exv10w20



 





Exhibit 10.20




METHODE ELECTRONICS, INC.

RESTRICTED STOCK AWARD AGREEMENT

(EXECUTIVE AWARD / CLIFF VESTING)




     This agreement (the “Award Agreement”) dated as of June 18, 2004 (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)	 	The Restricted Shares granted hereunder will become one
hundred percent (100%) vested on April 29, 2007 if the Grantee
continues to be employed by the Company (or a Subsidiary or
Affiliate thereof) on such date.
	 
	(b)	 	Notwithstanding the vesting date set forth in Section 6(a),
Restricted Shares granted hereunder shall become fully vested if the
Grantee’s employment with the Company and all of its Subsidiaries
and Affiliates is terminated 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.
	 
	(c)	 	Notwithstanding the schedule set forth in Section 6(a),
Restricted Shares granted hereunder shall become fully vested upon
the occurrence of a Change of Control, as that term is defined in
the Plan, provided that the Grantee is an employee of the Company
(or a Subsidiary thereof) on the date of the Change of Control.
This Section 6(c) supercedes Section 11.03 of the Plan.





     7. Forfeiture.




	(a)	 	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, (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






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	 	 	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.
	 
	(b)	 	Right of Set-off. If the Grantee owes the Company any amount by
virtue of Section 7(a) 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, the Grantee consents to a deduction of any amount the
Grantee may owe the Company by virtue of Section 7(a) above from any
amounts the Company (or any Subsidiary or Affiliate) owes or may owe the
Grantee from time 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.
	 
	(c)	 	Committee Discretion. The Committee may release the Grantee
from the obligations under Section 7(a) 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.



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     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 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:


Its:
	 	


Douglas A. Koman

Vice President, Corporate Finance and

Chief Financial Officer








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