INTERMAGNETICS GENERAL CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(2000 STOCK OPTION AND STOCK AWARD PLAN)
This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated February
12, 2003 and delivered by INTERMAGNETICS GENERAL CORPORATION, a New York
corporation (the "Corporation"), to Xxxxx X. Xxxxxxxx, an employee of
IGC-Polycold Systems Inc., a wholly-owned subsidiary of the Corporation (the
"Grantee").
WHEREAS, the Board of Directors of the Corporation (the
"Board") on July 26, 2000, adopted, and the shareholders of the Corporation at
their 2000 Annual Meeting approved, the Corporation's 2000 Stock Option and
Stock Award Plan (the "Plan"), which is administered by the Compensation
Committee of the Board (the "Compensation Committee") and the Plan provides for
the grant of restricted stock unit awards (the "Restricted Units") to key
employees of the Corporation and its subsidiaries, in accordance with the terms
and provisions thereof; and
WHEREAS, the Grantee is entitled to the grant of a restricted
stock unit award pursuant to the Plan;
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Restricted Stock Unit Award.
Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby awards the Grantee 55,000 Restricted Units (the "Award")
under the Plan. The Grantee accepts the Award and agrees to be bound by the
terms and conditions of this Agreement and the Plan with respect to the grant.
2. Restricted Unit Account.
The Corporation shall establish and maintain a Restricted Unit account
for and on behalf of the Grantee and shall record in such account the number of
Restricted Units awarded to the Grantee. No shares of Common Stock shall be
issued to the Grantee at the time the award is made, and the Grantee shall not
be, nor have any of the rights or privileges of, a shareowner of the Corporation
with respect to any Restricted Units recorded in the account.
3. Interest not Transferable.
Unless otherwise provided by law, the Grantee shall not have the right
to transfer or otherwise dispose of any interest in the Restricted Unit account,
and any attempted transfer or disposition of the account by the Grantee, whether
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary, or involuntary, or by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), shall be null and void and have no effect.
The Grantee shall not have any interest in any fund or specific asset of the
Corporation by reason of this award or the Restricted Unit account established
for the Grantee.
4. Lapsing of Restrictions.
The restrictions applicable to the Restricted Units shall lapse only
upon the achievement of the performance targets defined in Appendix A in
accordance with the schedule set forth in Appendix A. Restricted Units for which
the restrictions lapse in accordance with Appendix A shall be converted into
shares of the Corporation's Common Stock and distributed to the Grantee after
the Compensation Committee certification with respect to the Company's
performance as described in Section 6. The Grantee may make a deferral election
in accordance with the Corporation's Deferred Compensation Plan with respect to
any shares that are earned under this Agreement.
5. Termination of Restricted Units.
The period of performance covered by this award shall be from the date
of this Agreement until the last day of the Company's fiscal year 2007 (the
"Performance Period"). Unless otherwise terminated or converted into Common
Stock in accordance with Appendix A, the Restricted Units shall terminate and
become null and void ninety (90) days after the expiration of the Performance
Period.
Upon the termination of Grantee's employment relationship with the
Corporation for any reason (except as otherwise set forth below), any Restricted
Units for which the restrictions have not lapsed shall terminate. Upon
termination of Grantee's employment as a result of Board approved retirement
(consistent with the Corporation's policies regarding retirement), permanent
disability (as determined by the Board consistent with the Corporation's
disability plan) or death ("Qualified Reason"), the restrictions may lapse with
respect to, at a maximum, the number of Restricted Units granted to Grantee,
divided by the number of weeks in the Performance Period, multiplied by the
number of weeks employed during the Performance Period prior to Grantee's
termination for a Qualified Reason (the "Pro Rata Units"); provided, however,
that the restrictions shall lapse with respect to the Pro Rata Units only in
accordance with the Company's achievement of the performance targets provided in
Appendix A through the end of the fiscal year in which the Qualified Reason
occurs, as described on Appendix A.
