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RESTRICTED STOCK AGREEMENT

Stock Restriction Agreement

RESTRICTED STOCK AGREEMENT | Document Parties: ARTESYN TECHNOLOGIES INC You are currently viewing:
This Stock Restriction Agreement involves

ARTESYN TECHNOLOGIES INC

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Title: RESTRICTED STOCK AGREEMENT
Governing Law: Florida     Date: 11/9/2005
Industry: Electronic Instr. and Controls     Sector: Technology

RESTRICTED STOCK AGREEMENT, Parties: artesyn technologies inc
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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:

 

1.

Grant of Restricted Stock .

 

(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.

 

2.

Restrictions .

 

(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.


3.

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.

 

4.

Forfeiture .

 

(a) Subject to Paragraph 6 below, if during the Restricted Period (i) the Participant’s employment wit


 
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