Exhibit (e)(4)(xxxi)
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FY2001 LONG TERM INCENTIVE PLAN AGREEMENT
FY2001 LONG TERM INCENTIVE PLAN AGREEMENT (the "Agreement"), dated as
of the 14th day of August, 2000, between SENSORMATIC ELECTRONICS CORPORATION, a
Delaware corporation (the "Company"), and [Employee_Name] (the "Grantee").
W I T N E S S E T H:
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WHEREAS, the Company has adopted the FY 2001 Long Term Incentive Plan
(the " FY2001 LTIP"), a long-term, cash and stock-based incentive compensation
program for fiscal years 2001 through 2003 under the Company's 1999 Stock
Incentive Plan (the "1999 Plan"), providing for awards of cash and restricted
stock to members of the Company's management who are expected to contribute
significantly to the growth and profitability of the Company; and
WHEREAS, the Grantee is a participant in the FY2001 LTIP.
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Grantee agree as follows:
1. Definitions. Capitalized terms used, but not defined, herein
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have the meanings ascribed to them in the 1999 Plan.
2. Issuance of Shares; Cash Component; Legend.
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(a) Upon the Grantee's execution and delivery to the Company of
this Agreement, the Company shall (i) issue, or cause to be issued, to the
Grantee [M_of_Restricted_Shares] shares of Common Stock of the Company (the
"Restricted Shares") and (ii) grant to the Grantee the right to receive a cash
payment in the amount of [Cash_Value] (the "Cash Component"), pursuant to the
1999 Plan and subject to the terms, conditions and restrictions set forth in
this Agreement and the 1999 Plan. A certificate representing the Restricted
Shares, bearing the legend set forth below, shall be issued in the name of the
Grantee and held in escrow by the Company for the benefit of the Grantee,
subject to the terms and conditions of this Agreement. Notwithstanding anything
to the contrary contained herein, the Company shall retain any and all cash
dividends paid on or in respect of the Restricted Shares, and neither the
Grantee nor any other person or persons entitled to exercise any of the
Grantee's rights under this Agreement in accordance herewith and with the 1999
Plan shall have any rights to any such accrued dividends except when, and to the
extent, any such Restricted Shares shall have vested in the Grantee or such
other person or persons in accordance with this Agreement, at which time the
accrued cash dividends with respect to the Vested Shares (as defined below)
shall be transferred to the Grantee or such other person or persons.
(b) Each certificate representing the Restricted Shares shall, unless otherwise
specifically provided by this Agreement, bear the following legend or such
other legend as the Company's counsel may deem appropriate to reflect the
terms and conditions hereof:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Sensormatic Electronics Corporation 1999 Stock Incentive
Plan and the FY2001 Long Term Incentive Plan Agreement of even date
herewith between Sensormatic Electronics Corporation and the registered
owner hereof. Copies of such documents are on file at the offices of
Sensormatic Electronics Corporation, 000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000."
3. Restrictions against Transfer
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. During the Grantee's lifetime, none of the Restricted Shares, the
Cash Component, this Agreement or any right or interest hereunder or in the
Restricted Shares or the Cash Component shall be assignable or transferable
otherwise than by will or the laws of descent and distribution (as provided in
this Agreement), or be subject to attachment, execution or other similar
process, except (i) when and to the extent any of the Restricted Shares and Cash
Component shall have vested in the Grantee in accordance with this Agreement or
(ii) otherwise as determined by the Committee in accordance with the 1999 Plan.
If the Grantee attempts to alienate, assign, pledge, hypothecate or otherwise
dispose of any of the Restricted Shares or any rights under this Agreement,
except as provided for herein, or in the event of any levy or any attachment,
execution or similar process upon any of the Restricted Shares or the rights
hereby conferred, the Company may terminate this Agreement by notice to the
Grantee and cancel on its books the Restricted Shares issued to the Grantee and
the right granted to the Grantee to receive the Cash Components pursuant to
Section 2.
