exv10w2



 





Exhibit 10.2




METHODE ELECTRONICS, INC.

AMENDED AND RESTATED

RESTRICTED STOCK UNIT AWARD AGREEMENT

(EXECUTIVE AWARD / PERFORMANCE-BASED)




     This agreement (the “Award Agreement”) effective as of June 15, 2005 (the “Award Date”), is
entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and
Donald W. Duda (the “Grantee”). This Award Agreement amends and restates the Restricted Stock
Award Agreement by and between the Company and the Grantee dated June 15, 2005 (the “Predecessor
Agreement”). As of the date this Award Agreement is accepted by both parties, the Predecessor
Agreement will be void and otherwise superseded by this Award Agreement, and the Grantee will
return any Restricted Stock awarded to him under the Predecessor Agreement. All capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to them by the Methode
Electronics, Inc. 2004 Stock Plan (the “Plan”).



     1. General. This Award Agreement and the Restricted Stock Units awarded herein are
subject to all of the provisions of the Plan applicable to Restricted Stock Units. Unless
otherwise provided herein, the Plan provisions are incorporated by reference and made a part hereof
to the same extent as if set forth in their entirety herein. 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 125,000 Restricted Stock
Units (the “Restricted Stock Units”), subject to the restrictions set forth in Section 3 hereof and
the Plan.



     3. Restrictions.




	 	(a)	 	None of the Restricted Stock Units may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of.
	 
	 	(b)	 	Any Restricted Stock Units 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 Stock Units that are not vested may be forfeited to the Company
in accordance with Section 7 of this Award Agreement.





     4. Payment for Restricted Stock Units.




	 	(a)	 	The Company will pay one share of Common Stock to the Grantee for each vested
Restricted Stock Unit upon the earlier of the following events, but in no case earlier
than the date the Award becomes vested under Section 6:






	 	(i)	 	thirty (30) days after the Grantee’s date of termination of
employment with the Company and all of the Company’s Subsidiaries and
Affiliates; or
	 
	 	(ii)	 	the last day of the Company’s fiscal year in which the payment
of




 









 






	 	 	 	Common Stock in satisfaction of the Restricted Stock Units becomes
deductible to the Company under Section 162(m) of the Code, in which case
the Company may pay out a portion of the Restricted Stock Unit Award if
payment of the entire Award would not be deductible to the Company and the
remaining portion of the Award shall be paid when, and to the extent, the
payment becomes deductible. If the Grantee has other outstanding vested
awards that are conditioned on payment being deductible to the Company, the
vested awards that do not have performance-based criteria shall be paid
first and in the order they were first granted.






	 	(b)	 	Notwithstanding the foregoing, in the event that the Grantee is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, any payment under
this Award Agreement shall be delayed until the earlier of (i) six months after the
Grantee’s separation from service with the Company and (ii) the Grantee’s death, if
such a delay is necessary to avoid the imposition of additional tax and interest on the
Grantee under Section 409A(a)(1)(B) of the Code.





     5. Rights as Stockholder. The Grantee shall have no rights as a stockholder with
respect to any Restricted Stock Units. The Grantee will only have stockholder rights after a stock
certificate is issued.



     6. Vesting.




	 	(a)	 	Vesting Date. The determination as to the number of Restricted Stock
Units which shall vest pursuant to Section 6(b) shall be made as of May 3, 2008 (the
“Vesting Date”), provided Grantee is employed by the Company (or a Subsidiary or
Affiliate thereof) continuously between the Award Date and the Vesting Date.






	 	(b)	 	Amount of Restricted Stock Units that Vest. Exhibit A sets
forth a table of percentages which vary based upon certain performance criteria of the
Company between the Award Date and the Vesting Date. Grantee shall vest in the
percentage of Restricted Stock Units granted to Grantee on the Award Date that
corresponds to the performance of the Company on the Vesting Date. The percentage used
to determine the amount of Grantee’s Restricted Stock Units that vest shall be
determined in the absolute discretion of the Committee. As set forth in Section 7(a),
the percentage of Restricted Stock Units not vested on the Vesting Date shall
be forfeited.
	 
	 	(c)	 	Termination of Employment Prior to the Vesting Date. Notwithstanding
the provisions of 6(a) and 6(b) herein, Restricted Stock Units granted hereunder shall
vest, in an amount determined according to the calculation 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




 









 






	 	 	 	of Control as defined in the Plan. For purposes of this Section 6(c), “Early
Termination Date” shall refer to the occurrence of one of the events set forth in
(i), (ii), (iii) and (iv), and “Change of Control Date” shall refer to the
occurrence of the event set forth in (v). For clarity, Exhibit B attached
hereto and incorporated herein sets forth an example in which the Restricted Stock
Units vest upon the Change of Control Date as described in Section 6(b)(v). If
Grantee’s employment terminates on the Early Termination Date or there is a Change
of Control, then Grantee’s Restricted Stock Units shall vest as of the Early
Termination Date or Change of Control Date, as follows: Grantee shall vest in the
percentage of Restricted Stock Units that, extrapolated from the performance growth
of the Company from the Award Date to the most recent prior fiscal quarter to the
Early Termination Date or the Change of Control Date, would have vested on the
Vesting Date, 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.
	 	(d)	 	Change of Control. In the event of a Change of Control, Section 6(c)
of this Award Agreement shall govern vesting hereunder, and Section 11.3 of the Plan
shall be inapplicable.





     7. Forfeiture.




	 	(a)	 	Forfeiture of Restricted Stock Units not Vested. As of the Vesting
Date, Grantee shall forfeit all Restricted Stock Units not vested pursuant to Section
6(b) or Section 6(c) hereof. By example, pursuant to Section 6(b), if Grantee vests in
65% of the Restricted Stock Units granted to Grantee on the Award Date, Grantee thereby
forfeits 35% of the Restricted Stock Units granted to Grantee on the Award Date.
	 
	 	(b)	 	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 employee of the Company, whether individually
or on 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 the unvested Restricted Stock Units shall be forfeited
to the Company effective as of the 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.
	 
	 	(c)	 	Right of Set-off. If the Grantee owes the Company any amount by virtue
of Section 7(b) 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 Stock Units and signing this Award Agreement in the space
provided below, the Grantee consents to a deduction of any amount the Grantee may
owe the Company by virtue of Section 7(b) 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.
	 	(d)	 	Committee Discretion. The Committee may release the Grantee from the
obligations under Section 7(b) 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.



     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 Stock Units 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




	 	 	 	 	 
	 	 	 
	/s/ Donald W. Duda
 	 
	Donald W. Duda 	 
	 	 
	 



METHODE ELECTRONICS, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Douglas A. Koman
 	 
	 	 	Douglas A. Koman 	 
	 	Its: 	Vice President, Corporate Finance and Chief Financial Officer