock of the Company. However, if
such person or group of persons is considered to own more than 50 percent of
the total fair market value or total voting power of the stock of the Company
before this transfer of the Company’s stock, the acquisition of additional
stock by the same person or persons acting as a group shall not be considered
to cause a Change of Control of the Company; or
	 
	 	(2)	 	Any one person or more than one person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or group of persons) ownership of stock of
the Company possessing 30 percent or more of the total voting power of the
stock of the Company. However, if such person or group of persons is
considered to own 30 percent or more of the total voting power of the stock of
the Company before this acquisition, the acquisition of additional control or
stock of the Company by the same person or group of persons shall not cause a
Change of Control of the Company; or
	 
	 	(3)	 	A majority of members of the Company’s Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s Board before the date of the
appointment or election; or
	 
	 	(4)	 	Any one person or more than one person acting as a group (as
defined in section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires
(or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or group of persons) assets from the Company
that have a total gross fair market value equal to substantially all but in no
event less than 40 percent of the total fair market value of all assets of the
Company immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. A transfer of assets by the Company
will not result in a Change of Control under this Section 1(g)(4), if the assets
are transferred to:




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	 	(a)	 	A shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to its
stock;
	 
	 	(b)	 	An entity, 50 percent or more of the total
value or voting power of which is owned, directly or indirectly, by the
Company immediately after the transfer of assets;
	 
	 	(c)	 	A person or more than one Person acting as a
group (as defined in section 1.409A-3(i)(5)(v)(B) of the Treasury
Regulations) that owns, directly or indirectly, 50 percent or more of
the total value or voting power of all the outstanding stock of the
Company; or
	 
	 	(d)	 	An entity, at least 50 percent of the total
value or voting power of which is owned directly or indirectly, by a
person or group of persons described in Section 1(g)(4)(c), above.






For
purposes of this Section 1(g), no acquisition, either directly or indirectly, by
the Employee, his affiliates and associates, the Company, any subsidiary of the
Company, any employee benefit plan of the Company or of any subsidiary of the
Company, or any person or entity organized, appointed or established by the Company
for or pursuant to the terms of any such employee benefit plan shall constitute a
Change in Control.




	 	(h)	 	Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	(i)	 	Company. “Company” shall mean AMETEK, Inc., a Delaware corporation.
	 
	 	(j)	 	Compensation Committee. “Compensation Committee” shall mean the
Compensation Committee of the Board of Directors of the Company.
	 
	 	(k)	 	Confidential Information. “Confidential Information” shall have the
meaning given to that term under Section 11.
	 
	 	(l)	 	Employee. “Employee” shall mean the person designated in the first
paragraph of this Agreement.
	 
	 	(m)	 	Federal Rate. “Federal Rate” shall mean the applicable federal rate
provided for in section 7872(f)(2) of the Code.
	 
	 	(n)	 	Good Reason Termination. “Good Reason Termination” shall mean a
Termination of Employment initiated by the Employee upon one or more of the following
occurrences:






	 	(1)	 	Any failure of the Company to comply with and satisfy any of
the terms of this Agreement without the Employee’s express written consent;
	 
	 	(2)	 	Any involuntary reduction of the authority, duties or
responsibilities held by the Employee immediately prior to the Change of
Control;




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	 	(3)	 	Any involuntary reduction of the Employee’s total compensation
from that in effect immediately prior to the Change of Control; or
	 
	 	(4)	 	Any transfer of the Employee, without the Employee’s express
written consent, to a location which is outside the Paoli, Pennsylvania area
(or the general area in which his principal place of business immediately
preceding the Change of Control may be located at such time if other than
Paoli, Pennsylvania) by more than fifty miles other than on a temporary basis
(less than 6 months).






	 	(o)	 	Notice of Termination. “Notice of Termination” means a written notice
which (1) indicates the specific provision in this Agreement relied upon, (2) briefly
summarizes the facts and circumstances deemed to provide a basis for the Employee’s
Termination of Employment under the provision so indicated, and (3) specifies the
Termination Date (which date shall not be more than 15 days after the giving of such
notice).
	 
