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Exhibit 10.68
1997 STOCK INCENTIVE PLAN
OF
AMETEK, INC.
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT ("Agreement"), made as of December 15, 2000,
by and between AMETEK, Inc., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxxxxx (the "Recipient").
W I T N E S S E T H :
WHEREAS, the Company has adopted the 1997 Stock Incentive Plan of AMETEK,
Inc. (the "Stock Incentive Plan"), pursuant to which the Stock Option Committee
of the Board of Directors of the Company (the "Committee") may, inter alia,
award shares of the Company's common stock, $0.01 per share ("Shares") to such
key employees of the Company as the Committee may determine, and subject to such
terms, conditions and restrictions as the Committee may deem advisable; and
WHEREAS, pursuant to the Stock Incentive Plan, the Committee has awarded
to the Recipient a restricted stock award, subject to the terms, conditions and
restrictions set forth in the Stock Incentive Plan and in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
FIRST: Pursuant to the Stock Incentive Plan, the Recipient has been
awarded on December 15, 2000 (the "Award Date"), a restricted stock award with
respect to
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110,000 Shares (the "Restricted Stock Award", and such Shares, the "Restricted
Shares"), subject to the terms, conditions and restrictions set forth in the
Stock Incentive Plan and in this Agreement. Capitalized terms not otherwise
defined in this Agreement shall have the same meanings as defined in the Stock
Incentive Plan.
SECOND: The purchase price for the Restricted Shares shall be $0.01 per
Share, payable in cash, or by check to the order of the Company, no later than
March 15, 2001.
THIRD: The Restricted Shares shall become nonforfeitable on the earliest
to occur of:
(a) December 15, 2006 if the Recipient is in the continuous
employ of the Company (or any successor or Affiliate of
the Company) through such date;
(b) the death or disability (as defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended) of the
Recipient; or
(c) the fair market value of a Share equaling or exceeding
$40.00 on each of five [5] consecutive trading days
occurring during the period beginning December 16, 2000
and ending December 15, 2005. For purposes hereof,
notwithstanding any other provision of the Stock
Incentive Plan, the fair market value of a Share on any
given day shall be the closing price on that day on the
stock exchange or market on which the Shares are
primarily traded.
Unless the Restricted Shares shall have become nonforfeitable pursuant to
subparagraph (c), above, if the Recipient shall voluntarily or involuntarily
leave the employ of the Company and its Affiliates prior to December 15, 2006,
the Restricted Shares (and any dividends, distributions and adjustments retained
by the Company with respect thereto)
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shall be forfeited and the consideration paid pursuant to paragraph SECOND of
this Agreement shall be returned to the Recipient.
FOURTH: Notwithstanding anything to the contrary set forth herein, if the
Recipient shall be entitled to any payment from the Company pursuant to the
terms of the Termination and Change of Control Agreement between Recipient and
the Company dated as of December 15, 2000, as the same may be amended from time
to time ("Termination Agreement"), and the payment is measured in whole or in
part by the value of any of the Restricted Shares subject to this Agreement,
then that number of Restricted Shares with respect to which a payment is due to
Recipient under the terms of the Termination Agreement (and any dividends,
distributions and adjustments retained by the Company with respect to such
number of Restricted Shares) shall be forfeited and the consideration paid
pursuant to paragraph SECOND of this Agreement with respect to such forfeited
Restricted Shares shall be returned to the Recipient. In such event, the
remaining Restricted Shares (together with any dividends, distributions and
adjustments retained by the Company with respect to such remaining Restricted
Shares), if any, shall continue to constitute Restricted Shares subject to the
terms of this Agreement and the Plan.
FIFTH: Restrictions shall be imposed on a transfer of the Restricted
Shares, and the Company shall place a stop order with the Transfer Agent against
any transfer of such Shares and shall retain the stock certificate representing
such Shares, until such time as the Restricted Shares shall become
nonforfeitable in accordance with Paragraph THIRD. Prior to the lapse of the
restrictions on the transferability of the Restricted
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Shares, the Recipient shall have all other rights and privileges of a beneficial
and record owner with respect to such Shares, including, without limitation,
voting rights and the right to receive dividends, distributions and adjustments
with respect to such Shares; provided, however, that any dividends,
distributions and adjustments with respect to the Restricted Shares, plus
interest credited on any such dividends, shall be retained by the Company for
the Recipient's account and for delivery to the Recipient, together with the
stock certificate representing such Shares, only as and when such Restricted
Shares have become nonforfeitable. For purposes of this paragraph FIFTH,
interest shall be credited from the date a dividend with respect to the
Restricted Shares is made to the date on which the Employer distributes such
amounts to the Recipient, at the 10-year Treasury Note rate, plus one and
one-half percent (1-1/2%), as such rate is set forth in the Wall Street Journal
as of the first business day of each calendar quarter.
