Exhibit 10.30
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement is
entered into as of July 15, 2008, between Methode Electronics,
Inc., a Delaware corporation (the “Company”), and
Ronald L. G. Tsoumas (the “Executive”).
WITNESSETH :
WHEREAS, Executive is employed by the
Company or one of its wholly-owned subsidiaries (referred to
collectively as the “Company”) and the Company desires
to provide certain security to Executive in connection with any
potential change in control of the Company; and
NOW, THEREFORE, it is hereby agreed
by and between the parties, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, as
follows:
1. Payments and Benefits
Upon a Change in Control . If within twenty-four
(24) months after a Change in Control (as defined below) or
during the Period Pending a Change in Control (as defined below):
(i) the Company shall terminate Executive’s employment
with the Company without Good Cause (as defined below), or
(ii) Executive shall voluntarily terminate such employment
with Good Reason (as defined below), the Company shall, within
30 days of Executive’s Employment Termination (as
defined below), make the payments and provide the benefits
described below.
(a)
Salary Payment . The Company shall make a lump sum cash
payment to Executive equal to two times the Executive’s
Annual Salary (as defined below).
(b)
Bonuses . The Company shall make a lump sum cash payment to
Executive equal to the sum of the following amounts: (i) a
bonus equal to two times the lesser of: (a) the
Executive’s target bonus amount for the fiscal year in which
Executive’s Employment Termination occurs, or (b) the
bonus the Executive earned in the prior fiscal year (however, if
the Executive’s Employment Termination takes place in the
2007 fiscal year, this amount shall be the Executive’s target
bonus amount for 2007); provided, however, that if the target bonus
amount for the fiscal year has not yet been determined as of the
date of the Executive’s Employment Termination, then the
bonus amount payable hereunder shall be calculated based on the
Executive’s target bonus amount for the previous fiscal year,
regardless of whether such bonus was actually earned; plus
(ii) all of Executive’s unpaid, but accrued matching
bonus pursuant to the Longevity Contingent Bonus Plan. Payments
made pursuant to subsection (i) above shall not be subject to
matching pursuant to the Longevity Contingent Bonus Plan.
(c)
Welfare Benefit Plans . With respect to each Welfare Benefit
Plan (as defined below), for the period beginning on
Executive’s Employment Termination and ending on the earlier
of: (i) twenty-four (24) months following
Executive’s Employment Termination, or (ii) the date
Executive becomes covered by a welfare benefit plan or program
maintained by an entity other than the Company which provides
coverage or benefits substantially equivalent to such Welfare
Benefit Plan, Executive shall continue to participate in such
Welfare Benefit Plan on the same basis and at the same cost to
Executive as was the case immediately prior to the Change in
Control (or, if more favorable to Executive, as was the case at any
time hereafter), or, if any benefit or coverage cannot be provided
under a Welfare Benefit Plan because of applicable law or
contractual provisions, Executive shall be provided with
substantially similar benefits and coverage for such period.
Immediately following the expiration of the continuation period
required by the preceding sentence, Executive shall be entitled to
continued group health benefit plan coverage (so-called
“COBRA coverage”) in accordance with Section 498OB
of the Internal Revenue Code of 1986, as amended (the
“Code”), it being intended that COBRA coverage shall be
consecutive to the benefit and coverage provided for in the
preceding sentence.
(d)
Employment . This Agreement shall not be construed as
creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the
Company, the Executive shall not have any right to be retained in
the employ of the Company.
2. Definitions . For
purposes of this Agreement:
(a)
“Annual Salary” shall mean Executive’s salary at
the greater of (i) Executive’s annualized base salary
(including Executive’s monthly car allowance) in effect on
the date of the Change in Control, or (ii) Executive’s
annualized base salary in effect on Executive’s Employment
Termination.