	 	(p)	 	Overpayment. “Overpayment” shall have the meaning given to that term
under Section 10.
	 
	 	(q)	 	Payment. “Payment” shall have the meaning given to that term under
Section 10.
	 
	 	(r)	 	Reduced Amount. “Reduced Amount” shall have the meaning given to that
term under Section 10.
	 
	 	(s)	 	Termination Date. “Termination Date” shall mean the date specified in
the Notice of Termination described in Section 2 or, if later, the date on which the
Notice of Termination is deemed to be received (as provided in
Section 16).
	 
	 	(t)	 	Termination of Employment. “Termination of Employment” shall mean the
termination of the Employee’s actual employment relationship with the Company and any
of its subsidiaries, constituting a separation from service within the meaning of
section 409A of the Code, upon the Employee’s Termination Date and in accordance with
the Notice of Termination provisions under Section 2.
	 
	 	(u)	 	Underpayment. “Underpayment” shall have the meaning given to that term
under Section 10.






	2.	 	Notice of Termination.





Any Termination of Employment following a Change of Control shall be communicated by a Notice of
Termination to the other party hereto given in accordance with
Section 16 hereof.




	3.	 	Severance Benefits Upon Termination of Employment Within Two Years After a Change of Control.





Subject to
the provisions of Section 10 hereof, in the event of either the Employee’s involuntary
Termination of Employment for any reason other than Cause or the Employee’s Good Reason



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Termination, in either event during the two-year period beginning on the effective date of a Change
of Control:




	 	(a)	 	Cash Payment. The Company shall pay to the Employee a lump sum cash
amount equal to [one][two][three] times the sum of the Employee’s Base Salary
and Annual Bonus, subject to customary employment taxes and deductions. The payment
shall be made on the 60th day after the Employee’s Termination Date, provided that if
the Employee is a “specified employee” of the Company (within the meaning of Section
409A of the Code), the cash payment shall be paid on the first day of the seventh month
following the Termination Date. The Employee shall forfeit his right to the cash
payment under this Section 3(a) if a release (substantially in the form attached to this
Agreement) is not executed before or can still be revoked on the 60th day after the
Employee’s Termination Date.
	 
	 	(b)	 	Continued Health Coverage. The Company shall continue the Employee’s
coverage under (or provide a tax equivalent monthly payment equal to the cost of) the
Company’s health program, as in effect from time to time for other senior executives of
the Company until the earliest of (1) the end of the 10th year following the year of
the Change of Control, (2) the Employee’s eligibility for Medicare, (3) the Employee’s
commencement of new employment where the Employee is eligible to participate in a
health program without a pre-existing condition limitation, or (4) the Employee’s
death. If the Company provides a tax equivalent monthly payment equal to the cost of
the Company’s health program, (1) no payment shall affect the amount of monthly
payments provided in any other calendar year, (2) payments shall not be made later than
the last day of the calendar year following the calendar year in which the Employee
incurs the expense to which the monthly payment relates, and (3) the right to the
monthly payment shall not be subject to liquidation or exchange for any other benefit.






	4.	 	Other Payments.





The
payments and benefits due under Section 3 hereof shall be in addition to and not in lieu of any
payments or benefits due to the Employee under any retirement, compensation or welfare plan, policy
or program of the Company, and its subsidiaries or affiliates, except that no other severance
benefits shall be paid to the Employee under any Company-sponsored severance plan, program or
arrangement.




	5.	 	Trust Fund.





Immediately before a Change of Control, the Company shall sponsor and fund an irrevocable trust
pursuant to a trust agreement to hold assets to satisfy all of its obligations to the Employee
under this Agreement. For this purpose, the trust shall be funded using the assumption that the
Employee’s employment will be terminated when the Change of Control occurs, regardless of whether
the Employee’s employment will be terminated on that date. Although such a trust is irrevocable,
its assets shall be held for the payment of all of the Company’s general creditors in the event of
insolvency and shall not be located or transferred outside the United States. No



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assets of the trust or the Company shall become restricted to provide benefits under this Agreement
in connection with a change in the Company’s financial health.




