Exhibit 10.2


 


METHODE
ELECTRONICS, INC.


2010 STOCK
PLAN


 


RESTRICTED
STOCK UNIT


FORM AWARD
AGREEMENT


 


This Restricted Stock Unit Award
Agreement (the “Award Agreement”), effective as of November 8, 2010 (the “Award Date”), is entered into by
and between Methode Electronics, Inc., a Delaware corporation (the “Company”)
and
                          
(the “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.


 


WHEREAS, the Company and the
Grantee are entering into an Amendment to Change in Control Agreement as of the
date hereof pursuant to which the “Gross-Up” provision of the Change in Control
Agreement will be inapplicable and unenforceable as of May 2, 2015.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and obligations set forth herein, the
Company agrees to award to Grantee Restricted Stock Units under the Methode
Electronics, Inc. 2010 Stock Plan (the “Plan”) on the terms and conditions
set forth herein.


 


1.             General.  This Award Agreement and the Restricted Stock
Units awarded herein are subject to all of the provisions of the Plan
applicable to Restricted Stock Units. 
Unless otherwise provided herein, the Plan provisions are incorporated
by reference and made a part hereof to the same extent as if set forth in their
entirety herein and unless the context otherwise requires, capitalized terms
used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a true
copy of the Plan and has read the Plan and fully understands its content.  In the event of any conflict between the
terms of this Award Agreement and the terms of the Plan, the terms of the Plan
shall control.


 


2.             Grant.  The Company hereby grants to Grantee a total
of [            ]
Restricted Stock Units (the “Restricted Stock Units”), subject to the
restrictions set forth in Section 3 hereof and the Plan.


 


3.             Restrictions.


 


(a)                                  None of the Restricted Stock Units may be
sold, transferred, pledged, hypothecated or otherwise encumbered or disposed
of.


 

















 


(b)                                 Except as provided below, any Restricted Stock
Units that are not vested shall be forfeited to the Company immediately upon
termination of the Grantee’s employment with the Company and all of its
Subsidiaries and Affiliates.


 


(c)                                  Any Restricted Stock Units that are not vested
may be forfeited to the Company in accordance with Section 7 of this Award
Agreement.


 


4.             Payment for Restricted Stock
Units.


 


(a)                                  The Company will pay one share of Common Stock
to the Grantee for each vested Restricted Stock Unit upon the earlier of the
following events:


 


(i)                                     thirty (30) days after the Grantee’s date of termination of employment
with the Company and all of the Company’s Subsidiaries and Affiliates for any
reason whatsoever; or


 


(ii)                                  a Change of Control of the Company.


 


(b)                                 Notwithstanding the foregoing, in the event
that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code and the Award is considered to be Nonqualified Deferred Compensation
upon the Grantee’s “Separation from Service” as defined below, any payment
under this Award Agreement shall be delayed until the earlier of (i) first
day of the seventh (7th) month after the Grantee’s Separation from Service, or (ii) the
Grantee’s death, if such a delay is necessary to avoid the imposition of
additional tax and interest on the Grantee under Section 409A(a)(1)(B) of
the Code.


 


5.             Rights as Stockholder.  The Grantee shall have no rights as a
stockholder with respect to any Restricted Stock Units.  The Grantee will only have stockholder rights
after a stock certificate is issued.


 


6.             Vesting.


 


(a)                                  The Restricted Stock Units granted hereunder will
vest twenty percent (20%) on each of the following dates (provided the Grantee
continues to be employed by the Company (or a Subsidiary or Affiliate thereof)
until such dates): April 30, 2011, April 28, 2012, April 27,
2013, May 3, 2014 and May 2, 2015.


 


(b)                                 Notwithstanding the schedule set forth in Section 6(a),
Restricted Stock Units granted hereunder shall become fully vested upon the
occurrence of a Change of Control, as that term is defined in the Plan,
provided that the Grantee is an employee of the Company (or a Subsidiary
thereof) on the date of the Change of Control.


 


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(c)                                  In addition, in the event of the Grantee’s
termination of employment by the Company without “Good Cause” or Grantee’s voluntary
termination of such employment with “Good Reason” during the period beginning
on the date an agreement is entered into by the Company with respect to a
merger or other business combination of the Company, which would constitute a
Change of Control, and the effective time of such merger or other business
combination of the Company, then the Restricted Stock Units shall vest in full
upon the closing of the Change of Control transaction.  For this purpose, the terms “Good Cause” and “Good
Reason” shall have the meanings set forth in the Change in Control Agreement
dated as of
                      
between the Company and the Grantee, as the same may be amended from time to
time.


