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METHODE ELECTRONICS, INC.
RESTRICTED STOCK AWARD AGREEMENT
(EXECUTIVE AWARD / PERFORMANCE-BASED)
This agreement
(the “Award Agreement”) dated as of «Date_»
(the “Award Date”), is entered into by and between
Methode Electronics, Inc., a Delaware corporation (the
“Company”) and «Exec_First_»
«Exec_Middle_» «Exec_Last_» (the
“Grantee”). All capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them
by the Methode Electronics, Inc. 2004 Stock Plan (the
“Plan”).
1.
General . The shares of Restricted Stock granted under this
Award Agreement are granted as of the Award Date pursuant to and
subject to all of the provisions of the Plan applicable to
Restricted Stock granted pursuant to Section 8 of the Plan,
which provisions are, unless otherwise provided herein,
incorporated by reference and made a part hereof to the same extent
as if set forth in their entirety herein, and to such other terms
necessary or appropriate to the grant hereof having been made. A
copy of the Plan is on file in the offices of the
Company.
2.
Grant . The Company hereby grants to Grantee a total of
«Perfor_mance_» shares of Restricted Stock (the
“Restricted Shares”), subject to the restrictions set
forth in Section 3 hereof and the Plan.
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(a)
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None of the Restricted Shares may be
sold, transferred, pledged, hypothecated or otherwise encumbered or
disposed of until they have vested in accordance with
Section 6 of this Award Agreement.
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(b)
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Any
Restricted Shares that are not vested shall be forfeited to the
Company immediately upon termination of the Grantee’s
employment with the Company and all of its Subsidiaries and
Affiliates.
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(c)
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Any
Restricted Shares that are not vested may be forfeited to the
Company in accordance with Section 7 of this Award
Agreement.
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4. Stock
Certificates . Each stock certificate evidencing any Restricted
Shares shall contain such legends and stock transfer instructions
or limitations as may be determined or authorized by the Committee
in its sole discretion; and the Company may, in its sole
discretion, retain custody of any such certificate throughout the
period during which any restrictions are in effect and require that
the Grantee tender to the Company a stock power duly executed in
blank relating thereto as a condition to issuing any such
certificate.
5. Rights
as Stockholder . The Grantee shall have no rights as a
stockholder with respect to any Restricted Shares until a stock
certificate for the shares is issued in Grantee’s
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name. Once any
such stock certificate is issued in Grantee’s name, the
Grantee shall be entitled to all rights associated with ownership
of the Restricted Shares, except that the Restricted Shares will
remain subject to the restrictions set forth in Section 3
hereof and if any additional shares of Common Stock become issuable
on the basis of such Restricted Shares (e.g., a stock dividend),
any such additional shares shall be subject to the same
restrictions as the shares of Restricted Shares to which they
relate.
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(a)
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Vesting Date . The determination as to the number
of Restricted Shares which shall vest pursuant to Section 6(b)
shall be made as of May 3, 2008 (the “Vesting
Date”), provided Grantee is employed by the Company (or a
Subsidiary or Affiliate thereof) continuously between the Award
Date and the Vesting Date.
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(b)
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Amount of Restricted Shares that
Vest .
Exhibit A sets forth a table of percentages which vary
based upon certain performance criteria of the Company between the
Award Date and the Vesting Date. Grantee shall vest in the
percentage of Restricted Shares granted to Grantee on the Award
Date that corresponds to the performance of the Company on the
Vesting Date. The percentage used to determine the amount of
Grantee’s Restricted Shares that vest shall be determined in
the absolute discretion of the Committee. As set forth in
Section 7(a), the percentage of Restricted Shares not
vested on the Vesting Date shall be forfeited.
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(c)
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Termination of Employment Prior to
the Vesting Date . Notwithstanding the provisions of
6(a) and 6(b) herein, Restricted Shares granted hereunder shall
vest, in an amount determined according to the calculation set
forth below, if the Grantee’s employment with the Company and
all of its Subsidiaries and Affiliates is terminated prior to the
Vesting Date, due to: (i) retirement on or after
Grantee’s sixty-fifth birthday; (ii) retirement on or
after Grantee’s fifty-fifth birthday with consent of the
Company; (iii) retirement at any age on account of total and
permanent disability as determined by the Company; (iv) death;
or (v) a Change of Control as defined in the Plan. For
purpose
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