	6.	 	Enforcement.






	 	(a)	 	If the Company shall fail or refuse to make payment of any amounts due the
Employee under Sections 3(a) and 4 hereof within the respective time periods provided
therein, the Company shall pay to the Employee, in addition to the payment of any other
sums provided in this Agreement, interest, compounded daily, on any amount remaining
unpaid from the date payment is required under Section 3(a)or 4, as appropriate, until
paid to the Employee, at the one-year LIBOR rate in effect at the close of business on
the first business day immediately following the date on which such payment should have
been made; provided that if the payments required under Section 4 are required to
accrue earnings at a different rate pursuant to the terms of the documents governing
those payments, the interest rate provided under those documents shall be used instead
of the rate under this Section 6(a) with respect to those payments, and provided,
further, that if no one-year LIBOR rate is in effect at the close of business on the
first business day immediately following the date on which such payment should have
been made, the Company shall substitute a comparable rate.
	 
	 	(b)	 	It is the intent of the parties that the Employee not be required to incur any
expenses associated with the enforcement of his rights under this Agreement by
arbitration, litigation or other legal action because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the Employee
hereunder. Accordingly, the Company shall pay the Employee on demand the amount
necessary to reimburse the Employee in full for all reasonable expenses (including all
attorneys’ fees and legal expenses) incurred by the Employee in enforcing any of the
obligations of the Company under this Agreement, provided that the Company will have no
obligation to pay any such expenses, if in the case of a legal action brought by the
Employee, the Company is successful in establishing with the court that the Employee’s
action was frivolous or otherwise without any reasonable legal or factual basis.






	7.	 	No Mitigation.





The Employee shall not be required to mitigate the amount of any payment or benefit provided for in
this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for herein be reduced by any compensation earned by other employment or otherwise
except as provided in Sections 4 and 10.




	8.	 	Non-exclusivity of Rights.





Except as
provided under Section 4, nothing in this Agreement shall prevent or limit the Employee’s
continuing or future participation in or rights under any benefit, bonus, incentive or other plan
or program provided by the Company, or any of its subsidiaries or affiliates, and for which the
Employee may qualify.



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	9.	 	No Set-Off.





The Company’s obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may
have against the Employee or others.




	10.	 	Certain Reduction of Payments.






	 	(a)	 	Anything in this Agreement to the contrary notwithstanding, if it shall be
determined that any payment or distribution by the Company to or for the benefit of the
Employee, whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise (a “Payment”), would be nondeductible by reason
of section 280G of the Code, the aggregate present value of amounts payable or
distributable to or for the benefit of the Employee pursuant to this Agreement (such
payments or distributions pursuant to this Agreement are hereinafter referred to as
“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The
“Reduced Amount” shall be an amount expressed in present value, which maximizes
the aggregate present value of Agreement Payments without causing any Payment to be
(although not necessarily preventing any Payment from being) subject to the limitation
on deductions under section 280G of the Code. For purposes of this
Section 10, present
value shall be determined in accordance with section 280G(d)(4) of the Code.
	 
	 	(b)	 	All determinations to be made under this Section 10 shall be made by the
Company’s independent public accountant immediately prior to the Change of Control (the
“Accounting Firm”) (or, if such Accounting Firm declines to serve, the
Accounting Firm shall be a nationally recognized firm of certified public accountants
selected by the Company to provide such determinations). The Accounting Firm shall
provide its determinations and any supporting calculations both to the Company and the
Employee within 10 days of the Termination Date. Any such determination by the
Accounting Firm shall be binding upon the Company and the Employee. The Company shall
pay (or cause to be paid) or distribute (or cause to be distributed) to or for the
benefit of the Employee such amounts as are then due to the Employee under this
Agreement at the times set forth in Section 3.
	 