SIXTH: If prior to the expiration or lapse of all of the restrictions and
conditions on the Restricted Shares under this Agreement, there shall be
declared and paid a stock dividend upon the Restricted Shares or if the
Restricted Shares shall be split up, converted, exchanged, reclassified or in
any way substituted for, the Recipient shall receive, subject to the same
restrictions and conditions as the original Restricted Shares subject to this
Agreement, the same securities or other property as are received by the holders
of the Company's Shares pursuant to such stock dividend, split up, conversion,
exchange, reclassification or substitution; provided, that if prior to the
expiration or lapse of all of the restrictions and conditions on the Restricted
Shares under this Agreement, more than fifty percent (50%) of the Company's
Shares are acquired for cash by a
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corporation (or other legal entity), the Recipient shall receive, in exchange
for the then remaining nonvested Restricted Shares, subject to the same
restrictions and conditions as the original Restricted Shares under this
Agreement, that number of shares of the common stock of the acquiring entity
(or, if the entity does not have common stock, of the class of equity interest
in the acquiror which represents its largest equity class), which has the same
value as the nonvested Restricted Shares subjected to this Agreement (as
determined immediately prior to the acquisition). If the Recipient receives any
securities or property of the Company (or any acquiring entity) pursuant to this
Paragraph SIXTH, such securities or other property shall thereafter be deemed to
be "Shares" and "Restricted Shares" within the meaning of this Agreement. In the
event of any transaction to which this Paragraph SIXTH applies (other than a
stock dividend), the Committee (or the Company, if the Committee no longer
exists) shall adjust the $40.00 price in Paragraph THIRD, subparagraph (c), to
take into account the effect of the transaction, subject to the consent of the
Recipient; if the parties cannot agree on the adjusted price within ninety (90)
days of the transaction, either party may submit the matter to arbitration.
SEVENTH: If, with respect to the Restricted Shares (and any dividends,
distributions and adjustments to such Shares), the Company shall be required to
withhold amounts under applicable federal, state or local tax laws, rules or
regulations, the Company shall be entitled, at its option, to (i) deduct and
withhold such amounts from any cash payment to be made by the Company to the
Recipient (whether or not under this Agreement) or to such other person with
respect to whom such withholding may arise; (ii) require the Recipient (or such
other person) to make payment to the Company in such
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amount as is required to be withheld, (iii) withhold such number of Restricted
Shares as shall have a Fair Market Value, valued on the date on which such
withholding requirement arises, equal to the amount required to be withheld or
(iv) withhold the required tax or taxes by using a combination of (i), (ii) and
(iii) above, or by any other reasonable method.
EIGHTH: The Company and the Recipient each hereby agrees to be bound by
the terms and conditions set forth in the Stock Incentive Plan.
NINTH: Any notices or other communications given in connection with this
Agreement shall be sent either by registered or certified mail, return receipt
requested, or by overnight mail, or by facsimile, to the indicated address or
number as follows:
If to the Company: AMETEK, Inc.
00 Xxxxx Xxxxxx Xxxx - Xxxxxxxx 4
X.X. Xxx 0000
Xxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxx Xxxxxxxx, General Counsel
and
Xxxx Xxxxxxxxx, Chief Financial
Officer
If to the Recipient Xxxxx X. Xxxxxxxx
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
Facsimile: 000-000-0000;
or to such changed address or number as to which either party has given notice
to the other party in accordance with this Paragraph SEVENTH. All notices shall
be deemed given when so mailed, or if sent by facsimile, when electronic
confirmation of the
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transmission is received, except that a notice of change of address shall be
deemed given when received.
TENTH: This Agreement, the Stock Incentive Plan and the Termination and
Change of Control Agreement constitute the whole agreement between the parties
hereto with respect to the Restricted Stock Award.
ELEVENTH: This Agreement shall not be construed as creating any
contract of employment between the Company and the Recipient.
TWELFTH: This Agreement shall inure to the benefit of, and be binding on,
the Company and its successors and assigns, and shall inure to the benefit of,
and be binding on, the Recipient and his heirs, executors, administrators and
legal representatives. This Agreement shall not be assignable by the Recipient.
THIRTEENTH: Except as required by Delaware corporate law, this Agreement
shall be subject to, and construed in accordance with, the laws of the State of
New York without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
AMETEK, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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