Exhibit 10.40
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of Date of Grant, as set forth
on the Notice of Grant of Restricted Stock and Grant Agreement (the
“Notice”) attached hereto, by and between Artesyn
Technologies, Inc., a Florida corporation, having its office and
principal place of business located at 7900 Glades Road, Suite 500,
Boca Raton, Florida 33434 (the “Company”) and the
person identified in the Notice (the
“Participant”).
The Board of Directors of the
Company has authorized and approved the 2000 Performance Equity
Plan, as amended and restated effective March 8, 2004 (the
“Amended 2000 Plan”), which has been approved by the
shareholders of the Company. The Committee has approved an award to
the Participant designated in the attached Notice of Restricted
Shares of the Company’s Common Stock, conditioned upon the
Participant’s acceptance of the terms and conditions set
forth in the Notice and this Agreement within 60 days after this
Agreement is presented to the Participant for review.
NOW, THEREFORE, and in consideration of the
foregoing and of the terms and conditions herein contained, the
parties hereto agree as follows:
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1.
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Grant of
Restricted Stock .
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(a) Subject to the terms and
conditions of the Amended 2000 Plan, as of the Date of Grant, the
Company grants to the Participant the number of shares of Common
Stock set forth in the Notice (the “Restricted
Shares”), subject to the restrictions set forth in Paragraph
2 of this Agreement, the terms and conditions of the Plan and the
other terms and conditions contained in this Agreement. If and when
the restrictions set forth in Paragraph 2 expire in accordance with
the terms of this Agreement without forfeiture of the Restricted
Shares, and upon the satisfaction of all other applicable
conditions as to the Restricted Shares, such shares shall no longer
be considered Restricted Shares for purposes of this
Agreement.
(b) As soon as practicable after the
Date of Grant, the Company shall direct that a stock certificate or
certificates representing the applicable Restricted Shares be
registered in the name of and issued to the Participant. Such
certificate or certificates shall be held in the custody of the
Company or its designee until the expiration of the applicable
Restricted Period (as defined in Paragraph 3). On or before the
date of execution of this Agreement, the Participant has delivered
to the Company one or more stock powers endorsed in blank relating
to the Restricted Shares.
(c) Except as provided in
Section 1(d), in the event that a certificate for the
Restricted Shares is delivered to the Participant, such certificate
shall bear the following legend (the
“Legend”):
The ownership and transferability of
this certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture) of the
Artesyn Technologies, Inc. 2000 Performance Equity Plan,
as
amended, and a Restricted Stock
Award Notice and Agreement entered into between the registered
owner and Artesyn Technologies, Inc. Copies of such Plan and
Agreement are on file in the executive offices of Artesyn
Technologies, Inc.
In addition, the stock certificate
or certificates for the Restricted Shares shall be subject to such
stop-transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable federal
or state securities law, and the Company may cause a legend or
legends to be placed on such certificate or certificates to make
appropriate reference to such restrictions.
(d) As soon as administratively
practicable following the expiration of the Restricted Period
without a forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the
Restricted Shares, including, but not limited to, the payment by
the Participant of all applicable withholding taxes, the Company
shall deliver or cause to be delivered to the Participant a
certificate or certificates for the applicable Restricted Shares
which shall not bear the Legend.
(a) The Participant shall have all
rights and privileges of a stockholder as to the Restricted Shares,
including the right to vote and receive dividends or other
distributions with respect to the Restricted Shares, except that
the following restrictions shall apply:
(i) the Participant shall not be
entitled to delivery of the certificate or certificates for the
Restricted Shares until the expiration of the Restricted Period
without a forfeiture of the Restricted Shares and upon the
satisfaction of all other applicable conditions;
(ii) none of the Restricted
Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the Restricted Period applicable
to such shares, except as provided in Section 7.2 of the Plan
or as otherwise permitted by the Committee in its sole discretion
or pursuant to rules adopted by the Committee in accordance with
the Plan; and
(iii) all of the Restricted Shares
shall be forfeited and returned to the Company and all rights of
the Participant with respect to the Restricted Shares shall
terminate in their entirety on the terms and conditions set forth
in Paragraph 4.
(b) Any attempt to dispose of
Restricted Shares or any interest in the Restricted Shares in a
manner contrary to the restrictions set forth in this Agreement
shall be void and of no effect.
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3.
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Restricted
Period and Vesting . The
“Restricted Period” is the period beginning on the Date
of Grant and ending in accordance with the schedule set forth in
the attached Notice. Subject to the provisions contained in
Paragraphs 4, 5 and 6, the Restricted Shares shall be deemed vested
and no longer subject to forfeiture under Paragraph 4 upon
expiration of the Restricted Period. In addition, the Restricted
Shares shall be deemed vested and no longer subject to forfeiture
in the event of a Change in Control.
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(a) Subject to Paragraph 6 below, if
during the Restricted Period (i) the Participant’s
employment wit