ex10_3.htm


    Exhibit 10.3    

      CTS
CORPORATION

      RESTRICTED STOCK UNIT
AGREEMENT

      


      


      THIS
AGREEMENT is made as of the ____ day of ____, 20__ (the "Grant Date") between
CTS CORPORATION, an Indiana corporation (the "Company"), and [Grantee Name] (the
"Grantee").

      


      


          1.   Grant. Subject to the
terms set forth in this Agreement and in the Company's 2009 Omnibus Equity and
Performance Incentive Plan (the "Plan"), the Company hereby grants to the
Grantee [# of units] Restricted Stock Units (the “Award”).  Except as
expressly provided herein, capitalized terms used herein shall have the meaning
ascribed to such terms under the Plan.

       

      It is
intended that this Agreement and its administration comply with the provisions
of Section 409A of the Code.  Accordingly, notwithstanding any
provision in this Agreement or in the Plan to the contrary, this Agreement and
the Plan will be interpreted applied and, to the minimum extent necessary to
comply with Section 409A of the Code, amended, so that the Agreement does not
fail to meet, and is operated in accordance with, the requirements of paragraphs
(2), (3) and (4) of Section 409A(a) of the Code.  As used herein,
“Code” means the Internal Revenue Code of 1986 as amended from time to time, and
any interpretations thereof issued by the U.S. Treasury Department on which the
Company is permitted to rely.

       

           2.   Vesting and Settlement of
Restricted Stock Units.   The Award shall vest and become
non-forfeitable in installments equal to _________ percent (_____%) multiplied
by the initial number of Restricted Stock Units specified in Section 1 of this
Agreement on ________, 20__, ______________ percent (_____%) multiplied by the
initial number of Restricted Stock Units specified in Section 1 of this
Agreement on ________, 20__, and _______________ percent (_____%) multiplied by
the initial number of Restricted Stock Units specified in Section 1 of this
Agreement on ______, 20__. Each specified date shall be a "Vesting Date,"
provided that the Grantee remains in the continuous employ of the Company and is
an employee of the Company on the Vesting Date.

      


      Restricted
Stock Units shall be settled solely in cash.  The Company shall
distribute to the Grantee on each of the Vesting Dates or as soon thereafter as
practicable, but in no event later than March 15th of the
year following the year in which the applicable Vesting Date occurs (each such
date of distribution, a "Settlement Date"), an amount equal to the Fair Market
Value on the Vesting Date of one Share for each Restricted Stock Unit vesting as
of the Vesting Date. Amounts paid to the Grantee in settlement of Restricted
Stock Units shall be referred to herein as Settlement
Amounts.  Settlement Amounts shall be calculated in U.S. dollars.
Settlement Amounts may be paid in U.S. dollars or in the currency of the country
in which the Grantee resides by the Company or its Affiliate.  If
applicable, the exchange rate reported in the Wall Street Journal on the Vesting
Date will be the exchange rate used to convert Settlement Amounts from U.S.
dollars into another currency.  The Company’s obligations to the
Grantee with respect to vested Restricted Stock Units will be satisfied in full
upon the distribution of the Settlement Amount.  In no event may any
Settlement Date be accelerated except in accordance with Section 409A of the
Code.

      


      Notwithstanding anything to the
contrary in this Agreement, upon the first to occur of the following events, all
Restricted Stock Units granted hereunder shall vest and become nonforfeitable
and Settlement Amounts shall be distributed to the Grantee, estate, guardian or
designated beneficiary of the Grantee as the case may be, in the settlement of
Restricted Stock Units as soon as practicable, but in no event later than 30
days after the occurrence of such event, and such date(s) of distribution shall
be deemed to be the Settlement Date(s):

      


      (a)  Grantee’s
becoming disabled, as defined by Section 409A of the Code;

      


      (b)  Grantee’s
death; or

      


      (c)  A
change in ownership or effective control of the Company,  or in the
ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A of the Code.

      


      Unless the Committee determines
otherwise in its sole discretion, if the Grantee’s employment with the Company
terminates for any reason not specified above, all Restricted Stock Units
granted hereunder which have not vested as of the date of such termination of
employment shall be permanently forfeited on such termination date.

