exv10w1



 






EXHIBIT 10.1




2002 STOCK INCENTIVE PLAN




OF

AMETEK, INC.




RESTRICTED STOCK AGREEMENT




(AMENDED AND RESTATED, JUNE 17, 2005)




     RESTRICTED STOCK AGREEMENT (“Agreement”), made as of April 27, 2005, by and between AMETEK,
Inc., a Delaware corporation (the “Company”), and Frank S. Hermance (the “Recipient”).



W I T N E S S E T H :




     WHEREAS, the Company has adopted the 2002 Stock Incentive Plan of AMETEK, Inc. (the “Stock
Incentive Plan”), pursuant to which the Compensation Committee of the Board of Directors of the
Company (the “Committee”) may, inter alia, award shares of the Company’s common
stock, par value $0.01 per share (“Shares”), to such key employees of the Company as the Committee
may determine, and subject to such terms, conditions and restrictions as the Committee may deem
advisable;



     WHEREAS, the Company and the Recipient are parties to a Termination and Change of Control
Agreement, dated as of May 18, 2004, as it may be amended from time to time (the “Termination
Agreement”); and



     WHEREAS, pursuant to the Stock Incentive Plan, the Committee has awarded to the Recipient a
restricted stock award covering 350,000 shares (the “Award”), subject to the terms, conditions and
restrictions set forth in the Stock Incentive Plan and the Termination Agreement and



	 	 	 
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     WHEREAS, the Award was evidenced by a Restricted Stock Agreement made as of April 27, 2005, by
and between the Company and the Recipient (the “Initial Restricted Stock Agreement”): and



     WHEREAS, the Company and the Recipient mutually desire to amend and restate the Initial
Restricted Stock Agreement, by deleting the provision for pro rata vesting in the event of the
Recipient’s retirement prior to the sixth anniversary of the “Award Date” (as hereinafter defined),
in order to reflect the intent of the Committee;



     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:



     FIRST: Pursuant to the Stock Incentive Plan, the Recipient has been awarded on April
27, 2005 (the “Award Date”), a restricted stock award with respect to 350,000 Shares (the
“Restricted Stock Award”, and such Shares, the “Restricted Shares”), subject to the terms,
conditions and restrictions set forth in the Stock Incentive Plan, the Termination Agreement and in
this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the same
meanings as defined in the Stock Incentive Plan.



     SECOND: The purchase price for the Restricted Shares shall be $0.01 per Share, such
amount to be withheld from the Recipient’s pay, no later than 60 days after the Award Date.



     THIRD: The Restricted Shares shall become nonforfeitable on the earliest to occur of:




	 	(a)	 	the sixth anniversary of the Award Date if the
Recipient is in the continuous employ of the Company (or any successor
or Affiliate of the Company) through such sixth anniversary date;





	 	 	 
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	 	(b)	 	the death or disability (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) of the
Recipient;
	 
	 	(c)	 	the Recipient’s termination of employment by
the Company (or any successor or affiliate) without “Cause” (as defined
in the Termination Agreement) or by the Recipient for “Good Reason” (as
defined in the Termination Agreement);
	 
	 	(d)	 	a “Change of Control” (as defined in the
Termination Agreement); or
	 
	 	(e)	 	the fair market value of a Share equaling or
exceeding a target price (the “Target Price”) of 200% of the closing
price of a Share on the Award Date on the New York Stock Exchange, on
each of five consecutive trading days occurring during the period
beginning on the day after the Award Date and ending on the sixth
anniversary of the Award Date. For purposes hereof, notwithstanding
any other provision of the Stock Incentive Plan, the fair market value
of a Share on any given day shall be the closing price on that day on
the stock exchange or market on which the Shares are primarily traded.




Except to the extent, if any, that the Restricted Shares shall have become nonforfeitable pursuant
to the foregoing provisions of this paragraph THIRD, if the Recipient shall voluntarily or
involuntarily leave the employ of the Company and its Affiliates prior to the sixth anniversary of
the Award Date, the Restricted Shares (and any dividends, distributions and adjustments retained by
the Company with respect thereto) shall be forfeited and the consideration paid pursuant to
paragraph SECOND of this Agreement shall be returned to the Recipient.




     FOURTH: Restrictions shall be imposed on a transfer of the Restricted Shares, and the
Company shall place a stop order with the transfer agent against any transfer of such Shares and
shall retain the stock certificate representing such Shares, until such time as the Restricted
Shares shall become nonforfeitable in accordance with Paragraph THIRD. Prior to the lapse of the
restrictions on the transferability of the Restricted Shares, the Recipient shall have all other
rights and privileges of a beneficial and record owner with respect to such Shares, including,



	 	 	 
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without limitation, voting rights and the right to receive dividends, distributions and
adjustments with respect to such Shares; provided, however, that any dividends, distributions and
adjustments with respect to the Restricted Shares, plus interest credited on any such dividends,
shall be retained by the Company for the Recipient’s account and for delivery to the Recipient,
together with the stock certificate representing such Shares, only as and when such Restricted
Shares have become nonforfeitable. For purposes of this paragraph FOURTH, interest shall be
credited from the date a dividend with respect to the Restricted Shares is made to the date on
which the Company distributes such amounts to the Recipient, at the five-year Treasury Note rate,
plus 0.5%, as such rate is set forth in the Wall Street Journal as of the first business day of
each calendar quarter.




