Exhibit 10.2
CTS CORPORATION
RESTRICTED STOCK UNIT
AGREEMENT
THIS AGREEMENT is made as of the ___ day of
____, 20__ (the "Grant Date") between CTS CORPORATION, an Indiana
corporation (the "Company"), and [Officer / GM
Name] (the "Grantee").
1. Grant .
Subject to the terms set forth in this Agreement and in the
Company's 2009 Omnibus Equity and Performance Incentive Plan (the
"Plan"), the Company hereby grants to the Grantee [# of units]
Restricted Stock Units (the “Award”). Except
as expressly provided herein, capitalized terms used herein shall
have the meaning ascribed to such terms under the Plan.
It is intended that this Agreement and its
administration comply with the provisions of Section 409A of
the Code. Accordingly, notwithstanding any provision in
this Agreement or in the Plan to the contrary, this Agreement and
the Plan will be interpreted, applied and, to the minimum extent
necessary to comply with Section 409A of the Code, amended, so that
the Agreement does not fail to meet, and is operated in accordance
with, the requirements of paragraphs (2), (3) and (4) of Section
409A(a) of the Code. As used herein, “Code”
means the Internal Revenue Code of 1986 as amended from time to
time, and any interpretations thereof issued by the U.S. Treasury
Department on which the Company is permitted to rely.
2. Vesting and
Settlement of Restricted Stock Units. The
Award shall vest and become non-forfeitable in _____ installments
beginning one year after the grant date. The award shall
be calculated by multiplying the specified percentage on the
specified date by the initial number of Restricted Stock Units
specified in Section 1 on this Agreement.
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Installment
One: ____
percent (_____%) on ____________
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Installment
Two: ____
percent (_____%) on ____________
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Installment
Three: ____
percent (_____%) on ____________
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Each date specified above will be a
"Vesting Date," provided that the Grantee remains in the continuous
employ of the Company and is an employee of the Company on the
Vesting Date.
Restricted Stock Units shall be settled on the
basis of one Share for each vested Restricted Stock
Unit. The Company shall distribute to the Grantee Shares
equal to ________ percent (_________%) multiplied by the number of
initial Restricted Stock Units specified in Section 1 above, on
_____________, ____________ percent (_____%) multiplied by the
number of initial Restricted Stock Units specified in Section 1
above, on __________, and ___________ percent (_____%) multiplied
by the number of initial Restricted Stock Units specified in
Section 1 above, on _______, or as soon thereafter as practicable,
but in no event later than March 15 th of
the year following the year in which the applicable Vesting Date
occurs (each such date of distribution, a "Settlement Date"). The
Company’s obligations to the Grantee with respect to vested
Restricted Stock Units will be satisfied in full upon the
distribution of one Share for each Restricted Stock
Unit. On the Settlement Date(s), the Company may, at its
election, either (i) credit the number of Shares to be distributed
to the Grantee as of that Settlement Date to a book-entry account
in the name of the Grantee held by the Company’s transfer
agent; or (ii) deliver to the Grantee a certificate
representing the number of Shares transferred to the Grantee as of
that Settlement Date. In no event may any Settlement Date be
accelerated except in accordance with Section 409A of the
Code.
Notwithstanding anything to the
contrary in this Agreement, upon the first to occur of the
following events, all Restricted Stock Units granted hereunder
shall vest and become nonforfeitable and Shares shall be
distributed to the Grantee, estate, guardian or designated
beneficiary of the Grantee as the case may be, in the settlement of
Restricted Stock Units as soon as reasonably practicable, but in no
event later than 30 days after the occurrence of such event, and
such date(s) of distribution shall be deemed to be the Settlement
Date(s):
(a) Grantee’s
becoming disabled, as defined by Section 409A of the
Code;
(c) A change in
ownership or effective control of the Company, or in the ownership
of a substantial portion of the assets of the Company, within the
meaning of Section 409A of the Code; or
(d) Grantee’s
unforeseeable emergency, as defined and not in excess of the amount
permitted by Section 409A of the Code.
Unless the Committee determines
otherwise in its sole discretion, if the Grantee’s employment
with the Company terminates for any reason not specified above, all
Restricted Stock Units granted hereunder which have not vested as
of the date of such termination of employment shall be permanently
forfeited on such termination date.
