Cooper US, Inc.
Executive Stock Incentive Agreement
This
Agreement is made as of the 8th day of February, 2009 between
Cooper US, Inc., a Delaware corporation, having its principal place
of business in Houston, Texas (the “Company”) and
an Executive of the Company (“Executive”). All
capitalized terms used in this Agreement are as defined in the
Cooper Industries Stock Incentive Plan (the “Plan”),
unless otherwise defined in this Agreement.
1.
Performance Share Award
(a)
Performance Period . For purposes of this Agreement, the
“Performance Period” shall be January 1, 2009 to
December 31, 2009.
(b)
Performance Share Grant . Pursuant to Section IX of the
Plan and subject to Paragraph 6 of this Agreement, the Company
hereby grants to the Executive, as of the date hereof, an award of
Performance Shares that may be earned based on the financial
performance of the Company during the Performance Period, subject
to the restrictions and conditions set forth in this Agreement
(“Performance Share Grant”). The Committee has
established Performance Goals such that if the Company achieves a
net debt to EBITDA coverage ratio for the Performance Period of
2.00, or less, the Executive will be issued Performance Shares in
accordance with the following chart:
|
|
|
|
|
|
|
|
|
|
|
|
|
Coverage Ratio
|
|
|
|
Performance
Level
|
|
(Net Debt/EBITDA)
|
|
Share Award
|
|
|
|
|
> 2.00
|
|
|
|
0
|
|
|
|
|
|
³
2.00
|
|
|
|
|
|
The
number of shares appearing under the heading “Share
Award” shall constitute the number of Performance Shares
which may be earned by the Executive based upon achievement of that
specific Performance Goal as established by the Committee based on
a net
debt to EBITDA
coverage ratio of 2.00, or less, as of December 31, 2009. In
the event the Company’s actual net debit to EBITDA coverage
ratio exceeds 2.00, no Performance Shares will be
earned.
At
the end of the Performance Period, the Committee shall determine
the Performance Goal achieved and the number of Performance Shares,
if any, earned by the Executive. The Performance Shares earned by
the Executive, if any, shall then be subject to restrictions until
the date on which the Committee meets in
February 2012.
Except
as provided under Paragraph 5 of this Agreement, restrictions
shall lapse on any Performance Shares earned by the Executive
during the Performance Period on the date the Committee meets in
February 2012, provided the Executive is actively employed on
that date. Except for shares withheld by the Company as provided in
Paragraph 4, the Company shall then cause its parent, Cooper
Industries, Ltd., to issue a stock certificate or book entry shares
in the Executive’s name for the number of shares of Common
Stock equal to the Performance Shares earned by the Executive upon
lapse of the forfeiture restrictions set forth in
Paragraph 3(a). The Company shall then provide stock
certificate or book-entry shares to the Executive on or before
March 15, 2012.
2.
Dividends . Upon distribution of earned Performance Shares
to Executive, the Company shall pay to the Executive in cash an
amount equal to the aggregate amount of cash dividends that the
Executive would have received had the Executive been the owner of
record of all such earned Performance Shares, including shares
withheld as provided under Paragraph 4, if any, from the
effective date of this Agreement to the date of
distribution.
3.
Restrictions and Limitations . The Executive hereby accepts
the Performance Share Grant and agrees to
|