     FIFTH: If prior to the expiration or lapse of all of the restrictions and conditions
on the Restricted Shares under this Agreement, there shall be declared and paid a stock dividend
upon the Restricted Shares or if the Restricted Shares shall be split up, converted, exchanged,
reclassified or in any way substituted for, the Recipient shall receive, subject to the same
restrictions and conditions as the original Restricted Shares subject to this Agreement, the same
securities or other property as are received by the holders of the Company’s Shares pursuant to
such stock dividend, split up, conversion, exchange, reclassification or substitution. If the
Recipient receives any securities or property of the Company (or any acquiring entity) pursuant to
this Paragraph FIFTH, such securities or other property shall thereafter be deemed to be “Shares”
and “Restricted Shares” within the meaning of this Agreement. In the event of any transaction to
which this Paragraph FIFTH applies (other than a stock dividend), the Committee (or the Company, if
the Committee no longer exists) shall adjust the Target Price in Paragraph THIRD, subparagraph (d),
to take into account the effect of the transaction.



	 	 	 
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     SIXTH: If, with respect to the Restricted Shares (and any dividends, distributions and
adjustments to such Shares), the Company (or any successor or Affiliate) shall be required to
withhold amounts under applicable federal, state or local tax laws, rules or regulations, the
Recipient shall be permitted to elect to (i) have the Company (or successor or Affiliate) deduct
and withhold such amounts from any cash payment to be made by the Company (or successor or
Affiliate) to the Recipient (whether or not under this Agreement) or to such other person with
respect to whom such withholding may arise; (ii) make payment in cash to the Company (or successor
or Affiliate) in such amount as is required to be withheld, (iii) have the Company withhold such
number of Restricted Shares as shall have a Fair Market Value, valued on the date on which such
withholding requirement arises, equal to the amount required to be withheld, or (iv) deliver to the
Company Mature Shares already owned by the Recipient and having a Fair Market Value, valued on the
date on which such withholding requirement arises, equal to the amount required to be withheld.
Any such election shall be made within five (5) business days after the Restricted Shares shall
become nonforfeitable pursuant to such procedures as are established by the Company for this
purpose. If the Recipient fails to make any such election within such five (5) business days or
the Recipient fails to satisfy its withholding obligations within thirty (30) days after the
Restricted Shares shall become nonforfeitable, the Company shall satisfy its withholding
obligations by withholding the number of Restricted Shares as described in, and determined pursuant
to, clause (iii) above, which Restricted Shares shall be liquidated by the Company in order for the
Company to satisfy its withholding obligations. Pending the election and payment by the Recipient
of the withholding obligations, the Recipient hereby grants to the Company a security interest in a
number of Restricted Shares having a Fair



	 	 	 
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Market Value, valued on the date on which such withholding requirement arises, equal to the
amount required to be withheld.




     SEVENTH: The Company and the Recipient each hereby agrees to be bound by the terms and
conditions set forth in the Stock Incentive Plan.



     EIGHTH: Any notices or other communications given in connection with this Agreement
shall be sent either by registered or certified mail, return receipt requested, or by overnight
mail, or by facsimile, to the indicated address or number as follows:



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	If to the Company:
	 	AMETEK, Inc.

37 North Valley Road — Building 4

P.O. Box 1764

Paoli, PA 19301

Facsimile: 610-296-3412

Attention: Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	If to the Recipient:
	 	Frank S. Hermance

1300 Meadow Lane

Berwyn, PA 19312

Facsimile: 610-651-5969	 	 





or to such changed address or number as to which either party has given notice to the other party
in accordance with this Paragraph EIGHTH. All notices shall be deemed given when so mailed, or if
sent by facsimile, when electronic confirmation of the transmission is received, except that a
notice of change of address shall be deemed given when received.




     NINTH: This Agreement, the applicable provisions of the Termination Agreement
(including but not limited to Section 4 thereof) and the Stock Incentive Plan constitute the whole
agreement between the parties hereto with respect to the Restricted Stock Award.



     TENTH: This Agreement shall not be construed as creating any contract of employment
between the Company and the Recipient.



	 	 	 
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     ELEVENTH: This Agreement shall inure to the benefit of, and be binding on, the Company
and its successors and assigns, and shall inure to the benefit of, and be binding on, the Recipient
and his heirs, executors, administrators and legal representatives. This Agreement shall not be
assignable by the Recipient.



     TWELFTH: Except as required by Delaware corporate law, this Agreement shall be subject
to and construed in accordance with, the laws of the State of New York without giving effect to
principles of conflicts of law.



     THIRTEENTH: This Agreement supersedes the Initial Restricted Stock Agreement in its
entirety.



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



	 	 	 
	AMETEK, INC.
	 	 
	 
	 	 
	By:
/s/ Henry J.
Policare           
 


	 	 
	Henry J. Policare

Assistant Secretary

Dated: June 17, 2005
	 	 






	 	 	 	 	 
	 	Recipient

 	 
	 	/s/ Frank S. Hermance
 	 
	 	Frank S. Hermance 	 
	 	 	 
	 



	 	 	 
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