(b)
“Change in Control” shall be deemed to have occurred
if:
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(i) |
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any “person” (as such term is used in Section 13(d)
and 14(d)(2) of the Exchange Act, other than any Subsidiary, any
employee benefit plan of the Company or a Subsidiary is or becomes
a beneficial owner, directly or indirectly, of stock of the Company
representing 25% or more of the total voting power of the
Company’s then outstanding stock; |
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(ii) |
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a tender offer (for which a filing has been made with the SEC
which purports to comply with the requirements of Section 14(d) of
the Exchange Act and the corresponding SEC rules) is made for the
stock of the Company. In case of a tender offer described in this
paragraph (ii), the “Change of Control” will be deemed
to have occurred upon the first to occur of: (A) any time
during the offer when the person (using the definition in
(i) above) making the offer owns or has accepted for payment
stock of the Company with |
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25% or more of the total voting power of the Company’s
outstanding stock, or (B) three business days before the offer
is to terminate unless the offer is withdrawn first, if the person
making the offer could own, by the terms of the offer plus any
shares owned by this person, stock with 50% or more of the total
voting power of the Company’s outstanding stock when the
offer terminates; or |
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(iii) |
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individuals who were the Board’s nominees for election as
directors of the Company immediately prior to a meeting of the
shareholders of the Company involving a contest for the election of
directors shall not constitute a majority of the Board following
the election. |
(c)
“Employment Termination” shall mean the effective date
of: (i) Executive’s voluntary termination of employment
with the Company with Good Reason, or (ii) the termination of
Executive’s employment by the Company without Good
Cause.
(d)
“Good Cause” shall mean: (i) Executive’s
conviction of a felony; (ii) Executive’s commission of
any act or acts of personal dishonesty intended to result in
substantial personal enrichment to Executive to the detriment of
the Company; or (iii) repeated violations of Executive’s
responsibilities which are demonstrably willful and deliberate,
provided that such violations have continued more than ten days
after the Board of Directors of the Company has given written
notice of such violations and of its intention to terminate
Executive’s employment because of such violations.
(e)
“Good Reason” shall exist if, without Executive’s
express written consent:
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(i) |
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The Company shall materially reduce the nature, scope or level
of Executive’s responsibilities from the nature, scope or
level of such responsibilities prior to the Change in Control (or
prior to the Period Pending a Change in Control), or shall fail to
provide Executive with adequate office facilities and support
services to perform such responsibilities. |
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(ii) |
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The Company shall require Executive to move Executive’s
principal business office more than 25 miles from Executive’s
principal business office at the time of this Agreement, or assign
to Executive duties that would reasonably require such move;
provided, however, that if Executive’s principal business
office is not located at the Company’s then current corporate
headquarters, and the Company requires Executive to move
Executive’s principal business office to such corporate
headquarters, or assigns to Executive duties that would reasonably
require such move, such actions shall not constitute “Good
Reason” under this subsection (ii). |
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(iii) |
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The Company shall require Executive, or assign duties to
Executive which would reasonably require Executive, to increase, by
more than twenty-four, the number of normal working days
(determined at the time of this Agreement) that Executive spends
away from Executive’s principal business office during any
consecutive twelve-month period. |
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(iv) |
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The Company shall reduce Executive’s Annual Salary below
that in effect as of the date of this Agreement (or as of the
Change in Control, if greater). |
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(v) |
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The Company shall materially reduce or fail to continue in
effect any cash or stock-based incentive or bonus plan, retirement
plan, welfare benefit plan, or other benefit plan, program or
arrangement, unless the aggregate value (as computed by an
independent employee benefits consultant selected by the Company)
of all such incentive, bonus, retirement and benefit plans,
programs and arrangements provided to Executive is not materially
less than their aggregate value as of the date of this Agreement
(or as of the Change in Control, if greater). |
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(vi) |
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If the Board of Directors fails to act in good faith with
respect to the Company’s obligations hereunder, or the
Company breaches its obligations hereunder. |
(f)
“Period Pending a Change in Control” shall mean the
period between the time an agreement is entered into by the Company
with respect to a merger or other business combination of the
Company, which would constitute a Change in Control, and the
effective time of such merger or other business combination of the
Company.
(g)
“Welfare Benefit Plan” shall mean each welfare benefit
plan maintained or contributed to by the Company, including, but
not limited to a plan that provides health (including medical and
dental), life, accident or disability benefi
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