exv10w22



 





Exhibit 10.22




METHODE ELECTRONICS, INC.

CASH AWARD AGREEMENT




     This agreement (the “Cash Award Agreement”) dated as of (the “Effective
Date”), is entered into by and between Methode Electronics, Inc., a Delaware
corporation (the “Company”) and                                  (the “Grantee”).



     1. General. The purpose of the Cash Award Agreement is to retain and
reward selected officers and to provide incentive for remaining with and
enhancing the performance of the Company over the long-term.



     2. Definitions.



     (a) “Affiliate” means any entity during any period that, in the opinion of
the Committee, the Company has a significant economic interest in the entity.



     (b) “Board” or “Board of Directors” means the board of directors of the
Company.



     (c) “Cause” shall mean any willful misconduct by the Grantee which affects
the business reputation of the Company or willful failure by the Grantee to
perform his or her material responsibilities to the Company (including, without
limitation, breach by the Grantee of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Grantee and the Company or any Affiliate or Subsidiary). The
Grantee shall be considered to have been discharged for “Cause” if the Company
determines, within 30 days after the Grantee’s resignation, that discharge for
Cause was warranted.



     (d) “Change of Control” shall be deemed to have occurred on the first to
occur of any of the following:




     (i) any “person” (as such term is used in Section 13(d) and 14(d)(2)
of the Exchange Act, other than any Subsidiary or any employee benefit
plan of the Company or a Subsidiary, is or becomes a beneficial owner,
directly or indirectly, of stock of the Company representing 25% or more
of the total voting power of the Company’s then outstanding stock;




     (ii) a tender offer (for which a filing has been made with the SEC
which purports to comply with the requirements of Section 14(d) of the
Exchange Act and the corresponding SEC rules) is made for the stock of
the Company. In case of a tender offer described in this paragraph (ii),
the “Change of Control” will be deemed to have occurred upon the first to
occur of (A) any time during the offer when the person (using the
definition in (i) above) making the offer owns or has accepted for
payment stock of the



 









 






Company with 25% or more of the total voting power of the Company’s
outstanding stock or (B) three business days before the offer is to
terminate unless the offer is withdrawn first, if the person making the
offer could own, by the terms of the offer plus any shares owned by this
person, stock with 50% or more of the total voting power of the Company’s
outstanding stock when the offer terminates; or




   (iii) individuals who were the Board’s nominees for election as
directors of the Company immediately prior to a meeting of the
shareholders of the Company involving a contest for the election of
directors shall not constitute a majority of the Board following the
election.



     (e) “Committee” means the Compensation Committee of the Board of
Directors.



     (f) “Common Stock” means the Common Stock of the Company.



     (g) “Company” means Methode Electronics, Inc., a Delaware corporation, and
any successor thereto.



     (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.



     (i) “Good Reason” shall mean any of the following:




     (i) any significant diminution in the Grantee’s title, authority, or
responsibilities from and after a Change of Control;




     (ii) any reduction in the base compensation payable to the Grantee
from and after a Change of Control; or




     (iii) the relocation after a Change of Control of the Company’s
place of business at which the Grantee is principally located to a
location that is greater than 50 miles from the site immediately prior to
the Change of Control.



     (j) “SEC” means the Securities and Exchange Commission.



     (k) “Subsidiary” means any entity during any period which the Company owns
or controls more than 50% of (i) the outstanding capital stock, or (ii) the
combined voting power of all classes of stock.



     3. Cash Award.



     (a) As of April 29, 2007, Company shall pay to Grantee a cash award (“Cash
Award”), which Cash Award shall be based upon a percentage (“Percentage”),
which varies according to the performance criteria set forth on Exhibit A
(intentionally omitted), which



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Percentage shall be determined in the sole and absolute discretion of the
Committee. The Cash Award shall be calculated according to the following
formula:




	 	 	 	 	 
	Cash Award

	 	=
	 	(Percentage) x (number of shares) x (April 30, 2007 Closing

Price of Common Stock of the Company)







Provided, however, that Grantee remains in the employ of Company, or one of its
Subsidiaries and Affiliates between the Effective Date and April 29, 2007.




The Cash Award shall be paid on or before June 30, 2007, less state and federal
tax and other legally required withholdings per year, payable in accordance
with the Company’s usual payroll procedures.




     (b) Notwithstanding the foregoing, the Cash Award, if any, shall be paid
to Grantee in an amount determined according to the calculations 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 2(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 Cash Award is paid to
Grantee upon the Change in Control Date as described in Section 3(b)(v). If
Grantee’s employment terminates on the Early Termination Date or there is a
Change in Control, then Grantee’s Cash Award, if any, shall be calculated,
pursuant to the method set forth in Section 2(a), as of the Early Termination
Date or Change in Control Date, as modified by the following: The percentage
shall be calculated extrapolating from the performance growth of the Company
from the Award Date to the most recent fiscal quarter ending prior to the Early
Termination Date or the Change in Control Date; then the product of the formula
under Section 3(a) (as modified herein) shall be 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 (the “Fraction”). The Cash Award shall
therefore be calculated as follows:



	 	 	 	 	 
	Cash Award

	 	=
	 	(Extrapolated Percentage) x (Number of Shares) x

(Closing Price of Common Stock of the Company as of Early Date or

Change in Control Date) x (Fraction)







In the event that a Cash Award is paid pursuant to this Section 2(b), for
purposes of determining the Cash Award pursuant to Section 2(a), the Closing
Price of Common Stock of the Company shall be determined as of the Early
Termination Date or the Change in Control Date. The percentage and
calculations set forth in this Section 2(b) shall be determined in the sole
discretion of the Committee.



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     4. 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 employ 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, (i) disclosing or misusing any confidential
information or material concerning the Company, or (v) participating in a
hostile takeover attempt, then Grantee shall forfeit the Cash Award.



     5. Other Terms and Conditions. The Committee shall have the discretion to
determine such other terms and provisions hereof.



     6. Adjustments to Reflect Changes in Capital Structure; Cashouts. In the
event of an extraordinary dividend or other distribution, merger,
reorganization, consolidation, combination, sale of assets, split up, exchange,
or spin off, or other extraordinary corporate transaction, the Committee may,
in such manner and to such extent (if any) as it deems appropriate and
equitable, make provision for a cash payment or for the substitution of the
Cash Award based upon the distribution or consideration payable to holders of
Common Stock upon or in respect of such event.



     7. Applicable Law. The validity, construction, interpretation and
enforceability of this Cash 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 Cash Award Agreement to the substantive law of another
jurisdiction, and any litigation arising out of this Cash 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.



     8. Severability. The provisions of this Cash 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.



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



     10. Binding Effect. The provisions of this Cash 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



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such estate and any receiver, trustee in bankruptcy or representative of
the creditors of the Grantee.




     11. 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.



	 	 	 	 	 
	GRANTEE	 	METHODE ELECTRONICS, INC.
	 
	 	 	 	 
	



	 	By:




Its:
	 	


Douglas A. Koman

Vice President, Corporate Finance and

Chief Financial Officer








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