exv10w21



 





Exhibit 10.21




METHODE ELECTRONICS, INC.

RESTRICTED STOCK AWARD AGREEMENT

(EXECUTIVE AWARD / PERFORMANCE-BASED)




     This
agreement (the “Award Agreement”)
dated as of (the “Award Date”), is
entered into by and between Methode Electronics, Inc., a Delaware corporation
(the “Company”) and                (the “Grantee”). All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them by
the Methode Electronics, Inc. 2000 Stock Plan (the “Plan”).



     1. General. The shares of Restricted Stock granted under this Award
Agreement are granted as of                the Award Date pursuant to and subject to
all of the provisions of the Plan applicable to Restricted Stock granted
pursuant to Section 8 of the Plan, which provisions are, unless otherwise
provided herein, incorporated by reference and made a part hereof to the same
extent as if set forth in their entirety herein, and to such other terms
necessary or appropriate to the grant hereof having been made. A copy of the
Plan is on file in the offices of the Company.



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



     3. Restrictions.




	 	(a)	 	None of the Restricted Shares may be sold, transferred,
pledged, hypothecated or otherwise encumbered or disposed of until
they have vested in accordance with Section 6 of this Award
Agreement.
	 
	 	(b)	 	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.
	 
	 	(c)	 	Any Restricted Shares that are not vested may be forfeited to
the Company in accordance with Section 7 of this Award Agreement.





     4. Stock Certificates. Each 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.



 









 





     5. Rights as Stockholder. The Grantee shall have no rights as a
stockholder with respect to any Restricted Shares until a stock certificate for
the shares is issued in Grantee’s name. Once any such stock certificate is
issued in Grantee’s name, the Grantee shall be entitled to all rights
associated with ownership of the Restricted Shares, except that the Restricted
Shares will remain subject to the restrictions set forth in Section 3 hereof
and if any additional shares of Common Stock become issuable on the basis of
such Restricted Shares (e.g., a stock dividend), any such additional shares
shall be subject to the same restrictions as the shares of Restricted Shares to
which they relate.



     6. Vesting.




	 	(a)	 	Vesting Date. The determination as to the number of
Restricted Shares which shall vest pursuant to Section 6(b) shall be
made as of April 30, 2007 (the “Vesting Date”), provided Grantee is
employed by the Company (or a Subsidiary or Affiliate thereof)
continuously between the Award Date and the Vesting Date.
	 
	 	(b)	 	Amount of Restricted Shares that Vest. Exhibit A
(intentionally omitted) sets forth a table of percentages which vary
based upon certain performance criteria of the Company between the
Award Date and the Vesting Date. Grantee shall vest in the
percentage of Restricted Shares granted to Grantee on the Award Date
that corresponds to the performance of the Company on the Vesting
Date. The percentage used to determine the amount of Grantee’s
Restricted Shares that vest shall be determined in the absolute
discretion of the Committee. As set forth in Section 7(a), the
percentage of Restricted Shares not vested on the Vesting Date shall
be forfeited.
	 
	 	(c)	 	Termination of Employment Prior to the Vesting Date.
Notwithstanding the provisions of 6(a) and 6(b) herein, 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; (iv) death; or
(v) a Change in Control as defined in the Plan. For purposes of
this Section 6(c), “Early Termination Date” shall refer to the
occurrence of one of the events set forth in (i), (ii), (iii) and
(iv), and “Change in Control Date” shall refer to the occurrence of
the event set forth in (v). For clarity, Exhibit B attached hereto
(intentionally omitted) and incorporated herein sets forth an
example in which the Restricted Shares vest upon the Change in
Control Date as described in Section 6(b)(v). If Grantee’s
employment terminates on the Early Termination Date or there is a
Change in Control, then Grantee’s Restricted Shares shall vest as of
the Early Termination Date or Change in Control Date, as follows:
Grantee shall vest in the percentage of Restricted Shares that,
extrapolated from the performance growth of




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	 	 	 	the Company from the Award Date to the most recent prior fiscal
quarter to the Early Termination Date or the Change in Control
Date, would have vested on the Vesting Date, multiplied by a
fraction the numerator of which is the number of months elapsed
since May 1, 2004 (rounded up) and the denominator of which is 36.
	 
