Filed by Bowne Pure Compliance





Exhibit 10.3




Note: Mr. Ruhlman’s restricted stock agreement does not include the three year time-based cliff
vesting provision because the entire award is subject to vesting based upon the Company’s
performance.)



PREFORMED LINE PRODUCTS COMPANY

LONG TERM INCENTIVE PLAN OF 2008




RESTRICTED STOCK AWARD AGREEMENT




THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is dated as of
 _____, 20_____, (being the
grant date of this restricted stock award), between Preformed Line Products Company, an Ohio
corporation (“Company”), and
 _____ 
(“Participant”).



WHEREAS, the Company maintains the Preformed Line Products Company Long Term Incentive Plan of
2008 (the “Plan”) for the purpose of (i) motivating key personnel by means of incentive
compensation, (ii) furthering the alignment of interests of participants with those of the
stockholders of the Company through ownership and performance of the common stock of the Company,
and (iii) permitting the Company to attract and retain key personnel and directors whose judgment
is important to the successful conduct of the business of the Company; and



WHEREAS, pursuant to the terms of the Plan, the Compensation Committee may grant restricted
stock awards to key personnel of the Company and its subsidiaries and non-employee directors of the
Company; and



WHEREAS, pursuant to the terms of the Plan, the Compensation Committee may grant awards that
are not intended to be Qualified Performance-Based Awards, as defined under the Plan, by expressing
such intention in this Agreement; and



WHEREAS, pursuant to the terms of the Plan, the terms, conditions and restrictions of each
restricted stock award are to be set forth in an award agreement; and



WHEREAS, the Compensation Committee has determined that it is appropriate to grant Participant
a restricted stock award of
 _____ 
shares of the common stock of the Company (as comprised of two
separate mutually exclusive parts, Award I and Award II, as set forth below; the “Restricted
Stock”) under the Plan on the terms, conditions and restrictions provided in this Agreement.




NOW, THEREFORE, the Company and the Participant agree as follows:




1. Agreement and Plan Govern Restricted Stock.



The Restricted Stock is in all respects subject to the terms, conditions and provisions of
this Agreement and the Plan.


 


 









 






2. Vesting.



Until no longer subject to substantial risk of forfeiture (vested) (the “Vesting Date”) in
accordance with the schedule and/or performance criteria set forth below, the Restricted Stock may
not be sold, exchanged, transferred, pledged, hypothecated, assigned, disposed of or otherwise
encumbered, whether voluntarily, involuntarily or by operation of law, and will be forfeited to the
Company if the Participant voluntarily terminates his employment with the
Company; provided, however, the Compensation Committee of the Board of Directors (the
“Committee”), in its sole discretion, may modify the terms of this grant at any time. Any
attempted sale, exchange, transfer, pledge, hypothecation, assignment, disposition or encumbrance
of such Restricted Stock in violation of this Agreement shall be void and of no effect and the
Company shall have the right to disregard the same on its books and records. The certificate or
certificates representing the Restricted Stock will bear a legend evidencing the restrictions
contained herein. The period between the grant date under this Agreement and the Vesting Date
shall be referred to as the “Restriction Period.”



The Restricted Stock shall vest (become no longer subject to a substantial risk of forfeiture)
in the amounts and on the dates set forth below:



	 	 	 
	Award I — Time-Based Vesting
	 
	 	 
	Vesting Date

	 	Number of Shares Vesting
	 
	 	 
	[insert date]

	 	                    
	 
	 	 
	Award II — Performance and Time-Based Vesting
	 
	 	 
	Vesting Date

	 	Maximum Number of Shares that May Vest
	 
	 	 
	[insert date]

	 	                    







Subject to the achievement of the performance goals of at least five percent (5%)
Growth in Pretax Income (Compounded Annually) and three percent (3%) Sales Growth
Percentage (Compounded Annually), Award II shall vest in a percentage determined
under the following formula:




X = Sales Growth Percentage (Compounded Annually)




Y = Percentage Growth in Pretax Income (Compounded Annually)




Z = Applicable Vesting Percentage for Restricted Stock under Award II



	 	 	 
	For Values of X and Y in Ranges Indicated	 	Applicable Vesting Formula
	 
	 	 
	X < 3 OR Y < 5
	 	Z = 0
	 
	 	 
	3 < X < 5 AND 5 < Y < 7
	 	Z = 25 + 6.25(X –  3) + 6.25(Y –  5)
	 
	 	 
	3 < X < 5 AND 7 < Y < 10
	 	Z = 37.5 + 6.25(X –  3) + 8.333(Y –  7)
	 
