EXHIBIT 10.7
XXXXXXX TECHNOLOGY COMPANY, INC.
2005 EQUITY COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
This Agreement evidences the grant of a Performance Award of Shares (the
"Performance Shares") pursuant to the 2005 Equity Compensation Plan (the "Plan")
of Xxxxxxx Technology Company, Inc. (the "Company") to the individual whose name
appears below (the "Participant"), pursuant to the provisions of the Plan and on
the following express terms and conditions. Capitalized terms not otherwise
defined herein will each have the meaning assigned to them in the Plan.
1. Name of Participant: [INSERT NAME]
2. Number of Performance Shares Awarded at 100% of Target: [INSERT NUMBER OF
SHARES]
3. Date of Grant: [INSERT DATE OF AWARD]
4. Determination of Number of Performance Shares: Subject to Section 6 below,
the following table sets forth the applicable performance criteria and
targets for determining the percentage of the Performance Shares indicated
in Section 2 above that will be awarded if the Committee determines that
the performance criteria set forth below for the three-year performance
period ending on June 30, 2011 meet or exceed the applicable targets for
such period. The performance criteria were set forth in the Company's most
recent Strategic Plan as presented to the Board of Directors on June 9,
2008. Performance between the applicable threshold targets will be
determined using straight-line interpolation.
2011 ORGANIC REVENUE
2011 ORGANIC REVENUE PERCENT OF GRANT
ACTUAL OPPORTUNITY
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$XXXXXXXX or above 100%
$XXXXXXXX or below 0%
OVERALL WEIGHTING: 50%
2011 ORGANIC OPERATING 2011 ORGANIC OPERATING
INCOME AS A PERCENT OF INCOME AS A PERCENT OF
ORGANIC REVENUE (AFTER ORGANIC REVENUE (AFTER
NON-RECURRING ITEMS) NON-RECURRING ITEMS)
ACTUAL PERCENT OF GRANT OPPORTUNITY
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XXX% or above 100%
XXX% or below 0%
OVERALL WEIGHTING: 50%
The percentage of the Performance Shares that will be awarded will equal
(i) the "2011 Organic Revenue Percent of Grant Opportunity" percentage
multiplied by 50%, plus (ii) the "2011 Organic Operating Income as a
Percent of Organic Revenue (after non-recurring items) Percent of Grant
Opportunity" percentage multiplied by 50% (this sum, the "Total Award
Percentage"). The number of Performance Shares that will be awarded will
equal the Total Award Percentage multiplied by the number of Performance
Shares
indicated in Section 2 above, rounded down to the preceding whole number
(e.g., 101.74 rounded down to 101). [For these purposes, a performance
target will be deemed to have been met if at any time during the period
ending June 30, 2011, such target has been met and the Committee so
certifies between July 1, 2011 and September 30, 2011 that such target has
been met.]
For purposes of this Award Agreement, "2011 Organic Revenue" and "2011
Organic Operating Income as a Percent of Organic Revenue (after
non-recurring items)" means the revenue and operating income for the
Company as determined in good faith by the Company.
5. Payment Date: Payment of the Performance Shares will be made solely in
Shares. Subject to Sections 6 and 7 below, the number of Performance Shares
which are awarded pursuant to Section 4 above will be transferred to the
Participant between July 1, 2011 and September 30, 2011 (the "Payment
Date").
6. Cessation of Employment or Service: Upon termination of the Participant's
employment or services for any reason prior to the Payment Date, the
Performance Shares shall be immediately forfeited on the date of such
cessation of employment or services. The Participant shall have no further
right to any forfeited Performance Shares.
7. Tax Withholding: The Performance Shares shall be subject to the tax
withholding provisions set forth in the Plan. By accepting this Performance
Share award, the Participant agrees that the Company or any of its
Subsidiaries may withhold from cash otherwise payable to the Participant in
order to meet any applicable tax withholding obligations.
8. No Right to Continued Employment or Service. The Participant's rights, if
any, to continue to be employed by or to serve the Company or any of its
Subsidiaries as an employee or otherwise, shall not be enlarged or
otherwise affected by the grant of the Performance Shares, and the Company
and its Subsidiaries reserve the right to terminate the Participant's
employment or service at any time. The right of the Company or any
Subsidiary to terminate at will the Participant's employment or service at
any time for any reason is specifically reserved.
9. Grant Subject to Plan Provisions. The Performance Shares are awarded
pursuant to the Plan, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the
Plan. The grant of the Performance Shares is subject to interpretations,
regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) adjustments in the
event of certain capital events, and (iii) other requirements of applicable
law. The Committee shall have the authority to interpret and construe the
Performance Shares pursuant to the terms of the Plan, and its decisions
shall be conclusive as to any questions arising hereunder. The Committee
shall administer the Plan and its decisions shall be final, conclusive, and
binding on the Company and the Participant or any person claiming rights
under the Plan from or through any Participant.
10. No Shareholder Rights. Neither the Participant, nor any other person, shall
have any of the rights and privileges of a shareholder with respect to any
Shares subject to the Performance Shares prior to payment of the Shares
pursuant to Section 5 above.
11. Applicable Law. This Award Agreement, and all actions taken in connection
herewith shall be governed by and construed in accordance with the laws of
the State of Delaware without reference to principles of conflict of laws,
except as superseded by applicable federal law.
12. Amendment. This Award Agreement may be amended or modified at any time by
mutual agreement between the Committee and the Participant or such other
persons as may then have an interest therein, subject to the terms of the
Plan.
13. Section 409A. The Performance Shares provided under this Award Agreement
are intended to qualify for the "short-term deferral" exception to Code
section 409A.
A copy of the Plan, and other materials required to be delivered or made
available to the Participant, will be delivered or made available
electronically, provided that upon request of the Participant, the Company will
deliver to the Participant paper copies of such materials. By accepting the
grant of the Performance Shares under this Award Agreement, the Participant
hereby agrees to be bound by the terms and conditions of the Plan and this Award
Agreement. The payment of any award hereunder is expressly conditioned upon the
terms and conditions of this Award Agreement and the Plan and the Participant's
compliance with such terms and conditions.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Award Agreement, effective as of the Date of Grant.
XXXXXXX TECHNOLOGY COMPANY, INC.
By:
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Date:
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AGREED TO AND ACCEPTED
By:
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Participant
Date:
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