4. Forfeiture.
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Any Cash Component or Restricted Shares which do not vest in the
Grantee or other permitted persons in accordance with Section 5 shall
automatically be forfeited to the Company and the Company shall cancel such Cash
Component and Restricted Shares on its books. All rights and interests of the
Grantee in and to such forfeited Restricted Shares, including the right to any
accrued dividends thereon, shall terminate upon forfeiture.
5. Vesting of Restricted Shares.
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(a) Subject to Sections 5(b) through (e), the Restricted Shares shall vest (i)
in full as of the first business day after September 30, 2003 (the "Early
Vesting Date") if the Three Year Stock Performance Measure (as defined
below) shall have been attained, provided that the Grantee is employed by,
or associated with, the Company or a direct or indirect subsidiary thereof
on such date; or otherwise (ii) in full on the sixth anniversary of the
date hereof, provided that the Grantee is employed by, or associated with,
the Company or a direct or indirect subsidiary thereof on such date (the
Restricted Shares that shall have vested in accordance with this Section 5
being herein referred to as the "Vested Shares"). The "Three Year Stock
Performance Measure" shall have been attained if the average of the closing
prices on the New York Stock Exchange of the Corporation's Common Stock on
the trading days the period from August 1 through September 30, 2003 shall
be $35 or more.
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(b) Notwithstanding the foregoing, in the event of the Grantee's death prior to
the vesting of all of the Restricted Shares pursuant to Section 5(a), and
while the Grantee is employed by, or associated with, the Company or a
direct or indirect subsidiary thereof, the Restricted Shares shall
immediately vest in full, in (i) such person(s) as the Grantee may
designate in a writing duly delivered to the Company (in the form available
from the Company for such purpose), or, in the absence of such a
designation, (ii) the Grantee's estate.
(c) Notwithstanding the foregoing, in the event of the termination of the
Grantee's employment due to permanent long term disability (as determined
in the sole discretion of the Governance Committee) prior to the vesting of
all of the Restricted Shares pursuant to Section 5(a), and while the
Grantee is employed by, or associated with, the Company or a direct or
indirect subsidiary thereof, the Restricted Shares shall immediately vest
in full.
(d) In the event of a Change in Control of the Company prior to the vesting of
all of the Restricted Shares pursuant to Section 5(a), and while the
Grantee is employed by, or associated with, the Company or a direct or
indirect subsidiary thereof, the Restricted Shares shall immediately vest
in full in the Grantee.
(e) Notwithstanding the foregoing, in the event the termination of the
Grantee's employment as a result of Grantee's retirement at the normal
retirement age of 62 or thereafter prior to the vesting of all the
Restricted Shares pursuant to Section 5(a), a prorated portion of the
Restricted Shares, based upon the proportion that the number of whole
months of employment during the 36 months (three fiscal years) plan cycle
bears to the full 36 months plan cycle, shall vest as of the Early Vesting
Date if the Three Year Stock Performance Measure shall have been attained.
(f) If the Grantee's employment or association with the Company or its direct
or indirect subsidiaries is terminated for any reason other than those
specified in Sections 5(b), (c) and (d) above, including, without
limitation, by voluntary termination by the Grantee or by termination by
the Company or any of its direct or indirect subsidiaries, whether or not
for cause, in any case prior to the vesting of all of the Restricted Shares
pursuant to Section 5(a), then, except as set forth in Section 5(e) above
and except as otherwise determined by the Committee in accordance with the
1999 Plan, all such Restricted Shares shall automatically be forfeited to
the Company on and as of the date of such termination.
6. Vesting of Cash Component
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(a) Subject to Sections 6(b) through (e), the Cash Component shall vest and
become payable as of the Early Vesting Date if, and to the extent that, the
Three Year Cash Performance Measures (as defined below) shall have been
attained, provided that the Grantee is employed by, or associated with, the
Company or a direct or indirect subsidiary thereof on such date (subject to
Sections 6(b) and (c)). The "Three Year Cash Performance Measures" shall
have been attained, (i) as to one-third of the Cash Component if the
average of the closing prices on the New York Stock Exchange of the
Corporation's Common Stock on the trading days during the period from
August 1 through September 30, 2001 shall be $25 or more, (ii) as to an
additional one-third of such Cash Component if such average closing price
for the period from August 1 through September 30, 2002 shall be $30 or
more, and (iii) as to an additional one-third
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of such a designation, (ii) the Grantee's estate, to the extent that the
Cash Component would have vested as of Early Vesting Date pursuant to
Section 6(a) if the Grantee had remained employed by or associated with the
Company or a subsidiary thereof on such date.
