Exhibit 10.4


 


METHODE ELECTRONICS, INC.


2010 CASH INCENTIVE PLAN


 


CASH BONUS


FORM AWARD AGREEMENT


 


This Cash Incentive Award Agreement, effective as of
                
    , 201   (the “Award Agreement”), is entered
into by and between Methode Electronics, Inc., a Delaware corporation (the
“Company”), and
                                        
(“Grantee”).


 


WHEREAS, the Company desires to reward Grantee for his
services to the Company and to encourage him to continue to work for the
benefit of the Company in a manner that will benefit all Company shareholders.


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants and obligations hereinafter set forth, the Company agrees
to pay Grantee certain cash incentive bonuses under the Company’s 2010 Cash
Incentive Plan (the “Plan”) on the terms and conditions set forth herein.


 


1.             Award.  The Company will pay Grantee a
performance-based cash bonus in  a
maximum amount specified in Exhibit A attached hereto (the “Target
Amount”), provided all of the performance measures set forth on Exhibit A
are achieved.  For each performance
measure achieved by the Grantee, the Company will pay Grantee the amount set
forth on Exhibit A hereto corresponding to the respective
measure.  Grantee is only entitled to the
full Target Amount if all of the measures set forth on Exhibit A
are achieved.  If Exhibit A
includes minimum, target and maximum levels of performance, with the final
value of the bonus determined by the level of performance attained during the
applicable performance period, then for purposes of this Award Agreement the
Target Amount shall mean the amount of bonus payable if the maximum level of
performance is attained.  For purposes of
this Award Agreement, the term “Award” shall refer to the Target Amount or
portion thereof paid under the terms of this Award Agreement.


 


Unless the Award is properly deferred under the terms
of the Plan, the Award shall be paid to the Grantee within 2 1⁄2 months after the end of the
Company’s or the Grantee’s taxable year (whichever is later) in which the
Grantee became entitled to the Award payment. 
The Company may withhold from any payment that
it is required to make under this Award Agreement amounts sufficient to satisfy
applicable withholding requirements under any federal, state or local law.


 


2.             Deferrals.  The Grantee may defer receipt of the Award,
subject to the deferral rules under the Plan and applicable law.


 


3.             Payment
Acceleration.  Payment
of the Award hereunder shall accelerate if the Grantee’s employment with the
Company and its Subsidiaries and Affiliates is terminated due to:
(i) retirement on or after his sixty-fifth birthday; (ii) retirement
on or after his fifty-fifth birthday with consent of the Company;
(iii) retirement at any age on account of total and permanent disability
as determined by the Company; or (iv) death.  If payment is accelerated, payment of the
Award shall be made on a pro rata basis, based on the Target Amount calculated
through the most recently completed month in which such termination occurs, and
multiplying such Target Amount by a fraction, the numerator of which shall be
the total number of days the Grantee was employed during the performance period
and the denominator of which shall be three hundred sixty-five (365).


 


1

















 


4.             Change
of Control.  Payment of any
outstanding Award shall be accelerated immediately following a Change of
Control.  If payment is accelerated,
payment of the Award shall be made on a pro rata basis based on the Target
Amount calculated through the most recently completed month occurring
immediately prior to the month in which such Change in Control occurs, and
multiplying such Target Amount by a fraction, the numerator of which shall be
the total number of days total number of days during the performance period
before the Change of Control and the denominator of which shall be three
hundred sixty-five (365).


 


5.             Construction.  This Award Agreement is subject to the terms
of the Plan and shall be construed in accordance therewith.  All capitalized and undefined terms herein
are subject to the definitions contained in the Plan.  The construction and operation of this Award
Agreement are governed by the laws of the State of Illinois without regard to
any conflicts or choice of law rules or principles that might otherwise
refer construction or interpretation of this Award Agreement to the substantive
law of another jurisdiction, and any litigation arising out of this Award
Agreement shall be brought in the Circuit Court of the State of Illinois or the
United States District Court for the Eastern Division of the Northern District
of Illinois.


 


6.             Amendment.  This Award Agreement may be amended at any
time by written agreement between the Company and Grantee.  Any such amendment shall be made pursuant to
a resolution of the Compensation Committee of the Company’s Board of Directors.


