Exhibit 10.9
PLEASE RETURN EXECUTED ORIGINAL TO KATHY SENA WITHIN 5
BUSINESS DAYS OF RECEIPT
PLAN
OF
AMETEK, INC.
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT
(“Agreement”), made as of
Date , by and between AMETEK,
Inc., a Delaware corporation (the “Company”), and
Name
(the “Recipient”).
W I T
N E S S E T H :
WHEREAS, the Company has adopted the
Year of Stock Incentive Plan
Plan of AMETEK, Inc. (the “Stock Incentive Plan”),
pursuant to which the Compensation Committee of the Board of
Directors of the Company (the “Committee”) may,
inter alia , award shares of the Company’s
common stock, par value $0.01 per share (“Shares”), to
such key employees of the Company as the Committee may determine,
and subject to such terms, conditions and restrictions as the
Committee may deem advisable; and
WHEREAS, pursuant to the Stock
Incentive Plan, the Committee has awarded to the Recipient a
restricted stock award, subject to the terms, conditions and
restrictions set forth in the Stock Incentive Plan and in this
Agreement;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
FIRST: Pursuant to the Stock
Incentive Plan, the Company hereby grants to the Receipient on
Date (the “Award
Date”), a restricted stock award with respect to
Shares (the “Restricted Stock Award”, and such Shares,
the “Restricted Shares”), subject
Restricted Stock Agreement –
Date
Page 1
of 7
to the
terms, conditions and restrictions set forth in the Stock Incentive
Plan and in this Agreement. On the Award Date, the Company shall
issue one or more certificates in the name of the Participant for
the number of Shares granted in this Agreement, and such Shares
shall be held by the transfer agent until such time as the Shares
become nonforfeitable. Capitalized terms not otherwise defined in
this Agreement shall have the same meanings as defined in the Stock
Incentive Plan.
SECOND: The Restricted Shares
shall become nonforfeitable on the earliest to occur of:
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(a) |
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the fourth anniversary of the Award Date if the Recipient is in
the continuous employ of the Company (or any successor or Affiliate
of the Company) through such fourth anniversary date; |
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(b) |
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the death or disability (as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended) of the Recipient; |
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(c) |
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the Recipient’s termination of employment with the
Company (or any successor or Affiliate of the Company) in
connection with a Change in Control; or |
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(d) |
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the fair market value of a Share equaling or exceeding a target
price (the “Target Price”) of 200% of the closing price
of a Share on the Award Date on the New York Stock Exchange, on
each of five consecutive trading days occurring during the period
beginning on the day after the Award Date and ending on the fourth
anniversary of the Award Date. For purposes hereof, notwithstanding
any other provision of the Stock Incentive Plan, the fair market
value of a Share on any given day shall be the closing price on
that day on the stock exchange or market on which the Shares are
primarily traded. |
In
addition, in the event of the Recipient’s Retirement (as
defined below) prior to the fourth anniversary of the Award Date,
then a pro rata portion of the Restricted Shares shall become
nonforfeitable. The pro rata portion of the Restricted Shares which
shall become nonforfeitable shall be the number of Restricted
Shares equal to the total number of Restricted Shares multiplied by
a fraction, the numerator of which shall be the number of full
months of the
Restricted Stock Agreement —
Date
Page 2
of 7
Recipient’s employment with the Company (or any successor or
Affiliate) following the Award Date and the denominator of which
shall be 48; provided, however, that no fractional Shares shall
become nonforfeitable and cash shall be paid in lieu thereof. For
purposes hereof, “Retirement” shall mean the
Recipient’s retirement from the Company (or any successor or
Affiliate) at or after age 55 and the completion of at least
10 years of employment with the Company (or any successor or
Affiliate). Except to the extent, if any, that the Restricted
Shares shall have become nonforfeitable pursuant to the foregoing
provisions of this paragraph SECOND, if the Recipient shall
voluntarily or involuntarily leave the employ of the Company and
its Affiliates pri