 


7.             Forfeiture.  If at any time any of the following events
occur: (i) Grantee is convicted of a felony; (ii) Grantee commits any
act or acts of personal dishonesty intended to result in substantial personal
enrichment to Grantee to the detriment of the Company; or (iii) repeated
violations of Grantee’s responsibilities which are demonstrably willful and
deliberate, provided that such violations have continued more than ten days
after the Company or the Board of Directors of the Company has given written
notice of such violations, then the unvested Restricted Stock Units shall be forfeited
to the Company effective as of the date on which the Grantee entered into such
activity, unless terminated sooner by operation of another term or condition of
this Award Agreement or the Plan.


 


8.             Quarterly Payments.  Within fifteen (15) days of the end of each
fiscal quarter, the Company shall pay to the Grantee an amount equal to the
aggregate per share cash dividend paid during the quarter multiplied by the
number of vested Restricted Stock Units outstanding pursuant to this Award
Agreement (without interest), less any required withholding or other taxes
which the Company determines, in its discretion, to be due in connection with
the payments described in this Section 8, or the Restricted Stock Units
granted pursuant to this Award Agreement. 
No dividends shall be paid to the Grantee with
respect to any Restricted Stock Units that are not vested.  Once
payment has been made pursuant to Section 4 above, no further payments
will be made under this Section 8.


 


9.             Applicable Law.  The validity, construction, interpretation
and enforceability of this Award Agreement shall be determined and 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 of the
Eastern Division of the Northern District of Illinois and the Grantee consents
to the jurisdiction and venue of those courts.


 


10.           Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or 


 


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in part, the remaining provisions, and any
partially unenforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.


 


11.           Waiver.  The waiver by the Company of a breach of any
provision of this Award Agreement by Grantee shall not operate or be construed
as a waiver of any subsequent breach by Grantee.


 


12.           Binding Effect.  The provisions of this Award Agreement shall be
binding upon the parties hereto, their successors and assigns, including,
without limitation, the Company, its successors or assigns, the estate of the
Grantee and the executors, administrators or trustees of such estate and any
receiver, trustee in bankruptcy or representative of the creditors of the
Grantee.  This
Award Agreement and the Restricted Stock Units granted hereunder are subject to
any Company Clawback Policy in effect as of the date of this Award Agreement or
as subsequently amended, modified or replaced.


 


13.           Withholding.  Grantee agrees, as a condition of this grant,
to make acceptable arrangements to pay any withholding or other taxes that may
be due as a result of the vesting of the Restricted Stock Units acquired under
this grant.  In the event that the
Company determines that any federal, state, local or foreign tax or withholding
payment is required relating to the vesting of shares arising from this grant,
the Company shall have the right to require such payments from Grantee, or withhold
such amounts from other payments due Grantee from the Company or any Subsidiary
or Affiliate.


 


14.           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 


 


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fees and costs. 
In all Disputes, the arbitrator will have discretion to make an
award of fees, costs and expenses to the prevailing party.


 


15.           Section 409A Compliance.  It is
the intention of the Company and the Grantee that the Restricted Stock Units
and other benefits awarded under this Award Agreement shall comply with Section 409A
of the Code and its implementing regulations (“Section 409A”) and shall be
interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary
contained herein, a termination of Grantee’s employment shall not be deemed to
have occurred for purposes of making any payments under this Award Agreement
unless such termination gives rise to a “Separation from Service” (within the
meaning of Section 409A, a “Separation from Service”) and references to “termination
of employment” shall mean Separation from Service.  In the event that the Company or the Grantee
reasonably determines that any award under this Award Agreement fails to comply
with 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 comply with the requirements of Section 409A.


 


16.           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.


 


17.           Entire Agreement and Clawback Policy.  This Award Agreement supersedes and cancels
all prior written or oral agreements and understandings relating to the terms
of this Award Agreement.  This Award
Agreement and the Restricted Stock Units 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.


 


[Signature Page to
Follow]


 


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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 NOVEMBER 30, 2010, THE
RESTRICTED STOCK UNITS 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


 


	
   

  	
   

  
	
  [                                      ]

  	
   

  



 


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