2002 STOCK INCENTIVE PLAN OF AMETEK, INC. RESTRICTED STOCK AGREEMENT

Equity Incentive Plan Agreement

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AMETEK, INC

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Title: 2002 STOCK INCENTIVE PLAN OF AMETEK, INC. RESTRICTED STOCK AGREEMENT
Governing Law: New York Date: 4/29/2005
Industry: ELECTR Sector: TECHNO

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EX-10.2

2002 STOCK INCENTIVE PLAN

AMETEK, INC.

RESTRICTED STOCK AGREEMENT

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, subject to the terms, conditions and restrictions set forth in the Stock Incentive Plan, the Termination Agreement and in this Agreement;

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;

(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.

In addition, in the event of the Recipient’s Retirement (as defined below) prior to the sixth anniversary of the Award Date, then a pro rata portion of the Restricted Shares shall become nonforfeitable. The pro rata portion of the Restricted Shares which shall become nonforfeitable shall be the number of Restricted Shares equal to the total number of Restricted Shares multiplied by a fraction, the numerator of which shall be the number of full months of the Recipient’s employment with the Company (or any successor or Affiliate) following the Award Date and the denominator of which shall be 72; provided, however, that no fractional Shares shall become nonforfeitable and cash shall be paid in lieu thereof.