	 	(c)	 	As a result of the uncertainty in the application of section 280G of the Code
at the time of the initial determination by the Accounting Firm hereunder, it is
possible that Agreement Payments, as the case may be, will have been made by the
Company which should not have been made (“Overpayment”) or that additional
Agreement Payments which have not been made by the Company could have been made
(“Underpayment”), in each case, consistent with the calculations required to be
made hereunder. Before the end of the first calendar year after the Employee’s
Termination of Employment, the Accounting Firm shall review the determination made by
it pursuant to the preceding paragraph. If the Accounting




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	 	 	 	Firm determines that an Overpayment has been made, the Employee shall promptly repay
the Overpayment amount to the Company; provided, however, that no
amount shall be payable by the Employee to the Company if and to the extent such
payment would not reduce the amount which is subject to the limitation of deduction
under section 280G of the Code. If the Accounting Firm determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Employee together with interest at the Federal
Rate, provided, however, that any such Underpayment shall be paid no
later than the end of the first calendar year after the Employee’s Termination of
Employment.
	 
	 	(d)	 	All of the fees and expenses of the Accounting Firm in performing the
determinations referred to in subsections (b) and (c) above shall be borne solely by the
Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and
from any and all claims, damages and expenses resulting from or relating to its
determinations pursuant to subsections (b) and (c) above, except for claims, damages or
expenses resulting from the gross negligence or willful misconduct of the Accounting
Firm.






	11.	 	Confidential Information.





The Employee recognizes and acknowledges that, by reason of his employment by and service to the
Company, he has had and will continue to have access to confidential information of the Company and
its subsidiaries, including, without limitation, information and knowledge pertaining to products
and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information,
distribution and sales methods and systems, sales and profit figures, customer and client lists,
and relationships between the Company and its Subsidiaries and affiliates and other distributors,
customers, clients, suppliers and others who have business dealings with the Company and its
subsidiaries (“Confidential Information”). The Employee acknowledges that such
Confidential Information is a valuable and unique asset and covenants that he will not, either
during or after his employment by the Company, disclose any such Confidential Information to any
person for any reason whatsoever without the prior written authorization of the Board, unless such
information is in the public domain through no fault of the Employee or except as may be required
by law. Upon the Termination of Employment, the Employee will return all Confidential Information
to the Company to the fullest extent possible. The provisions of this
Section 11 shall survive the
Employee’s Termination of Employment.




	12.	 	Equitable Relief.






	 	(a)	 	The Employee acknowledges that the restrictions contained in
Section 11 hereof
are reasonable and necessary to protect the legitimate interests of the Company and its
affiliates, that the Company would not have entered into this Agreement in the absence
of such restrictions, and that any violation of any provision of those Sections will
result in irreparable injury to the Company. The Employee further represents and
acknowledges that (1) he has been advised by the Company to consult his own legal
counsel in respect of this Agreement and (2) that he has had




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	 	 	 	full opportunity, prior to execution of this Agreement, to review thoroughly this
Agreement with his counsel.
	 
	 	(b)	 	The Employee agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as well
as an equitable accounting of all earnings, profits and other benefits arising from any
violation of Section 11 hereof, which rights shall be cumulative and in addition to any
other rights or remedies to which the Company may be entitled.
	 
	 	(c)	 	The Employee irrevocably and unconditionally (1) agrees that any suit, action
or other legal proceeding arising out of Section 11 hereof, including without
limitation, any action commenced by the Company for preliminary and permanent
injunctive relief or other equitable relief, may be brought in the United States
District Court for the Eastern District of Pennsylvania, or if such court does not have
jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in
Chester County, Pennsylvania, (2) consents to the non-exclusive jurisdiction of any
such court in any such suit, action or proceeding, and (3) waives any objection which
the Employee may have to the laying of venue of any such suit, action or proceeding in
any such court. The Employee also irrevocably and unconditionally consents to the
service of any process, pleadings, notices or other papers in a manner permitted by the
notice provisions of Section 16 hereof.
	 
