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Exhibit
10.1
NATCO GROUP
INC.
2006 LONG-TERM INCENTIVE
COMPENSATION PLAN
Form of Performance Unit
Award Agreement
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| Grantee: |
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| Date of Grant: |
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June 30,
2006 |
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| PU Grant No.: |
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1. Notice of Grant . You are
hereby granted the following Performance Unit Award under the NATCO
Group Inc. 2006 Long-Term Incentive Compensation Plan (the
“Plan”), subject to the terms and conditions of the
Plan and this Agreement.
2. Number of Performance Units .
The number of performance units (“Performance Units”)
granted to you under this Performance Award is
. Each Performance Unit shall have a target value of $1.00. The
actual value, if any, of a Performance Unit at the end of the
Performance Period will be determined based on the level of
achievement during the Performance Period of the performance
measures set forth in Attachment A hereto, which is made a part of
this Agreement for all purposes.
3. Events Occurring Prior to the End
of the Performance Period .
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(a) |
Death or Disability . If, prior to the end of the
Performance Period, you incur a Termination of Service as a result
of your death or disability (as determined by the Committee), the
Performance Units will become 100% vested upon such termination and
paid at target. |
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(b) |
Retirement . If, prior to the end of the Performance
Period, you retire from the Company, and you have at least 10 years
of continuous service with the Company, its predecessors or
affiliates and are at least 60 years of age you will receive a
pro-rata payment of target value upon such retirement. |
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(c) |
Other Terminations . If your employment with the Company
or any of its subsidiaries is terminated prior to the end of the
Performance Period for any reason other than provided in 3(a), all
unvested Performance Units held by you shall be forfeited
immediately without payment upon such termination. |
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(d) |
Change of Control . Notwithstanding any other provision
hereof, the Performance Units shall become fully vested upon the
occurrence of a Corporate Change during the Performance Period and
paid at target. |
4. Payment of Vested Units . As
soon as administratively practicable after the end of the
Performance Period or, if earlier, the date of a Corporate Change,
you shall be entitled to receive from the Company a payment in cash
equal to the product of the Payout Percentage (as set forth in
Attachment A) and the value of your vested Performance Units as
determined in Attachment A. Notwithstanding the foregoing, however,
(a) payment may not be made prior to the first day
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such payment would not be subject to the
additional tax imposed by Section 409A of the Code,
(b) in no event may the amount paid to you by the Company in
any year with respect to Performance Units earned hereunder exceed
$5,000,000 if you are a “covered employee” for purposes
of Section 162 (m) of the Code and (c) you shall not
be entitled to receive payment until you have completed one year of
service with the Company or its Affiliates from the date of grant
of this Award, unless such requirement is waived by the Committee
in the case of death, disability, retirement, involuntary
separation without cause or a Corporate Change.
5. Nontransferability of Award .
This Award may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution. The terms of the
Plan and this Agreement shall be binding upon your executors,
administrators, heirs, successors and assigns.
6. Entire Agreement . This
Agreement constitutes the entire agreement of the parties with
regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements
between the parties with respect to the Award granted hereby.
Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto
relating to the subject matter hereof are hereby null and void and
of no further force and effect.
7. Governing Law . This
Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard t
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