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Exhibit
10.24
PerkinElmer, Inc.
Restricted Stock Agreement
under 2005 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
Shares.
(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
2005 Incentive Plan (the “Plan”), __________ shares
(the “Shares”) of common stock, $1.00 par value per
share, of the Company (“Common Stock”). The Company
shall issue to the Participant one or more certificates in the name
of the Participant for that number of Shares issued to the
Participant. The Participant agrees that the Shares shall be
subject to vesting as set forth in Section 2 of this Agreement
and the restrictions on transfer set forth in Section 3 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 Shares vest, the
Shares shall be immediately forfeited to the Company in exchange
for $.001 per Share. Notwithstanding anything herein to the
contrary, if the Shares do not vest on or before the occurrence of
one or more of the events set forth in Section 2, the Shares
shall automatically be forfeited to the Company in exchange for
$.001 per Share.
(c) Deferral . The
Participant may within 30 days of the date hereof make an
irrevocable election to exchange any Shares for an account balance
under the Company’s Deferred Compensation Plan, denominated
in units equal in value to the value of the Shares and
distributable only in shares of Common Stock at the time designated
by the Participant at the time of such election; provided, however,
that such units shall be subject to the vesting provisions of
Section 2 of this Agreement. Such account balance shall be
reduced to $.001 per share with respect to any unvested share units
if the Participant ceases to be employed by the Company for any
reason or no reason, with or without cause, before such share units
vest pursuant to Section 2 of this Agreement.
2. Vesting . Provided
that the Participant remains employed by the Company on the
occurrence of the following events or date(s), the Shares will
become exercisable (“Vest”) as to:
(a) 33% of the original
number of Shares upon achievement of earnings per share (EPS) of
the Company equal to or greater than $____ on or before the last
day of the Company’s 200X fiscal year;
(b) as to an additional 33%
of the original number of Shares upon achievement of earnings per
share (EPS) of the Company equal to or greater than $___ on or
before the last day of the Company’s 200X fiscal
year;
(c) as to the remaining 34%
of the original number of Shares upon achievement of earnings per
share (EPS) of the Company equal to or greater than $___ on or
before the last day of the Company’s 200X fiscal
year;
(d) EPS is defined in Exhibit
A. Notwithstanding the above, the Compensation and Benefits
Committee, may, at its sole discretion determine that the vesting
criteria have been met;
(e) 100% of any remaining
unvested Shares upon the death or permanent disability of the
Participant on or before the last day of the Company’s 200X
fiscal year. 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
(f) 100% of any remaining
unvested Shares upon the occurrence of a Change in Control on or
before the last day of the Company’s 200X fiscal year. 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):
1
(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, 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(f);
(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 tw
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