Exhibit (e)(4)(xxxvii)
----------------------
FY2002 LONG TERM INCENTIVE PLAN AGREEMENT
FY2002 LONG TERM INCENTIVE PLAN AGREEMENT (the "Agreement"), dated as
of the 1st day of July, 2001, between SENSORMATIC ELECTRONICS CORPORATION, a
Delaware corporation (the "Company"), and Employee_Name (the "Grantee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has adopted the FY2002 Long Term Incentive Plan
(the " FY2002 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 FY2002 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 have
-----------
the meanings ascribed to them in the 1999 Plan.
2. Issuance of Shares; Cash Component; Legend.
------------------------------------------
(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 FY2002 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. 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. 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.
----------------------------
(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, 2004 (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, 2004 shall be $32 or more.
(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
2
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.
-------------------------
(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, 2002
shall be $22 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,
2003 shall be $27 or more, and (iii) as to an additional one-third of such Cash
Component if such average closing price for the period from August 1 through
September 30, 2004 shall be $32 or more; provided, however, that no amounts
which otherwise
3
may have accrued under the foregoing clauses (i) and (ii) shall be payable
unless the performance measurement under the foregoing clause (iii) above shall
also have been attained.
(b) Notwithstanding the foregoing, in the event of the Grantee's
death 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 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, 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.
4
7. Removal of Legend. 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.
------------------
(a) Administration and Construction. The award of the Restricted
-------------------------------
Shares and 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 FY2002 LTIP and the 1999
Plan.
(b) Conditions to Issuance of Restricted Shares. Notwithstanding
-------------------------------------------
anything 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 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 benefit of the Company, its successors and assigns, including any
assignee of the Company
5
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 Restricted Shares, entry into this Agreement, adoption of the FY2002 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 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 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 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.
6
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:
------------------------
Per-Xxxx Xxxx
President and Chief Executive Officer
7