The Grantee's transfer within the Corporation or any of its
subsidiaries shall not be deemed to be a termination of the employment.
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6. Procedures.
Within sixty (60) days following the end of each of the Corporation's
fiscal years during the Performance Period, the Compensation Committee will
certify to the Corporation's Corporate Secretary the actual performance achieved
with respect to the criteria set forth in Appendix A. In addition, the
Compensation Committee will certify to the Corporation's Corporate Secretary any
Restricted Units with respect to which the restrictions have lapsed. Upon
receipt of such certification, the Corporate Secretary will cause the Company's
transfer agent to issue to the Grantee one share of the Company's Common Stock
for each Restricted Unit for which the restrictions have lapsed, subject to any
deferral election made by Grantee under the Corporation's Deferred Compensation
Plan.
The obligation of the Corporation to deliver Stock shall, however, be
subject to the condition that if at any time the Compensation Committee shall
determine in its discretion that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Compensation Committee. The issuance of
shares to Grantee pursuant to this Agreement is subject to any applicable taxes
and other laws or regulations of the United States or of any state having
jurisdiction thereof.
7. Grantee's Securities Law Representations.
The Grantee hereby represents and warrants to the Corporation: (a) that
the Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.
The Compensation Committee may require that the share certificates be
inscribed with a legend restricting transfer in accordance with applicable
securities law requirements.
8. Adjustment Upon Changes in Capitalization.
In the event of any change in the number or class of shares of Stock
outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares, a merger or consolidation in which the Corporation is the
surviving corporation, or any other change in capitalization, the number and
class of Restricted Units shall be adjusted by the Compensation Committee in the
same manner as stock options are adjusted under the Plan.
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9. Changes In Control.
The restrictions will lapse as to 100% of the Restricted Units upon a
"Change in Control" as that term is defined in the Plan.
10. Employment Not Affected.
The granting of the Award shall not be construed to create an
obligation on the part of the Corporation or its subsidiaries to continue
Grantee's employment. Except as may otherwise be provided in a written agreement
between Grantee and the Corporation (or its subsidiary), the Corporation and its
subsidiaries specifically reserve the right to terminate at will, with or
without cause, the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise).
11. Amendment of Award.
The Award may be amended, in whole or in part, by the Compensation
Committee at any time if it determines, in its sole discretion, that such
amendment is necessary or advisable in the light of any addition to or change
in: (a) the Code or regulations issued thereunder or (b) any federal or state
securities law or other law or regulation, which change occurs after the grant
of the Award and by its terms retroactively applies to the Award; provided,
however, that no such amendment shall, without the Grantee's consent, materially
adversely affect Grantee's rights in and to the Restricted Units.
12. Notice.
Notices to the Corporation shall be addressed to it in care of its
Chief Financial Officer or Corporate Secretary, and any notice to the Grantee
shall be addressed to the current address shown on the Corporation's payroll
records. Any notice shall be deemed duly given if delivered in writing directly
to the recipient or by registered or certified mail, postage prepaid.
13. Incorporation of 2000 Stock Option and Stock Award Plan by Reference.
The Award is granted pursuant to the terms of the Corporation's 2000
Stock Option and Stock Award Plan, as in effect from time to time, the terms of
which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The Compensation Committee shall have full
authority to interpret and construe the Award, in its sole discretion, and its
decision shall be conclusive and binding upon any question of law or fact
arising hereunder and shall be enforceable at law or in equity by any court of
competent jurisdiction.
14. Governing Law.
The validity, construction, interpretation and effect of this
instrument and any other matter arising under this instrument shall exclusively
be governed by, and determined in accordance with applicable Federal law and the
laws of the State of New York, without regard to New York rules for conflicts of
law.
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IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Award Agreement as of the date first written above.
Attest: NTERMAGNETICS GENERAL CORPORATION
/s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- --------------------------------------------
Corporate Secretary Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
I hereby accept the award of Restricted Units described in this
Agreement, and I agree to be bound by the terms of the Plan and this Agreement.
