Form of Restricted Stock Award Agreement



 Exhibit 10.2 
  
 RESTRICTED STOCK AWARD AGREEMENT 
  
 PECO II, Inc. 
 1376 State Route 598 

Galion, Ohio 44833 
 (419) 468-7600 

  
 Employee Name and Address: 
  
  
  
 Number of Restricted Shares Subject to Award: 
  
 Date of Award Grant: 

  
 PECO II, Inc., an Ohio corporation (the “Company”), hereby grants to the individual whose name appears above (the “Employee”) a
Restricted Stock Award (the “Award”) of that number of shares of its Common Stock, without par value (the “Restricted Shares”), set forth above, subject to all of the terms and conditions set forth in this Restricted Stock Award
Agreement (this “Agreement”) and the Company’s 2000 Performance Plan, as amended (the “Plan”). All terms and conditions set forth in Annex I hereto and the Plan are deemed to be incorporated herein in their entirety.
Undefined capitalized terms used in this Agreement shall have the meanings set forth in the Plan. 
  
 1. Vesting Provisions. 
  
 (a) Provided that the Employee is employed by the Company on such date, the Employee’s Restricted Shares will be issued (subject to tax withholding)
and become vested
                                        
                                        
                . 
  
 (b) In the event of the Employee’s termination of employment with the Company for any reason before all of the Employee’s Restricted Shares have
become vested under this Award, the Employee’s Restricted Shares that have not been issued and have not vested shall be forfeited on the effective date of the termination of employment; provided, however, in the event of the
Employee’s                                     
                                        
               , all of the Restricted Shares subject to this Agreement shall vest in full. 
  
 (c) The Compensation Committee will have the right to determine, in its sole discretion, how an Employee’s leave of
absence will affect the terms of this Award, including the vesting and issuance of Restricted Shares hereunder. 
  
 (d) In the event of a Change in Control, all of the Restricted Shares subject to this Agreement shall vest in full. 
  
 (e) The Company will not have any further obligations to the Employee under
this Award if the Employee’s Restricted Shares are forfeited as provided herein. 
  

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 2. General 
  
 By signing below, you agree that this award is governed by this Agreement and by the terms and conditions contained in the
Plan, as amended from time to time and incorporated into this Agreement by reference. A copy of the Plan is available upon request by contacting the Human Resources Department at the Company’s executive offices. 
  
 PECO II, Inc. 
  

					
	 By:
	 	  

	  	  


			
	 Name:
	 	  

	  	Date                                      
  
			
	 Its:
	 	  

	  	 
		
	 Employee
	  	 
	  
  

	  	  


		
	             Employee Signature
	  	Date                                      
  

  

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 ANNEX I TO RESTRICTED STOCK AWARD AGREEMENT 
  
 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD 
  
 1. Issuance of Restricted Stock. The Company, or its transfer agent,
will issue and deliver the vested portion of the Restricted Shares to the Employee as soon as practicable after the Restricted Shares become vested, subject to payment of the applicable withholding tax liability as set forth below. If the Employee
dies before the Company has distributed any portion of the vested Restricted Shares, the Company will transfer any vested Restricted Shares in accordance with the Employee’s will or, if the Employee did not have a will, the vested Restricted
Shares will be distributed in accordance with the laws of descent and distribution. 
  
 2. Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate representing Restricted Stock shall be delivered unless and until Employee shall have delivered to the Company or
its designated Affiliate, the full amount of any federal, state or local income and other withholding taxes. The Company is permitted to withhold a number of shares of Restricted Stock equal in value to Employee’s withholding obligations and to
pay this amount to the Internal Revenue Service on Employee’s behalf. 
  
 3. Non-transferability of Award. Until the Restricted Shares have vested as set forth on page 1 of this Agreement, the Restricted Shares granted herein and the rights and privileges conferred hereby may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of such award, or of any right or privilege conferred
hereby, contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred hereby, such award and the rights and privileges conferred
hereby shall immediately become null and void. 
  
 4.
Conditions to Issuance of Shares. The shares of stock deliverable to the Employee may be either previously authorized but unissued shares or issued shares, which have been reacquired by the Company. The Company shall not be required to issue
any certificate or certificates for shares of stock hereunder prior to fulfillment of all of the following conditions: (a) the admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion
of any registration or other qualification of such shares under any State or Federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Compensation Committee of the
Company’s Board of Directors (the “Compensation Committee”) shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any State or Federal governmental agency, which the
Compensation Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Shares as the Compensation Committee may establish
from time to time for reasons of administrative convenience. 
  
 5. No Rights as Stockholder. Until the Restricted Shares have vested and have been issued, Employee shall not have any rights of a stockholder of the Company with respect to the Restricted Shares, including any right to vote such
Restricted Shares or to receive dividends and distributions on such Restricted Shares. 
  

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 6. Plan Governs. This Agreement and the rights of Employee hereunder are subject to all the terms
and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. 
  
 7. No Right to Continued Employment. The Employee understands and agrees that this Agreement does not impact in any
way the right of the Company, or any Affiliate of the Company employing the Executive, to terminate the employment of Employee at any time for any reason whatsoever, with or without cause. 
  
 8. Addresses for Notices. Any notice to be given to the Company under
the terms of this Agreement shall be addressed to the Company, in care of the Nominating and Compensation Committee, at PECO II, Inc., 1376 State Route 598, Galion, Ohio 44833, or at such other address as the Company may hereafter designate in
writing. Any notice to be given to the Employee shall be addressed to the Employee at the address set forth on page 1 of this Agreement, or at such other address for the Employee maintained on the books and records of the Company. 
  
 9. Captions. Captions provided herein are for convenience only and are
not to serve as a basis for interpretation or construction of this Agreement. 
  
 10. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this Notice and Agreement. 
  

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