      


      3.    Tax
Withholding.  The Company shall have the right to deduct from
any compensation due the Grantee from the Company any federal, state, local or
foreign taxes required by the law of any jurisdiction to be withheld in
connection with the grant or vesting of any Restricted Stock Unit pursuant to
this Agreement provided that the amount withheld shall not exceed the legally
required minimum withholding.  To the extent that the amounts payable
to the Grantee are insufficient for such withholding, it shall be a condition to
the grant or vesting of the Restricted Stock Units that the Grantee shall pay
such taxes or make provisions that are satisfactory to the Company for the
payment thereof. No Settlement Amounts shall be transferred to the Grantee
hereunder until such time as all applicable withholding taxes have been
satisfied.

      


      4.    Rights Not
Conferred.  The Grantee shall have none of the rights of a
stockholder with respect to the Restricted Stock Units, including the right to
receive dividends or vote stock. The Grantee is further advised that until
distribution, the Company’s obligation will be merely that of an unfunded and
unsecured promise of the Company to deliver Settlement Amounts in the future,
and the rights of the Grantee will be no greater than that of an unsecured
general creditor.  No assets of the Company will be held as collateral
security for the obligations of the Company hereunder, and all assets of the
Company will be subject to the claims of the Company’s
creditors.  Nothing contained in the Plan or in this Agreement shall
confer upon the Grantee any right with respect to continued employment by the
Company or any subsidiary thereof or interfere in any way with the right of the
Company to terminate the employment of the Grantee at any time.

      


      5.    Agreement Not
Assignable.  This Agreement and the Restricted Stock Units
awarded hereunder are not transferable or assignable by the Grantee; provided
that no provision herein shall prevent the distribution of shares to the
Grantee’s estate or designated beneficiary, in the event of the Grantee’s
death.

      


      6.    Adjustments.  In
the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, reverse stock split, spin-off, combination, repurchase or
exchange of Shares or other securities of the Company, or corporate transaction
or event having an effect similar to the foregoing, the Committee shall adjust
the Award, as provided by the Plan.

      


      7.    Governing
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of Indiana.

      


      8.    Amendments.  Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto; provided, however, that no
amendment to the Plan or the Agreement shall adversely affect the value or
number of the Grantee’s Restricted Stock Units without the Grantee’s written
consent, except to the extent necessary to comply with the provisions of Section
409A of the Code.

      


      9.    Administration.  The
Committee shall have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation, and application of the
Plan as are consistent therewith and to interpret or revoke any such
rules.  All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Grantee, the Company
and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.

      


      10.  Effect on Other Employee
Benefit Plans.  The value of the Restricted Stock Units granted
pursuant to this Agreement shall not be included as compensation, earnings,
salary or other similar terms used when calculating the Grantee’s benefits under
any employee benefit plan sponsored by the Company or any subsidiary, except as
such plan otherwise expressly provides.  The Company expressly
reserves its rights to amend, modify, or terminate any of the Company’s employee
benefit plans.

      


      11.  Severability.  If
any provision of the Plan or this Agreement is, becomes, or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify the
Plan or award hereunder under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the determination of
the Committee, materially altering the purpose or intent of the Plan or award,
such provision shall be stricken as to such jurisdiction or award, and the
remainder of the Plan or Agreement shall be in full force and
effect.

      


      12.  Construction.  The
Restricted Stock Units granted hereunder are being issued pursuant to Section 10
of the Plan (“Restricted Stock Award”) and are subject to the terms of the
Plan.  A copy of the Plan has been given to the Grantee, and
additional copies of the Plan are available upon request during normal business
hours at the principal executive offices of the Company.  To the
extent that any provision of this Agreement violates or is inconsistent with an
express provision of the Plan, the Plan provision shall govern and any
inconsistent provision in this Agreement shall be of no force or
effect.

      


      13.  Data
Protection.  By signing below, the Grantee expressly consents
to the transfer and use of personal data by the Company and its agents in
connection with the administration of this Award.

      


      14.  Binding
Effect.  This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.

      


       

      _____________________________________

      Grantee:

      


       

      CTS
CORPORATION

       

      


      By:___________________________________

      James L.
Cummins

      Senior
Vice President Administration