Exhibit 99.3
THERMO ELECTRON CORPORATION
[NAME OF EQUITY INCENTIVE PLAN]
RESTRICTED STOCK AGREEMENT
Marijn X. Xxxxxxx
Name of Recipient
XXXX
Number of Restricted Shares of Common Stock
Awarded
Vesting Schedule for Restricted Shares Awarded:
[# of Shares] [Vesting Date]
XXXX
Grant Date
Thermo Electron Corporation (the "Company") has selected you to receive
the restricted stock award identified above, subject to the provisions of the
[Name of Equity Incentive Plan] (the "Plan") and the terms, conditions and
restrictions contained in this agreement (the "Agreement"). Please confirm your
acceptance of this Award, your agreement to other terms of the Plan and this
Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum
regarding the tax treatment of awards of restricted stock, by signing both
copies of this Agreement. You should keep one copy for your records and return
the other copy promptly to the Stock Option Manager of the Company, c/o Thermo
Electron Corporation, 00 Xxxxx Xxxxxx, Xxxx Xxxxxx Xxx 0000, Xxxxxxx,
Xxxxxxxxxxxxx 00000-0000.
THERMO ELECTRON CORPORATION
By: -----------------------
Accepted and Agreed:
----------------------------
Marijn X. Xxxxxxx
1. Preamble. This Agreement contains the terms and conditions of an
award of shares of restricted stock of the Company (the "Restricted Shares")
made to the Recipient identified on the first page of this Agreement pursuant to
the Plan. Any consideration due to the Company on the issuance of the Restricted
Shares has been deemed to be satisfied by past services rendered by the
Recipient to the Company. For purposes of this Agreement, the defined terms used
herein and not otherwise defined shall have the meaning set forth in that
certain Amended and Restated Employment Agreement dated as of November 21, 2002
by and between the Recipient and the Company, as the same may be amended from
time to time (the "Employment Agreement").
2. Restrictions on Transfer. The Restricted Shares shall not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of, until and
unless the Restricted Shares shall have vested as provided in Section 3 of this
Agreement.
3. Vesting. The term "vest" as used in this Agreement means the
lapsing of the restrictions that are described in this Agreement with respect to
the Restricted Shares. The Restricted Shares shall vest in accordance with the
schedule set forth on the first page of this Agreement, provided in each case
that the Recipient is then, and since the Grant Date has continuously been,
employed by the Company or its Affiliates. Notwithstanding the foregoing, the
Recipient shall become vested in the Restricted Shares prior to the vesting
dates set forth on the first page of this Agreement in the following
circumstances:
(a) Immediately prior to the consummation of a Change in Control,
all Restricted Shares that have not previously been forfeited shall immediately
vest; provided that the Recipient is then employed by the Company or its
Affiliates.
(b) In the event of the Recipient's death or Disability, all
Restricted Shares that have not previously been forfeited shall immediately
vest; provided that the Recipient was employed by the Company or its Affiliates
immediately prior to the date of death or Disability.
(c) In the event Recipient's employment is terminated by the
Company without Cause or in the event the Recipient terminates employment for
Good Reason (it being understood that in this context, a termination of
employment by the Company without Cause or by the Recipient with Good Reason
does not include a termination due to the Recipient's death or Disability or a
termination with Cause or without Good Reason), all Restricted Shares that have
not previously been forfeited shall immediately vest.
4. Forfeiture. In the event the Company terminates the Recipient's
employment for Cause or the Recipient terminates his employment on his own
initiative (it being understood that in this context, a termination of
employment on the Recipient's own initiative does not include a termination due
to his death or Disability or with Good Reason), all Restricted Shares that have
not previously been forfeited on such date shall be immediately forfeited to the
Company.
