Exhibit 10.3


 


METHODE ELECTRONICS, INC.


2010 STOCK PLAN


 


NON-QUALIFIED STOCK OPTION


FORM AWARD AGREEMENT


 


	
  Award
  Date:

  	
   

  
	
   

  	
   

  
	
  Name
  of Optionee:

  	
   

  
	
   

  	
   

  
	
  Number
  of Shares:

  	
                              shares
  of Common Stock

  
	
   

  	
   

  
	
  Exercise Price Per Share:

  	
  $               per share, the Fair Market Value of the shares as of the Award Date as
  determined in accordance with the Methode Electronics, Inc. 2010 Stock
  Plan (the “Plan”)

  
	
   

  	
   

  
	
  Expiration
  Date:

  	
  ten
  years from the Award Date, or such earlier date as provided in Section 7.01
  of the Plan

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
  one-third upon each of the first, second and third annual
  anniversaries of the Award Date, subject to acceleration in certain events as
  provided in Section 13 of the Plan

  



 


Methode
Electronics, Inc. (the “Company”) hereby awards to the Optionee (the “Optionee”)
an option (the “Option”) to purchase from the Company, for the exercise price
per share set forth above, the number of shares of Common Stock (the “Stock”)
of the Company set forth above pursuant to the terms of this award agreement
(the “Award Agreement”) and the terms of the Plan.  This Option is not intended to be, and shall
not be treated as, an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).  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.


 


The
terms and conditions of the Option granted hereby, to the extent not controlled
by the terms and conditions contained in the Plan, are as follows:


 


1.             No Right to
Continued Employee
Status.  Nothing contained in this Award
Agreement shall confer upon Optionee the right to the continuation of his or
her Employee status or services
to the Company, or to interfere with the right of the Company or its
Subsidiaries or Affiliates to terminate such employment or service.


 


2.             Vesting of
Option.  Except as provided in Section 3
below, the Option shall vest in accordance with the Vesting Schedule set forth
above, subject to the Grantee’s continued employment with, or service to, the
Company or its Subsidiaries or Affiliates.


 


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3.             Termination Pending
a Change in Control.  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 in Control, and the effective time of such merger or
other business combination of the Company then the Options 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.


 


4.             Exercise.  This Option shall be
exercised by delivery to the Company of (i) written notice of exercise
stating the number of shares being purchased (in whole shares only) and such
other information set forth on the form of Notice of Exercise attached to this
Agreement as Exhibit A, and (ii) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Compensation Committee consistent with the Plan),
plus any applicable withholding taxes. 
In the alternative, the Grantee may notify the Company that it intends
to undertake a cashless exercise or 
request that the shares be netted to cover the Exercise Price and any
required withholding.


 


5.             No Rights as
Shareholder.  Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
exercise of this Option until the effective date of issuance of the Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date of exercise.


 


6.             Taxation Upon
Exercise of Option.  Optionee
understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by
which the Fair Market Value of the Shares, determined as of the date of
exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
shall constitute an agreement by Optionee to report such income in accordance
with then applicable law and to cooperate with Company in establishing the
amount of such income and corresponding deduction to the Company for its income
tax purposes. Withholding for Federal or state income and employment tax
purposes will be made, if and as required by law, from Optionee’s then current
compensation, or, if such current compensation is insufficient to satisfy
withholding tax liability, the Company may require Optionee to make a cash
payment to cover the liability as a condition of the exercise of this Option.


 


7.             Notices.  Any notice required to be
given pursuant to this Option or the Plan shall be in writing and shall be
deemed to be delivered upon receipt or, in the case of notices by the Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed
to Optionee at the address last provided by Optionee for his or her employee
records.


 


8.             Dispute Resolution.  The parties initially shall attempt to
resolve by direct negotiation any dispute, controversy or claim arising out of
or relating to this Option 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



 


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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.


 


9.             Section 409A
Compliance.  It is the
intention of the Company and the Grantee that the Options and other benefits
awarded under this Option Agreement shall not impose any additional taxes,
interest or penalties on the Grantee with respect to such awards under Section 409A
of the Code and its implementing regulations (“Section 409A”).  In the event that the Company or the Grantee
reasonably determines that any award under this Option Agreement may be subject
to Section 409A, the Company and Grantee shall work together to adopt such
amendments to this Option Agreement or adopt other policies or procedures
(including amendments, policies and procedures with retroactive effective), or
take any other commercially reasonable actions necessary or appropriate to (i) exempt
the award under this Award Agreement from Section 409A, or (ii) comply
with the requirements of Section 409A.


 


10.          Agreement Subject to
Plan; Applicable Law.  This Option is
made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of the Plan is attached hereto. Any provision of this Award Agreement
inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Award Agreement shall be governed by the
laws of the State of Illinois and subject to the exclusive jurisdiction of the
courts therein.  Unless otherwise
provided herein, capitalized terms used herein that are defined in the Plan and
not defined herein shall have the meanings set forth in the Plan.


 


11.          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 Option 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 Optionee, as the same may be amended from time to time.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Award
Agreement as of the date first above written.


 


Methode Electronics, Inc.


 


	
   

  	
   

  	
   

  
	
  By:

  	
  Paul G. Shelton

  	
   

  
	
   

  	
  Chairman, Compensation Committee

  	
   

  



 


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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 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.


 


Optionee:


 


 


	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  SSN#

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Phone:

  	
   

  



 


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