Exhibit 10.7
PerkinElmer, Inc.
Restricted Stock Unit 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 Units
.
(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”),
restricted stock units of the Company (the “Units”).
Each Unit represents the right to receive one share of common
stock, $1.00 par value per share, of the Company (“Common
Stock”) as provided in this Agreement. The shares of Common
Stock that are issuable upon vesting of the Units are referred to
in this Agreement as “Shares”. Participant agrees that
the Units shall be subject to vesting as set forth in
Section 2 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 Units vest, all of the
Units that are unvested at the time of such employment termination
shall be immediately 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 Units will vest as
follows:
(a) ( insert vesting schedule
here ).
(b) upon the death or permanent
disability of the Participant on or before the date the Participant
would have become vested in the Units 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
(c) upon the occurrence of a Change
in Control on or before the date the Participant would have become
vested in the Units pursuant to paragraph (a) above. For
purposes of this Agreement, a “Change in Control” means
an event 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,
RSU TV April 2009
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(c);
(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 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%
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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,
employment with the Company shall include employme