5. Dividends and Voting Rights. The Recipient shall be entitled to any
and all dividends or other distributions paid with respect to the Restricted
Shares which have not been forfeited or otherwise disposed of and shall be
entitled to vote any such Restricted Shares; provided however, that any property
(other than cash) distributed with respect to Restricted Shares, including
without limitation a distribution of shares of the Company's stock by reason of
a stock dividend, stock split or otherwise, or a distribution of other
securities based on the ownership of
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Restricted Shares, shall be subject to the restrictions of this Restricted
Stock Agreement in the same manner and for so long as the Restricted Shares
remain subject to such restrictions, and shall be promptly forfeited to the
Company if and when the Restricted Shares are so forfeited.
6. Certificates. (a) Legended Certificates. The Recipient is executing
and delivering to the Company blank stock powers to be used in the event of
forfeiture. Any certificates representing unvested Restricted Shares shall be
held by the Company, and any such certificate (and, to the extent determined by
the Company, any other evidence of ownership of unvested Restricted Shares)
shall contain the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) OF AN EQUITY INCENTIVE PLAN OF THERMO
ELECTRON CORPORATION AND A RESTRICTED STOCK AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND THERMO ELECTRON CORPROATION.
COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF
THERMO ELECTRON CORPORATION.
(b) Book Entry. If unvested Restricted Shares are held in book
entry form, the Recipient agrees that the Company may give stop transfer
instructions to the depository to ensure compliance with the provisions of this
Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares may
be held in book entry form on the books of the Company's depository (or another
institution specified by the Company), and irrevocably authorizes the Company to
take such actions as may be necessary or appropriate to effectuate a transfer of
the record ownership of any such shares that are unvested and forfeited
hereunder, (ii) agrees to deliver to the Company, as a precondition to the
issuance of any certificate or certificates with respect to unvested Restricted
Shares, one or more stock powers, endorsed in blank, with respect to such
shares, and (iii) agrees to sign such other powers and take such other actions
as the Company may reasonably request to accomplish the transfer or forfeiture
of any unvested Restricted Shares that are forfeited hereunder.
7. Unrestricted Shares. As soon as practicable following the vesting
of any Restricted Shares the Company shall cause a certificate or certificates
covering such shares, without the legend contained in Section 6(a), to be issued
and delivered to the Recipient, subject to the payment by the Recipient by cash
or other means acceptable to the Company of any federal, state, local and other
applicable taxes required to be withheld in connection with such vesting. The
Recipient understands that once a certificate has been delivered to the
Recipient in respect of Restricted Shares which have vested, the Recipient will
be free to sell the shares of common stock evidenced by such certificate,
subject to applicable requirements of federal and state securities laws.
8. Tax Withholding. The Recipient expressly acknowledges that the
award or vesting of the Restricted Shares will give rise to "wages" subject to
withholding. The Recipient expressly acknowledges and agrees that the
Recipient's rights hereunder are subject to the Recipient's
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paying to the Company in cash (or by such other means as may be acceptable to
the Company in its discretion, including by the delivery of previously acquired
shares of common stock of the Company or by having the Company hold back from
the shares to be delivered, shares of the Company's common stock having a value
calculated to satisfy the withholding requirement) all federal, state, local and
any other applicable taxes required to be withheld in connection with such award
or vesting. If the withholding obligation is not satisfied by the Recipient
promptly, the Company may, without further consent from the Recipient, have the
right to deduct such taxes from any payment of any kind otherwise due to the
Recipient, including but not limited to, the hold back from the shares to be
delivered pursuant to Section 7 of this Agreement of that number of shares
calculated to satisfy all federal, state, local or other applicable taxes
required to be withheld in connection with such award or vesting.
9. Administration. The Board of Directors of the Company, or the
Compensation Committee or other committee designated in the Plan, shall have the
authority to manage and control the operation and administration of this
Agreement. Any interpretation of the Agreement by any of the entities specified
in the preceding sentence and any decision made by any of them with respect to
the Agreement is final and binding. Notwithstanding the foregoing, any dispute
relating to the vesting provisions in Section 3 of this Agreement shall be
determined in accordance with Section 14 of the Employment Agreement.
10. Plan Definitions. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which has already been provided to the Recipient.
11. Amendment. This Agreement may be amended only by written agreement
between the Recipient and the Company, without the consent of any other person.
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