(c) Notwithstanding the foregoing, in the event of the termination of the
Grantee's employment due to permanent long term disability (as determined
in the sole discretion of the Governance Committee) prior to the Early
Vesting Date, and while the Grantee is employed by, or associated with, the
Company or a direct or indirect subsidiary thereof, the Cash Component
shall as of the Early Vesting Date vest to the extent that the Cash
Component would have vested as of Early Vesting Date pursuant to Section
6(a) if the Grantee had remained employed by or associated with the Company
or a subsidiary thereof on such date.
(d) In the event of a Change in Control of the Company prior to the Early
Vesting Date, and while the Grantee is employed by, or associated with, the
Company or a direct or indirect subsidiary thereof, the Cash Component
shall immediately vest in full in the Grantee.
(e) Notwithstanding the foregoing, in the event the termination of the
Grantee's employment as a result of Grantee's retirement at the normal
retirement age of 62 or thereafter prior to the Early Vesting Date, a
prorated portion of the Cash Component (to the extent it would have vested
as of the Early Vesting Date pursuant to Section 6(a) if the Grantee had
remained employed by or associated with the Company or a subsidiary thereof
on such date), based upon the proportion that the number of whole months of
employment during the 36 months (three fiscal years) plan cycle bears to
the full 36 months plan cycle, shall vest and become payable as of the
Early Vesting Date.
(f) If the Grantee's employment or association with the Company or its direct
or indirect subsidiaries is terminated for any reason other than those
specified in Sections 6(b) and (c) above, including, without limitation, or
by voluntary termination by the Grantee or by termination by the Company or
any of its direct or indirect subsidiaries, whether or not for cause, in
any case prior to the Early Vesting Date, then, except as set forth in
Section 6(e) above and except otherwise determined by the Committee in
accordance with the 1999 Plan, the right to receive all such Cash Component
shall automatically be forfeited to the Company on and as of the date of
such termination.
(g) If the Cash Component or any portion thereof is not vested by the Early
Vesting Date, the Cash Component or such portion of the Cash Component as
shall not have so vested shall be forfeited as of such date.
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7. Removal of Legend.
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After any of the Restricted Shares shall have vested pursuant to
Section 5 and the restrictions thereon have lapsed, the Grantee or such other
person or persons in whom the Vested Shares have vested shall be entitled to
have the restrictive legend removed from each certificate representing the
Vested Shares and to have a new, unlegended certificate representing the Vested
Shares delivered to him. The Grantee shall, promptly following the Committee's
determination that Restricted Shares have vested, deliver to the Company each
stock certificate issued to the Grantee representing any Vested Shares. The
Company shall, as soon as practicable thereafter, issue to the Grantee an
unlegended stock certificate or unlegended stock certificates representing the
Vested Shares. The Grantee shall be free to hold or dispose of the Vested
Shares subject to applicable securities laws.
8. General Provisions.
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(a) Administration and Construction. The award of the Restricted Shares and
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Cash Component is made to the Grantee pursuant to the 1999 Plan and is
subject to the terms and conditions thereof. The 1999 Plan is administered
by the Company's Governance Committee (the "Committee"). All
determinations and acts of the Committee as to any matters concerning the
Plan, including interpretations or constructions of this Agreement and of
the Plan, shall be conclusive and binding on the Grantee and any parties
claiming through the Grantee. Without limiting the generality of the
foregoing, any determination as to whether or not, and the extent to which,
the conditions set forth in Exhibit A for early vesting of Restricted
Shares and the vesting of the Cash Component have been met by the Company,
or whether or not any other event has occurred or failed to occur which
causes the Restricted Shares, Cash Component, or any part of them to be
vested or forfeited pursuant to this Agreement or the 1999 Plan, shall be
made by the Committee in accordance with the FY2001 LTIP and the 1999 Plan.
