Exhibit 10.6
PerkinElmer, Inc.
Restricted Stock Agreement under
2009 Incentive Plan
This AGREEMENT made as of the
day of ( month) , 200X,
between PerkinElmer, Inc., a Massachusetts corporation (the
“Company”), and
(the
“Participant”).
For valuable consideration, receipt
of which is acknowledged, the parties hereto agree as
follows:
1. Grant of Shares
.
(a) Grant . The Company shall
issue to the Participant, subject to the terms and conditions set
forth in this Agreement and in the Company’s 2009 Incentive
Plan (the “Plan”),
shares
(the “Shares”) of common stock, $1.00 par value per
share, of the Company (“Common Stock”). The Company
shall, if requested by the Participant, issue to the Participant
one or more certificates in the name of the Participant for that
number of Shares issued to the Participant. The Participant agrees
that the Shares shall be subject to vesting as set forth in
Section 2 of this Agreement and the restrictions on transfer
set forth in Section 3 of this Agreement.
(b) Forfeiture . If the
Participant ceases to be employed by the Company for any reason or
no reason, with or without cause, before the Shares vest in full,
the Shares that remain unvested as of the date of such termination
shall be immediately forfeited to the Company. Notwithstanding
anything herein to the contrary, if the Shares have not vested on
or before the occurrence of one or more of the events set forth in
Section 2(a) and such events can no longer be satisfied, the
Shares that remain unvested shall automatically be forfeited to the
Company.
2. Vesting . Provided that
the Participant remains employed by the Company on the occurrence
of the following events or date(s), the Shares will become
exercisable (“vest”) as to:
(a) [ insert vesting schedule
here ];
(b) [ performance metric ] is
defined in Exhibit A. Notwithstanding the above, the Compensation
and Benefits Committee, may, in its sole discretion determine that
the vesting criteria have been met;
(c) 100% of any remaining unvested
Shares upon the death or permanent disability of the Participant on
or before the date the Participant would have become vested in the
Shares pursuant to paragraph (a) above. The Participant shall
be deemed to be permanently disabled if he has been unable to
perform his duties for the Company for a six consecutive month
period and if he is entitled to long-term disability benefits under
the Company’s long term disability plan, as determined by the
long term disability carrier; or
(d) 100% of any remaining unvested
Shares upon the occurrence of a Change in Control on or before the
date the Participant would have become vested in the Shares
pursuant to paragraph (a) above. For purposes of this
Agreement, a “Change in Control” means an
event
RSA PV April 2009
or occurrence set forth in one or more of
paragraphs (i) to (iv) below (including an event or
occurrence that constitutes a Change in Control under one of such
subsections but that is specifically exempted under another such
subsection):
(i) The acquisition by an
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), (a
“Person”) of beneficial ownership of any capital stock
of the Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 20% or more of either (A) the then-outstanding
shares of Common Stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power
of the then-outstanding securities of the Company entitled to vote
generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for
purposes of this subsection (i), none of the following acquisitions
of Outstanding Company Common Stock or Outstanding Company Voting
Securities shall constitute a Change in Control: (I) any
acquisition directly from the Company (excluding an acquisition
pursuant to the exercise, conversion, or exchange of any security
exercisable for, convertible into or exchangeable for common stock
or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the
Company), (II) any acquisition by the Company, (III) any
acquisition by an employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company, or (IV) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(A) and (B) of paragraph (ii) of this
Section 2(d);
(ii) Such time as the Continuing
Directors (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term “Continuing
Director” means at any date a member of the Board
(A) who is a member of the Board on the date of the execution
of this Agreement, or (B) who was nominated or elected
subsequent to such date by at least a majority of the directors who
were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed
by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided,
however, that there shall be excluded from this clause (B) any
individual whose initial assumption of office occurred as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person
other than the Board;
(iii) The consummation of a merger,
consolidation, reorganization, recapitalization or share exchange
involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied:
(A) all or substantially all of the individuals or entities
who were the beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the
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surviving, resulting or acquiring corporation in
such Business Combination (which shall include, without limitation,
a corporation which as a result of such transaction owns the
Company or substantially all of the Company’s assets either
directly or indirectly through one or more other entities) (such
resulting or acquiring corporation is referred to herein as the
“Acquiring Corporation”) in substantially the same
proportions as their ownership immediately prior to such Business
Combination, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively; and
(B) no Person beneficially owns, directly or indirectly, 20%
or more of the combined voting power of the then-outstanding
securities of such corporation entitled to vote generally in the
election of directors (except to the extent that such ownership
existed prior to the Business Combination); or
(iv) Approval by the stockholders of
the Company of a complete liquidation or dissolution of the
Company.
For purposes of this Agreement,
e