I hereby further agree that all decisions and determinations of the Compensation
Committee with respect to the Restricted Units shall be final and binding.
/s/ Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
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APPENDIX A
RESTRICTED STOCK UNIT AWARD
PERFORMANCE TARGETS AND VESTING SCHEDULE
I. Definitions
"Pre-Tax EPS Growth" shall mean growth in Pre-Tax EPS (as defined
below) as measured at the end of each fiscal year of the Performance Period.
Growth shall be measured off of the Base Year Adjusted Pre-Tax EPS.
"Base Year" shall mean the Corporation's fiscal year ended May 26,
2002.
"Base Year Adjusted Pre-Tax EPS" shall mean $1.30.
"Fully Diluted Shares" shall mean total diluted shares as reported in
the Company's Consolidated Income Statement for each fiscal year of the
Performance Period, but shall exclude the dilutive effect of any restricted
stock or restricted stock unit awards granted during the Performance Period and
all options, restricted stock and other equity compensation granted to Directors
during the Performance Period.
"Investment Grade" shall mean an investment rating of not less than
BBB- or Baa3 by one of the major rating agencies (Standard and Poors, Moodys
Investor Service or Fitch). If, at the time of measurement, the Corporation's
debt is not rated, then it shall be considered Investment Grade.
"Pre-Tax Earnings" shall mean the Corporation's earnings before income
taxes as reported in the Company's Consolidated Income Statement for each fiscal
year of the Performance Period, excluding any non-cash charge incurred in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for any restricted stock or restricted stock unit awards granted
during the Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.
"Pre-Tax EPS" shall mean Pre-Tax Earnings divided by Fully Diluted
Shares.
II. Performance Targets
--------------------------------------------------------------------------------
55,000 Restricted Units 20,000 Threshold 43,000 Intermediate 55,000 Stretch
--------------------------------------------------------------------------------
Growth 8% Compounded 11% Compounded 15% Compounded
--------------------------------------------------------------------------------
Corporation's debt must be Investment Grade at the end of the Performance
Period, and in any year in which vesting occurs.
--------------------------------------------------------------------------------
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III. Vesting Schedule
The restrictions will lapse with respect to the corresponding number of
Restricted Units associated with the performance targets set forth in II above
based on the following schedule. This schedule shall be adjusted for any change
in the number or class of shares of Stock outstanding, by reason of a stock
dividend, stock split, subdivision or combination of shares.
Stretch Shares Available
55,000
Shares
------
Year 3 allocation EPS Growth Share Alloc % vesting earned
----------------- ---------- ----------- --------- ------
EPS $1.64 - $1.74 8%-10.4% 20,000 15% 3,000
EPS $1.75 - $1.97 10.5%-14.9% 43,000 15% 6,450
EPS $1.98 + 15% 55,000 15% 8,250
Shares
------
Year 4 allocation EPS Growth Share Alloc % vesting earned
----------------- ---------- ----------- --------- ------
EPS $1.77 - $1.93 8%-10.4% 20,000 20% 4,000
EPS $1.94 - $2.26 10.5%-14.9% 43,000 20% 8,600
