TO THE PER SHARE DIVIDEND AMOUNT MULTIPLIED
BY [
]; AND
B.
IF, AT ANY TIME BETWEEN THE DATE OF THIS AGREEMENT AND APRIL 30,
2011, THE COMPANY DECLARES AND PAYS A CASH DIVIDEND ON ITS COMMON STOCK, THE
GRANTEE WILL BE PAID AN AMOUNT EQUAL TO THE PER SHARE DIVIDEND AMOUNT MULTIPLIED
BY [
].
4.
TERMINATION OF EMPLOYMENT. IN THE EVENT GRANTEE'S EMPLOYMENT WITH
THE COMPANY IS TERMINATED FOR ANY REASON WHATSOEVER, THE GRANTEE SHALL NOT BE
ENTITLED TO THE PAYMENT OF ANY BONUS AMOUNTS UNDER SECTION 3 ABOVE FOLLOWING THE
DATE OF SUCH TERMINATION.
5.
CONSTRUCTION.
THE CONSTRUCTION AND OPERATION OF THIS AGREEMENT
IS 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 AGREEMENT TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION,
AND ANY LITIGATION ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN THE CIRCUIT
COURT OF THE STATE OF ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DIVISION OF THE NORTHERN DISTRICT OF ILLINOIS.
6.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED AT ANY TIME BY WRITTEN
AGREEMENT BETWEEN THE COMPANY AND GRANTEE.
7.
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.
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8.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES AND CANCELS ALL
PRIOR WRITTEN OR ORAL AGREEMENTS AND UNDERSTANDINGS RELATING TO THE TERMS OF
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE RSA AGREEMENTS AND THE TANDEM
CASH AGREEMENTS.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
GRANTEE
METHODE ELECTRONICS, INC.
By:
Paul G. Shelton
Its:
Chairman, Compensation Committee
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