	 	(d)	 	The provisions of this Section 12 shall survive the Employee’s Termination of
Employment.






	13.	 	Taxes.





Any payment required under this Agreement shall be subject to all requirements of the law with
regard to the withholding of taxes, filing, making of reports and the like, and the Company shall
use its best efforts to satisfy promptly all such requirements.




	14.	 	Term of Agreement.





The term of this Agreement, while the Employee continues in employment with the Company, shall be
for three years from the date hereof and shall be renewed automatically for successive one year
periods thereafter unless terminated at the end of any such period by the Compensation Committee;
provided, however, that (a) any termination of this Agreement by the Compensation Committee shall
be ineffective if a Change of Control occurs within six (6) months after the effective date of the
termination; (b) after a Change of Control, this Agreement shall remain in effect for at least 24
months and, thereafter, until all of the obligations of the parties hereunder are satisfied or have
expired, (c) the provisions of Sections 11 and 12 of this Agreement shall survive any termination of
this Agreement or the Employee’s Termination of Employment, and (d) this Agreement shall terminate
if, prior to a Change of Control, the employment of the Employee with the Company is terminated.



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	15.	 	Successor Company.





The Company shall require any successor or successors (whether direct or indirect, by purchase,
merger or otherwise) to all or substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to the Employee, to acknowledge expressly that this
Agreement is binding upon and enforceable against the Company in accordance with the terms hereof,
and to become jointly and severally obligated with the Company to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such
succession or successions had taken place. Failure of the Company to notify the Employee in
writing as to such successorship, to provide the Employee the opportunity to review and agree to
the successor’s assumption of this Agreement or to obtain such agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company
shall mean the Company as hereinbefore defined and any such successor or successors to its business
and/or assets, jointly and severally.




	16.	 	Notice.





All notices and other communications required or permitted hereunder or necessary or convenient in
connection herewith shall be in writing and shall be delivered personally or mailed by registered
or certified mail, return receipt requested, or by overnight express courier service, to the
address maintained for the Employee on the Company’s personnel records or to the Company at its
principal business address. Any such notice shall be deemed delivered and effective when received
in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal
Service in the case of registered or certified mail, or on the next business day in the case of
overnight express courier service.




	17.	 	Governing Law.





This Agreement shall be governed by and interpreted under the laws of the Commonwealth of
Pennsylvania without giving effect to any conflict of laws provisions.




	18.	 	Contents of Agreement, Amendment and Assignment.





This Agreement supersedes all prior agreements, sets forth the entire understanding between the
parties hereto with respect to the subject matter hereof (including any earlier Executive Change of
Control Separation Agreement or Executive Severance Agreement) and cannot be changed, modified,
extended or terminated without the approval of the Compensation Committee, and only upon written
amendment executed by the Employee and the Company.




	19.	 	No Right to Continued Employment.





Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the
employ of the Company.




	20.	 	Successors and Assigns.





All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective heirs, representatives, successors and assigns of the



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parties hereto, except that the duties and responsibilities of the Employee and the Company
hereunder shall not be assignable in whole or in part without the consent of the other party except
as expressly provided herein. Notwithstanding the preceding sentence, the Company may recognize a
domestic relations order in accordance with procedures that it may establish for this purpose.




	21.	 	Severability.





If any provision of this Agreement or application thereof to anyone or under any circumstances
shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given effect without the
invalid or unenforceable provision or application. In addition, if any provision of the Agreement
shall be found to violate section 409A of the Code or otherwise result in benefits under the
Agreement being subject to income tax prior to distribution, such provision shall be void and
unenforceable, and the Agreement shall be administered without regard to such provision.




	22.	 	No Waiver.





No delay or omission by the Employee in exercising any right, remedy or power hereunder or existing
at law or in equity shall be construed as a waiver thereof.