	 	 
	3 < X < 5 AND Y > 10
	 	Z = 37.5 + 6.25(X –  3) + 25
	 
	 	 
	5 < X < 10 AND 5 < Y < 7
	 	Z = 37.5 + 5(X –  5) + 6.25(Y –  5)
	 
	 	 
	5
< X < 10 AND 7 < Y < 10
	 	Z = 50 + 5(X –  5) + 8.333(Y –  7)
	 
	 	 
	5 < X < 10 AND Y > 10
	 	Z = 50 + 5(X –  5) + 25
	 
	 	 
	X
> 10 AND 5 < Y < 7
	 	Z = 37.5 + 25 + 6.25(Y –  5)
	 
	 	 
	X
> 10 AND 7 < Y < 10
	 	Z = 50 + 25 + 8.333(Y –  7)
	 
	 	 
	X
> 10 AND Y > 10
	 	Z = 100





Following the application of the formula described above, all remaining unvested
Restricted Stock shall be forfeited.



 


 









 







3. Rights Relating to Restricted Stock.



The Restricted Stock shall constitute issued and outstanding shares of common stock of the
Company and will be issued in the name of the Participant. The Company’s transfer agent and/or
share transfer records will show the Participant as the owner of record of the Restricted Shares.
Except as otherwise provided in this Agreement, the Participant will have all the rights of a
shareholder of the Company, including the right to vote. In the event that dividends are paid by
the Company with respect to its common stock prior to such time as the Restricted Stock has vested
in accordance with this Agreement, unless otherwise determined by the Committee to avoid adverse
taxation under Section 409A of the Internal Revenue Code (the “Code”), (A) cash dividends on the
class or series of common stock of the Restricted Stock shall be reinvested in additional
Restricted Stock and held subject to the same vesting requirements applicable to the underlying
Restricted Stock, and (B) subject to any adjustment pursuant to
Section 3(c) of the Plan, dividends
payable in common stock shall be paid in the form of Restricted Stock of the same class as the
common stock with which such dividend was paid and held subject to the same vesting requirements
applicable to the underlying Restricted Stock. In the event that there is a Corporate Transaction
(as defined in the Plan), such shares or securities received by the Participant shall be subject to
the substitutions or adjustments in accordance with
Section 3(c) of the Plan.




4. Issuance of Stock Certificate.



Shares of Restricted Stock are actual Shares issued to a Participant, subject to stated
restrictions on transferability and subject to forfeiture, and shall be evidenced in such manner as
the Committee may deem appropriate, including book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of Restricted Stock shall be registered in
the name of the applicable Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the following form (or such
other form as the Committee may prescribe):




The transferability of this certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture) of the Preformed Line Products
Company Long Term Incentive Plan of 2008 and a related Award Agreement. Copies of such Plan
and Agreement are on file at the offices of Preformed Line Products Company, 660 Beta Drive,
Mayfield Village, Ohio 44143.



Such stock certificate shall be held by the Company (or its designated agent) on behalf of the
Participant, along with a related stock power signed in blank, until such time as the Restricted
Stock has vested or is forfeited, in whole or in part, in accordance with this Agreement. Upon the
satisfaction of any applicable Performance Goals, and/or at the Vesting Date, assuming that the
Restriction Period expires without a prior forfeiture of the shares of Restricted Stock for which
legended certificates have been issued, unlegended certificates (i.e.,
bearing only those legends which may appear on Common Stock certificates) for such vested
shares shall be delivered to the Participant upon surrender of the legended certificates.


 


 









 






5. Accelerated Vesting Upon Change in Control, Retirement, Death, Disability.



Notwithstanding anything to the contrary in this Agreement, the Restricted Stock awarded to
the Participant hereunder shall no longer be subject to a substantial risk of forfeiture and shall
immediately vest in the Participant and unlegended certificates representing the Restricted Stock
shall be delivered to the Participant or the Participant’s estate, as the case may be, upon the
occurrence of the following:




	 	(a)	 	Retirement, Death, Disability.

	 
	 	 	 	In the event that the Participant ceases to be employed by the Company or any of its
subsidiaries or ceases to be a non-employee director of the Company, in either case
due to Retirement (as defined in the Plan), death or Disability (as defined in the
Plan) prior to the end of the Restriction Period, a pro rata number of shares of the
Restricted Stock shall remain eligible for vesting at the end of the Restriction
Period, such pro rata number to be measured by the number of days in the period
commencing with the date of this grant and ending on the date of Retirement, death
or Disability as compared to the number of days in the period commencing with the
date of this grant and ending on the last day of the Restriction Period, with any
fractional share rounded down to the nearest whole number. The provisions of this
Agreement, including those provisions relating to vesting only upon attainment of
the Performance Targets at the end of the Restriction Period, shall continue to
apply to such pro rata number of shares. The balance of Restricted Stock granted
pursuant to this Agreement and not subject to pro rata eligibility pursuant to this
Section 5 shall be forfeited without compensation or other consideration.