EPS $2.27 + 15% 55,000 20% 11,000
Shares
------
Year 5 allocation EPS Growth Share Alloc % vesting earned*
----------------- ---------- ----------- --------- ------
$1.91 8.0% 20,000 100% 20,000
$1.92 8.1% 20,800 100% 20,800
$1.93 8.2% 21,500 100% 21,500
$1.94 8.3% 22,300 100% 22,300
$1.95 8.4% 23,100 100% 23,100
$1.95 8.5% 23,800 100% 23,800
$1.96 8.6% 24,600 100% 24,600
$1.97 8.7% 25,400 100% 25,400
$1.98 8.8% 26,100 100% 26,100
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Shares
------
Year 5 allocation EPS Growth Share Alloc % vesting earned*
----------------- ---------- ----------- --------- ------
$1.99 8.9% 26,900 100% 26,900
$2.00 9.0% 27,700 100% 27,700
$2.01 9.1% 28,400 100% 28,400
$2.02 9.2% 29,200 100% 29,200
$2.03 9.3% 30,000 100% 30,000
$2.04 9.4% 30,700 100% 30,700
$2.05 9.5% 31,500 100% 31,500
$2.06 9.6% 32,300 100% 32,300
$2.07 9.7% 33,000 100% 33,000
$2.07 9.8% 33,800 100% 33,800
$2.08 9.9% 34,600 100% 34,600
$2.09 10.0% 35,300 100% 35,300
$2.10 10.1% 36,100 100% 36,100
$2.11 10.2% 36,900 100% 36,900
$2.12 10.3% 37,600 100% 37,600
$2.13 10.4% 38,400 100% 38,400
$2.14 10.5% 39,200 100% 39,200
$2.15 10.6% 39,900 100% 39,900
$2.16 10.7% 40,700 100% 40,700
$2.17 10.8% 41,500 100% 41,500
$2.18 10.9% 42,200 100% 42,200
$2.19 11.0% 43,000 100% 43,000
$2.20 11.1% 43,300 100% 43,300
$2.21 11.2% 43,600 100% 43,600
$2.22 11.3% 43,900 100% 43,900
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Shares
------
Year 5 allocation EPS Growth Share Alloc % vesting earned*
----------------- ---------- ----------- --------- ------
$2.23 11.4% 44,200 100% 44,200
$2.24 11.5% 44,500 100% 44,500
$2.25 11.6% 44,800 100% 44,800
$2.26 11.7% 45,100 100% 45,100
$2.27 11.8% 45,400 100% 45,400
$2.28 11.9% 45,700 100% 45,700
$2.29 12.0% 46,000 100% 46,000
$2.30 12.1% 46,300 100% 46,300
$2.31 12.2% 46,600 100% 46,600
$2.32 12.3% 46,900 100% 46,900
$2.33 12.4% 47,200 100% 47,200
$2.34 12.5% 47,500 100% 47,500
$2.35 12.6% 47,800 100% 47,800
$2.36 12.7% 48,100 100% 48,100
$2.37 12.8% 48,400 100% 48,400
$2.38 12.9% 48,700 100% 48,700
$2.40 13.0% 49,000 100% 49,000
$2.41 13.1% 49,300 100% 49,300
$2.42 13.2% 49,600 100% 49,600
$2.43 13.3% 49,900 100% 49,900
$2.44 13.4% 50,200 100% 50,200
$2.45 13.5% 50,500 100% 50,500
$2.46 13.6% 50,800 100% 50,800
$2.47 13.7% 51,100 100% 51,100
$2.48 13.8% 51,400 100% 51,400
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Shares
------
Year 5 allocation EPS Growth Share Alloc % vesting earned*
----------------- ---------- ----------- --------- ------
$2.49 13.9% 51,700 100% 51,700
$2.50 14.0% 52,000 100% 52,000
$2.50 - $2.61 14.1% 52,300 100% 52,300
$2.50 - $2.61 14.2% 52,600 100% 52,600
$2.50 - $2.61 14.3% 52,900 100% 52,900
$2.50 - $2.61 14.4% 53,200 100% 53,200
$2.50 - $2.61 14.5% 53,500 100% 53,500
$2.50 - $2.61 14.6% 53,800 100% 53,800
$2.50 - $2.61 14.7% 54,100 100% 54,100
$2.50 - $2.61 14.8% 54,400 100% 54,400
$2.50 - $2.61 14.9% 54,700 100% 54,700
$2.62 15.0% 55,000 100% 55,000
*(SHALL BE REDUCED BY SHARES EARNED, IF ANY, IN YEARS 3&4)
In the event of termination for a Qualified Reason, the number of shares earned
shall be measured at the end of the fiscal year in which the termination for a
Qualified Reason occurred, and shall be paid after the end of such fiscal year.
Accordingly, no Restricted Units will vest if termination occurs during fiscal
years 2003 or 2004.
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