	 	(d)	 	Change in Control. In the event of a Change in Control,
Section 6(c) of this Award Agreement shall govern vesting hereunder,
and Section 11.3 of the Plan shall be inapplicable.





     7. Forfeiture.




	 	(a)	 	Forfeiture of Restricted Shares not Vested. As of the
Vesting Date, Grantee shall forfeit all Restricted Shares not vested
pursuant to Section 6(b) or Section 6(c) hereof. By example,
pursuant to Section 6(b), if Grantee vests in 65% of the Restricted
Shares granted to Grantee on the Award Date, Grantee thereby
forfeits 35% of the Restricted Shares granted to Grantee on the
Award Date.
	 
	 	(b)	 	Forfeiture if the Grantee Engages in Certain Activities. If
at any time the Grantee engages in any activity adverse, contrary or
harmful to the interests of the Company, including, but not limited
to: (i) conduct related to the Grantee’s employment for which either
criminal or civil penalties against the Grantee may be sought, (ii)
while employed by the Company or any Subsidiary or Affiliate,
serving as a consultant, advisor or in any other capacity to an
entity that is, or proposes to be, in competition with or acting
against the interests of the Company, (iii) employing or recruiting
any present, former or future employee of the Company, whether
individually or behalf of another person or entity, that is, or
proposes to be, in competition with or acting against the interests
of the Company, (iv) disclosing or misusing any confidential
information or material concerning the Company, or (v) participating
in a hostile takeover attempt, then (1) 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, or (2) if elected by the Company, the Grantee
shall immediately pay to the Company the Fair Market Value of the
unvested Restricted Shares.
	 
	 	(c)	 	Right of Set-off. If the Grantee owes the Company any amount
by virtue of Section 7(b) above, then the Company (or any Subsidiary
or Affiliate) may recover such amount by setting it off from any
amounts the Company (or any Subsidiary or Affiliate) owes or may owe
the Grantee from time to time. By accepting these Restricted Shares
and signing this Award Agreement in the space provided below, the
Grantee consents to a deduction of any amount the Grantee may owe
the Company by virtue of Section 7(b) above from any amounts the
Company (or any Subsidiary or Affiliate) owes or may owe the Grantee
from time




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	 	 	 	to time (including amounts owed to the Grantee as wages or other
compensation, fringe benefits, or vacation pay, as well as any
other amounts owed to the Grantee). Whether or not the Company
elects to make any set-off in whole or in part, if the Company does
not recover by means of set-off the full amount the Grantee owes
it, calculated as set forth above, the Grantee agrees to pay
immediately the unpaid balance to the Company.
	 
	 	(d)	 	Committee Discretion. The Committee may release the Grantee
from the obligations under Section 7(b) above if the Committee
determines in its sole discretion that such action is in the best
interest of the Company.





     8. Other Terms and Conditions. The Committee shall have the discretion to
determine such other terms and provisions hereof as stated in the Plan.



     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 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.



     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 Shares 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



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Subsidiary or Affiliate.



     14. No Retention Rights. Nothing herein contained shall confer on the
Grantee any right with respect to continuation of employment 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 of the
Grantee.



     15. Construction. This Award Agreement is subject to and shall be
construed in accordance with the Plan, the terms of which are explicitly made
applicable hereto. In the event of any conflict between the provisions hereof
and those of the Plan, the provisions of the Plan shall govern.



	 	 	 	 	 
	GRANTEE	 	METHODE ELECTRONICS, INC.
	 
	 	 	 	 
	
 

	 	By:
	 	

Douglas A. Koman
	

	 	Its:
	 	Vice President, Corporate Finance and Chief Financial Officer








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