 


7.             Funding.  Cash payments under this Award Agreement
shall constitute general obligations of the Company.  Grantee shall have only an unsecured right to
payment thereof out of the general assets of the Company.


 


8.             Severability.  In the event that any provision or portion of
this Award Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Award Agreement shall be unaffected
thereby and shall remain in full force and effect.


 


9.             Dispute
Resolution.  The parties initially
shall attempt to resolve by direct negotiation any dispute, controversy or
claim arising out of or relating to this Award Agreement or its breach or
interpretation (each, a “Dispute”). For purposes of this negotiation, the
Company shall be represented by one or more of its independent directors
appointed by the Board of Directors. If the parties are unable to resolve the Dispute
by direct negotiation within 30 days after written notice by one party to the
other of the Dispute, the Dispute shall be settled by submission by either
party of the Dispute to binding arbitration in Chicago, Illinois (unless
the parties agree in writing to a different location), before a single
arbitrator in accordance with the American Arbitration Association’s National Rules for
the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed
to practice law in the State of Illinois. 
The decision and award made by the arbitrator shall be final, binding
and conclusive on all parties hereto for all purposes, and judgment may be
entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall
pay:  the fees of his or its attorneys;
the expenses of his or its witnesses; and all other expenses connected with
presenting his or its case.  Except as
set forth below, the costs of the arbitration, including the cost of any record
or transcripts of the arbitration hearing, administrative fees, the fees of the
arbitrator, and all other fees and costs shall be borne equally by the
parties.  In the event of a Dispute
following or in connection with a Change of Control, the Company shall pay the
fees of the arbitrator as well as the cost of any record or transcripts of the
arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have
discretion to make an award of fees, costs and expenses to the prevailing
party.


 


10.           Section 409A
Compliance.  It is the intention of
the Company and the Grantee that the Award and other benefits awarded under
this Award Agreement shall be exempt from the requirements of


 


2

















 


Section 409A of the Code and its implementing
regulations (“Section 409A”) and shall be interpreted in a manner
consistent with this interpretation.  In
the event that the Company or the Grantee reasonably determines that any award
under this Award Agreement may be subject to Section 409A, the Company and
Grantee shall work together to adopt such amendments to this Award Agreement or
adopt other policies or procedures (including amendments, policies and
procedures with retroactive effective to the extent allowable by applicable
laws), or take any other commercially reasonable actions necessary or
appropriate to cause the Award and other benefits awarded under this Award
Agreement to (i) be exempt from Section 409A, or (ii) otherwise
comply with the requirements of Section 409A.


 


11.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


12.           Entire
Agreement and Clawback Policy.  This
Agreement supersedes and cancels all prior written or oral agreements and
understandings relating to the terms of this Agreement.  This Agreement and the Award granted hereunder
are subject to any Company Clawback Policy in effect as of the date of this
Agreement or as subsequently amended, modified or replaced and the terms of the
Change in Control Agreement dated as of
                        
between the Company and Grantee, as the same may be amended from time to time.


 


13.           No
Retention Rights.  Nothing herein
contained shall confer on the Grantee any right with respect to continuation of
employment or services by the Company or its Subsidiaries or Affiliates, or
interfere with the right of the Company or its Subsidiaries or Affiliates to
terminate at any time the employment or service of the Grantee.


 


[Signature Page to Follow]


 


3

















 


IN WITNESS WHEREOF, the Company by one of its duly
authorized officers has executed this Award Agreement as of the day and year
first above written.


 


 


METHODE ELECTRONICS, INC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Paul G. Shelton

  	
   

  
	
  Its:

  	
  Chairman,
  Compensation Committee

  	
   

  



 


Please indicate your acceptance of the terms and
conditions of this Award Agreement by signing in the space provided below and
returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD
AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY
                                  ,
THE AWARD GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.


 


BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU
HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS
THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD
AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF
COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL
PROVISIONS OF THIS AWARD AGREEMENT. 
FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL
DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING
UNDER THE PLAN OR THIS AWARD AGREEMENT.


 


The undersigned hereby accepts, and agrees to, all
terms and provisions of this Award Agreement and the Plan as they pertain
hereto.


 


 


GRANTEE


 


	
   

  	
   

  
	
  [                                      ]

  	
   

  



 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


4