(b) Conditions to Issuance of Restricted Shares. Notwithstanding anything
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contained herein to the contrary, the shares of Restricted Stock issuable
to the Grantee may be issued from either previously authorized but unissued
shares of Common Stock, or issued shares which have been reacquired by the
Company. The Company may postpone the time of delivery of certificate(s)
representing any Restricted Shares or Vested Shares for such time as the
Company shall deem necessary or desirable to enable it to comply with the
requirements of any securities exchange upon which the Common Stock may be
listed, or the requirements of the Securities Act of 1933, as amended, the
Securities Act of 1934, as amended, any rules or regulation of the
Securities and Exchange Commission promulgated thereunder, or any
applicable state laws relating to the authorization, issuance or sale of
securities.
(c) Withholding. The Company shall have the right to withhold from any
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payments to be made to the Grantee (whether under this Agreement or
otherwise) any taxes the Company determines it is required to withhold with
respect to the award of the Cash Component or the Restricted Shares under
the laws and regulations of any governmental authority, including, without
limitation, taxes in connection with the issuance or transfer of any of the
Restricted Shares or the lapse of restrictions on any of the Restricted
Shares or the payment of the Cash Component or any part thereof.
(d) Agreement Binding. This Agreement shall be binding upon and inure to the
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benefit of the Company, its successors and assigns, including any assignee
of the Company
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and any successor to the Company by merger, consolidation or
otherwise, and the Grantee and his heirs, devises and legal
representatives.
(e) No Employment Rights. None of the award of the Cash Component or the
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Restricted Shares, entry into this Agreement, adoption of the FY2001 LTIP
or the 1999 Plan confers upon the Grantee any right to continued employment
by, or association with, the Company or any of its direct or indirect
subsidiaries, or shall in any way affect the right of the Company or any of
its direct or indirect subsidiaries to dismiss, or otherwise terminate the
employment, or association with the Company, of the Grantee at any time for
any reason or no reason, and without liability therefor. Neither the
Company nor any of its direct or indirect subsidiaries shall have any
liability for or in respect of any forfeiture of Cash Component or
Restricted Shares which may result under this Agreement if the Grantee's
employment or association is so terminated. The award of cash and
Restricted Shares shall not be deemed a part of the Grantee's regular,
recurring compensation for any purpose, including, without limitation, for
the purposes of any termination indemnity or severance pay law of any
jurisdiction.
(f) Recapitalization. In the event of (i) any change in the outstanding Common
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Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger or similar event, (ii)
any other change affecting the Common Stock or any distribution (other than
normal cash dividends) to holders of Common Stock, or (iii) a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Restricted Shares shall be treated in
the same manner as the Common Stock generally, subject to the restrictions
contained in this Agreement.
(g) Notices. Each notice relating to this Agreement, the Cash Component and
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the Restricted Shares shall be in writing and delivered in person or by
certified mail to the proper address. All notices to the Company shall be
addressed to it at its offices at 000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000, attention of the Committee, c/o the Company's Secretary, and shall
become effective when received by the Secretary. All notices to the
Grantee or other person or persons then entitled to exercise any rights
with respect to this Agreement shall be addressed to the Grantee or such
other person or persons at the Grantee's address shown in the records of
the Company. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect.
(h) Governing Law. This Agreement and all determinations made and actions
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taken pursuant hereto, to the extent not otherwise governed by the Internal
Revenue Code of 1986, as amended from time to time, or the securities laws
of the United States, shall be governed by and construed under the laws of
the State of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Grantee has signed his name, as
of the date first written above.
SENSORMATIC ELECTRONICS CORPORATION
By:
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Per-Xxxx Xxxx
President and Chief Executive Officer
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