Exhibit 10.2
RESTRICTED STOCK PLAN II
OF
TECHNITROL, INC.
(Amended and Restated as of April 30, 2003)
Pursuant
to the terms and conditions contained in the Technitrol, Inc.
Incentive Compensation Plan, a Restricted Stock Plan II (the
“Plan”) was adopted for employees (the
“Employees”) of Technitrol, Inc. and its subsidiaries
(collectively the “Company”) effective the 26
th day of September, 1984, and was subsequently amended
and restated, effective as of February 12, 1999. The Plan was
amended and restated in its entirety effective as of January 1,
2001, and is amended as of April 30, 2003.
1.
Purpose
(a)
This Plan is intended to provide a method whereby the officers of
Technitrol, Inc. and key employees of the Company who are largely
responsible for the operations of the Company may be offered
incentives in addition to those of current compensation and future
pensions to continue in the service of the Company and all of its
stockholders. Such incentives shall be in the form of shares of the
Common Stock of the Company (the “Shares”). The Plan is
also intended to enable the Company to obtain and retain the
services of qualified executive officers and key employees, and to
reward and motivate them, by providing them with the opportunity to
become owners of Common Stock of Technitrol, Inc.
(b)
Shares of the Company’s common stock awarded under this Plan
shall be immediately issued to the participating Employees in their
own names, with all attendant rights of a stockholder (including,
the right to receive dividends thereon and to vote such Shares, but
excluding the right to physically possess such Shares for so long
as they are restricted, as set forth in this Plan), subject to the
restrictions, limitations, terms and conditions set forth in the
Plan.
2.
Eligible Employees; Administration
(a)
The Employees of the Company eligible to participate in the Plan
shall be the officers of Technitrol, Inc. and the other key
employees in the Company’s corporate office and its operating
business segments as determined from time to time by a Committee
(the “Committee”) appointed by the Company’s
Board of Directors (the “Board”). The Committee shall
be the body which administers this Plan. The Committee must consist
of at least two members, each of whom is a “non-employee
director” (as defined in Section 16b-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as
amended).
(b)
Except as limited by the express provisions of the Plan or by
resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion (1) to select Employees and award
Shares, (2) to determine the form and content of awards of Shares
to be issued under the Plan, (3) to interpret the Plan, (4) to
prescribe, amend and rescind rules and regulations relating to the
Plan, and (5) to make all other determinations necessary or
advisable for the administration of the Plan. The Committee shall
have and may exercise such other power
and
authority as may be delegated to it by the Board from time to time.
A majority of the entire Committee shall constitute a quorum and
the action of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing or
electronically by a majority of the Committee without a meeting,
shall be deemed the action of the Committee. If there are only two
Committee members, they must act unanimously.
(c)
In addition to such other rights of indemnification as they may
have, the members of the Committee shall be indemnified by the
Company in connection with any claim, action, suit or proceeding
relating to any action taken or failure to act under or in
connection with the Plan or any grant under the Plan to the full
extent provided for under the Company’s governing instruments
with respect to the indemnification of Directors.
3.
Issuance of Shares; Performance Based Grants; Maximum
Shares
(a) Subject
to the restrictions, terms, limitations and conditions contained in
the Plan and imposed by the Committee consistent with the Plan, the
Committee shall cause the Company to award and issue such number of
Shares to such of the Employees from time to time as it in its sole
discretion determines after consultation with the management of the
Company. Upon such issuance, such Shares shall be validly issued
and fully paid by the Company and shall be nonassessable.
Consistent with the provisions of the Plan, the date of award (for
purposes of determining the time denominated restriction period in
Paragraph 4 hereof) will be the date of the meeting at which the
Committee grants the Shares. Beneficial ownership is deemed to
accrue to the Employee on the date the Company instructs its
transfer agent to issue the Shares. Such Shares shall remain in the
physical possession of the Company during any restriction period
(as defined in Paragraph 4 (a) below). Each Employee, if requested
by the Company, as a condition to transfer to him or her such
Shares on the transfer books of the Company (and in order to
facilitate return to the Company pursuant to Paragraph 4 hereof),
shall, if so requested by the Committee, execute and deliver to the
Company a blank stock power relating to such shares issued to him
or her.
(b) Such
Shares may be issued at the sole discretion of the Committee from
time to time on a regular or irregular basis, or as a reward for
outstanding achievement or performance, or as an inducement to
accept employment with the Company, or on account of such other
criteria as may be established by the Committee. Notwithstanding
the foregoing, all awards of Shares made to the Chief Executive
Officer of Technitrol, Inc. shall, and any awards made to other
Employees may, be based on the attainment of certain criteria to be
designated by the Committee and specifically identified at the time
of grant of the Shares from among the following criteria: cash
flow, net operating profit, economic profit, earnings per share,
acquisitions and/or divestitures, gross or net revenue growth,
annual performance compared to approved plans, return on equity,
assets, capital investment or sales, net income growth, total
stockholder return, expense management, market share, new product
introduction and/or organizational development. The Committee may
use some or all of these performance criteria, either singly or
together, and may link them to the performance of Technitrol, Inc.
or any subsidiary, division or individual. The Committee shall have
the sole and absolute authority to determine whether the
performance criteria has been satisfied. The Committee may also
require that the Chief Executive Officer of Technitrol, Inc. remain
in the employ of the Company for
2
some time
after the attainment of the performance criteria prior to the
removal of the restrictions on ownership as contained in Section
4(a) below.
(c) Notwithstanding
the foregoing, no Employee may be awarded more than 100,000 Shares
in any 12-month period nor more than 300,000 Shares over the
Employee’s entire employment with the Company.
4.
Restrictions; Removal
(a)
Except as otherwise set forth in this Plan, all Shares issued
pursuant to this Plan shall be subject to the following
restrictions. Such Shares may not be sold, transferred, assigned,
pledged or otherwise alienated, encumbered or hypothecated until
the restriction period as set forth in subparagraphs (b) and (c)
below (the “Restriction Period”) has ended.
(b)
Except as otherwise set forth in this Section 4, the Restriction
Period related to the Shares issued to each Employee from time to
time shall end upon the expiration of the third anniversary of the
award of such Shares to all Employees other than the Chief
Executive Officer of Technitrol, Inc. or such other Employees who
have been awarded Shares to which performance criteria set forth in
Section 3(b) above apply in which case the Restriction Period shall
end upon attainment, if at all, of the performance criteria chosen
by the Committee plus the fulfillment of the additional employment
obligations, if any, set forth in the last sentence of Section 3(b)
above. The Committee may reduce (but not increase) the number of
Shares to take into account additional factors th