	23.	 	Arbitration.





In the event of any dispute under the provisions of this Agreement other than a dispute in which
the sole relief sought is an equitable remedy such as an injunction, the parties shall be required
to have the dispute, controversy or claim settled by arbitration in Philadelphia, Pennsylvania, in
accordance with the National Rules for the Resolution of Employment Disputes then in effect of the
American Arbitration Association, before one arbitrator who shall be an executive officer or former
executive officer of a publicly traded corporation, selected by the parties. Any award entered by
the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by
either party in accordance with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to
modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement
other than a benefit specifically provided under or by virtue of the Agreement. The Company shall
be responsible for all of the fees of the American Arbitration Association and the arbitrator and
any expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and
expenses).



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          IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Agreement as of the date first above written.




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	AMETEK, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

[Name of Employee]

	 	 	 	 	 	 

[Name of Employee]
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Witness	 	 	 	Employee	 	 






13









 






EXHIBIT A




SAMPLE RELEASE




          In consideration of the benefits I am entitled to receive under this Agreement, I, [employee
name], on behalf of myself, and on behalf of my heirs, successors and assigns, hereby agree to
release AMETEK, Inc. (the “Company”), all of its past, present and future subsidiaries, affiliates,
directors, officers, employees; and all of its and their respective heirs, successors, and assigns
from any and all claims, demands, actions, and liabilities that I might otherwise have asserted
arising out of my employment with the Company, including the termination of that employment.




          I also promise not to sue the Company; any of its past, present and future subsidiaries,
affiliates, directors, officers, employees, agents, and representatives; or any of its or their
respective heirs, successors, and assigns based, in whole or in part, on any claims relating to my
employment with the Company or the termination of that employment. However, I am not releasing my
rights, if any, under any qualified employee retirement plan nor am I releasing any rights or
claims that may arise after the date on which I sign this Release. Those rights, and only those
rights, survive unaffected by this Release.




          I understand that as a consequence of my signing this Release I am giving up, with respect to
my employment and the termination of that employment, any and all rights I might otherwise have
under (1) the Age Discrimination in Employment Act of 1967, as amended; (2) and all other federal,
state or municipal laws prohibiting discrimination in employment on the basis of sex, race,
national origin, religion, age, handicap or other invidious factor; and (3) any and all theories of
contract or tort law, whether based on common law or otherwise.




          I acknowledge and agree that:





	1.	 	The benefits I am receiving under the Agreement constitute consideration over and above any
benefits that I might be entitled to receive without executing this Release.






	2.	 	The Company advised me in writing to consult with an attorney prior to executing a copy of
the Agreement and the Release.






	3.	 	I was given a period of at least [21] days within which to consider the Agreement and the
Release.






	4.	 	The Company has advised me of my statutory right to revoke my acceptance of the terms of the
Agreement and this Release at any time within seven (7) days of my signing of this Release.






	5.	 	I warrant and represent that my decision to accept the Agreement (including this Release) was
(a) entirely voluntary on my part; (b) not made in reliance on any inducement, promise or
representation, whether express or implied, other than the inducements, representations and
promises expressly set forth in the Agreement or in the Release; and (c) did not result from
any threats or other coercive activities to induce acceptance of the Agreement or Release.




1









 











          In the event I decide to exercise my right to revoke within seven (7) days of my acceptance of
this Release, I warrant and represent that I will do the following: (1) notify the Company in
writing of my intent to revoke my agreement, and (2) simultaneously return in full any
consideration received from the Company under the Agreement.




          I further warrant and represent that I fully understand and appreciate the consequence of my
signing this Release.




          IN WITNESS WHEREOF, I hereby acknowledge receipt of consideration
and execute the foregoing
agreement at                     , this
                     day of
              
      , 20       
         
    .




  
                
               
               
               
                
 

                
                
                
  [name of employee]



Witnessed by                      on this
                     day of
                    , 20  
            
       .




                                                            

                    WITNESS





2