	 
	 	(b)	 	Change in Control.

	 
	 	 	 	Upon a Change in Control (as defined in the Plan) of the Company prior to the end of
the Restriction Period, vesting of the Restricted Stock subject to this Agreement
shall be accelerated in accordance with the provisions of Section 8 of the Plan,
assuming the Participant is employed by the Company or any of its subsidiaries or is
a non-employee director of the Company at the time of such Change in Control.






Notwithstanding the foregoing to the contrary, Award II shall only vest at the conclusion of
the Performance Period. Upon a Participant’s Termination of Employment (as defined in the Plan)
for reasons other than for Retirement (as defined in the Plan), death or Disability (as defined in
the Plan), the Participant shall forfeit to the Company, without compensation or any other
consideration, all Restricted Stock that is granted pursuant to this Agreement.




6. Adjustment of Restricted Stock.



On any change in the number or kind of outstanding common shares of the Company by reason of a
recapitalization, merger, consolidation, reorganization, separation, liquidation, share split,
share dividend, combination of shares or any other change in the corporate structure or Common
Shares of the Company, the Company, by action of the Committee, is empowered to
make such adjustment, if any, in the number and kind of shares of Restricted Stock subject to
this Agreement as it considers appropriate for the protection of the Company and of the
Participant.


 


 









 






7. Tax Provision.



No later than the date as of which an amount first becomes includible in the gross income of a
Participant for federal, state, local or foreign income or employment or other tax purposes with
respect to the Restricted Stock, such Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless otherwise determined
by the Company, withholding obligations may be settled with Common Stock, including Common Stock
that is part of the Restricted Stock that gives rise to the withholding requirement, having a Fair
Market Value (as defined in the Plan) on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes. The obligations of the Company shall be conditional on
such payment or arrangements, and the Company shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to such Participant. The Committee may
establish such procedures as it deems appropriate, including making irrevocable elections, for the
settlement of withholding obligations with Common Stock.




8. Special Incentive Compensation.



The Participant agrees that the award of the Restricted Stock under the Agreement is special
incentive compensation and that it, as well as any dividends paid thereon (even if treated as
compensation for tax purposes) and any other property received on account of such Restricted Stock
will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount
of any payment under any pension, retirement or profit-sharing plan of the Company or any life
insurance, disability or other benefit plan of the Company.




9. Compensation Committee Certification.



Notwithstanding any other provision of this Agreement to the contrary, no portion of Award II
shall vest or be paid until the Committee has certified that the respective Performance Goals as
well as any other material terms of the Plan and this Agreement have been satisfied. To the extent
that the foregoing requirement is not satisfied, no portion of Award II shall vest or be paid.
Notwithstanding the foregoing to the contrary, the Committee does not intend this Agreement and the
award of Restricted Stock hereby to constitute a Qualified Performance-Based Award (as such term is
defined under the Plan).




10. Relationship to the Plan.



This Agreement is subject to the terms of the Plan and any related administrative policies or
procedures adopted by the Company. If there is any inconsistency between this Agreement and the
Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in
that order, shall govern.


 


 









 






11. No Effect on Employment Relationship.



Neither this Agreement, nor the Plan, shall constitute a contract of employment, and shall not
confer upon any employee any right to continued employment or service, nor shall it interfere in
any way with the right of the Company or any Subsidiary to terminate the employment of any employee
or service of any independent contractor, at any time.




12. Transferability; Binding Effect.



The rights of the Participant under this Agreement shall not be transferable except, in the
event of death, by will or by the laws of descent and distribution. Subject to the provisions of
the Plan, this Agreement shall inure to the benefit of and be binding upon the Participant and the
Company and their respective heirs, legal representatives, successors and assigns.




13. Amendment.



No amendment, modification, waiver or release of or under this Agreement will be effective
unless evidenced by an instrument in writing signed by each of the Company and the Participant.




14. Governing Law.



The Plan, this Agreement and all awards made and actions taken hereunder shall be governed by
and construed in accordance with federal law and the laws of the State of Ohio, without reference
to principles of conflict of laws. The captions herein are not part of the provisions hereof and
shall have no force or effect.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	Preformed Line Products Company

	 	 	 	Participant	 	 
	 
	 	 	 	 	 	 
	 

By:

	 	 
	 	 

By:
	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	Title:

	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 
	 

Date: