Exhibit
10.1


 


METHODE
ELECTRONICS, INC.


2010 STOCK
PLAN


 


PERFORMANCE
BASED RESTRICTED STOCK


FORM AWARD
AGREEMENT


 


This Restricted Stock 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.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and obligations hereinafter set forth,
the Company agrees to deliver to Grantee Restricted Stock of the Company (the “Restricted
Shares”) 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
awarded herein are subject to all of the provisions of the Plan applicable to
Restricted Stock. 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 Shares (the “Award”).  This
Award is intended to be a “162(m) Award” within the meaning of Section 6
of the Plan.


 


3.             Vesting.  The Restricted Shares shall vest as follows,
subject to the Grantee’s continued employment or service with the Company or a
Subsidiary or Affiliate. Any Restricted Shares that do not vest pursuant to
this Section 3 shall be forfeited to the Company immediately upon
termination of the Measurement Period or, except as provided in Section 3(d) below,
termination of the Grantee’s employment with the Company and all of its
Subsidiaries and Affiliates.  To the
extent the Restricted shares vest pursuant to Section 3(d) below,
such Restricted Shares shall not be eligible for vesting pursuant to Section 3(b) or
Section 3(c).  Any fractional shares
created by the vesting calculations described below will be rounded down to a
whole share number; no fractional shares will be delivered pursuant to this
Award.


 


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(a)                                  Measurement Period and Vesting Date.  The “Measurement
Period” is the fiscal year of the Company ending on or about May 2,
2015.  The “Vesting Date” shall be the
last day of the Measurement Period.  The “Award
Period” is the period between the date of this Award Agreement and the Vesting
Date.


 


(b)                                 Amount of Restricted Shares that Vest.  Except to
the extent provided in Section 3(c) or 3(d), the vesting of the
Restricted Shares will be based on the Company’s internal enterprise value at
the end of the Measurement Period (“Internal Enterprise Value”) subject to the
Grantee’s continued employment with the Company or a Subsidiary or Affiliate to
the end of such Measurement Period, and provided that a Change of Control has
not occurred before the end of the Measurement Period.  For this purpose, Internal Enterprise
Value shall equal (1) the product of (i) the EBITDA for the recently
completed fiscal year and (ii) the “Historic Multiple of EBITDA”
which is set forth on Exhibit A hereto, (2) plus cash and
short-term investments on hand at the end of the Measurement Period, (3) less
debt and preferred stock at the end of the Measurement Period, and (4) adjusted
for equity issuances during the Award Period in connection with acquisitions or
capital raising initiatives.  For this
purpose, (A) EBITDA means the Company’s earnings before interest, taxes,
depreciation and amortization; (B) in calculating cash on hand at the end
of the Measurement Period, pro forma adjustments will be made in order to
provide for a quarterly cash dividend payment of seven cents ($0.07) per share
during the Award Period (regardless of the actual amount of dividends paid
during the Award Period); and (C) any and all transaction costs and
expenses (out of pocket) and earnings with respect to an acquisition undertaken
pursuant to an acquisition agreement executed after October 31, 2013 will
be excluded from the calculation of internal enterprise value. The threshold
and target levels of performance (the “Threshold Internal Enterprise Value” and
the “Target Internal Enterprise Value,” 
respectively) are set forth on Exhibit A, attached
hereto.  Exhibit B attached
hereto sets forth the formula for calculating the vesting percentages based on
the Measurement Period internal enterprise value achieved.  Pursuant to Exhibit B, the number of
Restricted Shares that will vest under this Award shall be determined by
multiplying the number of Restricted Shares described in Section 2 above
by a fraction, the numerator of which shall equal (i) the Internal
Enterprise Value as of the Vesting Date minus (ii) the Threshold Internal
Enterprise Value, and the denominator of which shall equal (a) the Target
Internal Enterprise Value minus (b) the Threshold Internal Enterprise
Value.  If the level of performance
achieved is less than or equal to the Threshold Internal Enterprise Value, then
no Restricted Shares shall vest pursuant to this Section 3.3(b).  For the avoidance of doubt, if the Grantee
experiences a termination of employment or a Change of Control occurs, in
either case, prior to the end of the Measurement Period, no vesting shall 


 


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occur under this Section 3(b).


 


(c)                                  Termination of Employment Prior to the Vesting Date. 
Notwithstanding the provisions of Section 3(b), the Restricted
Shares granted hereunder shall vest, in an amount determined according to the
calculation set forth below, if the Grantee’s employment with the Company and
all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date
due to: (i) retirement on or after Grantee’s sixty-fifth birthday; (ii) retirement
on or after Grantee’s 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.  In such
event, on the Vesting Date, Grantee shall vest in the number of Restricted
Shares equal to the number of Restricted Shares described in Section 2
above multiplied by (1) a fraction, the numerator of which shall equal (A) the
Internal Enterprise Value as of the Vesting Date minus (B) the Threshold
Internal Enterprise Value, and the denominator of which shall equal (C) the
Target Internal Enterprise Value minus (D) the Threshold Internal
Enterprise Value and multiplied by (2) a fraction, the numerator of which
shall be the number of fiscal months elapsed between the Award Date and the
date of termination of employment (rounded up to the nearest whole month) and
the denominator of which shall be fifty-four and a half (54.5).  If the level of performance achieved is less
than or equal to the Threshold Internal Enterprise Value, then no Restricted
Shares shall vest pursuant to this Section 3.3(c).


 


(d)                                 Change of Control. 
Notwithstanding the provisions of Section 3(b), the Restricted
Shares granted hereunder shall vest, in an amount determined according to the
calculation set forth below, upon a Change of Control occurring prior to the
end of the Measurement Period, subject to: (i) the Grantee’s continued
employment with the Company or a Subsidiary or Affiliate through the date
immediately preceding the effective date of such Change of Control; or (ii) 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. 
In such event, the vesting of the Restricted Shares will be based on the
Company’s external enterprise value as of the date of the Change of Control
(the “External Enterprise Value”).  For
this purpose, External Enterprise Value shall equal the fair market value of
the Company as determined by the bona fide offer for the purchase of the
Company’s Common Stock outstanding (including any stock equivalents convertible
to common stock) causing the Change of Control, and the terms “Good Cause” and “Good
Reason” shall have the meanings set forth in the Change in Control 


 


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Agreement
dated as of
                      
between the Company and the Grantee, as the same may be amended from time to
time (the “Change in Control Agreement”). 
In the event of a Change of Control, the threshold and target levels of
performance (the “Threshold External Enterprise Value” and the “Target External
Enterprise Value,” respectively) are set forth on Exhibit C,
attached hereto.  Exhibit D
attached hereto sets forth the formula for calculating the vesting percentages
based on the actual External Enterprise Value achieved.  Pursuant to Exhibit D, in the event of a
Change of Control, the number of Restricted Shares that will vest under this
Award shall be determined by multiplying the number of Restricted Shares
described in Section 2 above by a fraction, the numerator of which shall
equal (i) the actual External Enterprise Value minus (ii) the
Threshold External Enterprise Value, and the denominator of which shall equal (a) the
Target External Enterprise Value minus (b) the Threshold External
Enterprise Value.  If the level of
performance achieved is less than or equal to the Threshold External Enterprise
Value then no Restricted Shares shall vest pursuant to this Section 3.3(d).     Any portion of this Award that does not
vest upon a Change of Control pursuant to this Section 3(d) shall be
immediately forfeited upon a Change of Control.


 


Grantee agrees, as a condition
of this Award, to make acceptable arrangements to pay any withholding or other
taxes that may be due as a result of the vesting of the Restricted Shares
acquired under this Award.  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 Award, 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.


 


4.             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 Shares 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.


 


5.             Additional Delivery.  Within 2 1⁄2 months of the date the Restricted
Shares have vested pursuant to Section 3 of this Award Agreement, the
Company shall pay to the Grantee an
amount equal to the aggregate per share cash dividends with respect to all cash
dividend record dates that fall between the Award Date and the date the
unrestricted shares are registered with the Company’s transfer agent in the
name of the Grantee, multiplied by the number of Restricted 


 


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Shares that vest pursuant to
this Award Agreement (without interest). 
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 due in connection with this
Award or the payment described in this Section 5.  No dividends shall be paid to the Grantee
with respect to any Restricted Shares that are forfeited by the Grantee.


 


6.             Restrictions.  None of the Restricted Shares may be sold,
transferred, pledged, hypothecated or otherwise encumbered or disposed of until
they have vested in accordance with the terms of this Award Agreement.  Any Restricted Shares 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 or upon
the expiration of this Award Agreement.


 


7.             Stock
Delivery.  Within ten (10) days of the date of this
Award Agreement, the Company will cause
the Restricted Shares to be issued in the Grantee’s name either by book-entry
registration or issuance of a stock certificate.  While the Restricted Shares remain
forfeitable, the Company will cause an appropriate stop-transfer order to be
issued and to remain in effect with respect to the Restricted Shares. Any
stock certificate evidencing any Restricted Shares shall contain such legends
and stock transfer instructions or limitations as may be determined or
authorized by the Committee in its sole discretion; and the Company may, in its
sole discretion, retain custody of any such certificate throughout the period
during which any restrictions are in effect and require that the Grantee tender
to the Company a stock power duly executed in blank relating thereto as a
condition to issuing any such certificate.


 


8.             Rights
as Stockholder.  The Grantee shall have no rights as a
stockholder with respect to any Restricted Shares until the Restricted Shares
are issued in Grantee’s name either by book-entry registration or issuance of a
stock certificate.  Once the Restricted
Shares are issued in Grantee’s name, the Grantee shall be entitled to all
rights associated with ownership of the Restricted Shares, except that the
Grantee shall not be entitled to receive any dividends (cash or stock) with
respect to the Restricted Shares until such time as the restrictions lapse in
accordance with the terms of this Award Agreement.


 


9.             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.


 


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10.           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.


 


11.           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.


 


12.           Section 409A
Compliance.  It is the intention of the Company and the
Grantee that the Restricted Shares and other benefits awarded under this Award
Agreement shall be exempt from the requirements of Section 409A of the
Code and its implementing regulations (“Section 409A”) and shall be
interpreted in a manner consistent with this intention.  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 allowed under applicable laws), or take any other commercially
reasonable actions necessary or appropriate to cause the Restricted Shares 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.


 


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 


 


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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.


 


14.           Counterparts.  This Award 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.


 


15.           Entire
Agreement; 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 Shares 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 and the terms of the Change in
Control Agreement, as amended.


 


[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 AWARD 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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