EXHIBIT 10.22
RESTRICTED STOCK AWARD AGREEMENT
BETWEEN
IDEX CORPORATION AND XXXXXXX X. XXXXX
This Agreement is made as of the 14th day of January, 2004 (hereafter
the "Effective Date"), between IDEX Corporation, a Delaware corporation with its
executive offices at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000
("IDEX"), and Xxxxxxx X. Xxxxx, an individual residing at 00000 Xxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 (the "Executive").
WITNESSETH:
WHEREAS, in order to entice Executive to accept employment with IDEX
and in view of the key role the Executive will play in the success of IDEX and
its subsidiaries, and the desire that he accepts employment as Vice President
and Chief Financial Officer of IDEX, the Compensation Committee of the Board of
Directors of IDEX (the "Committee") now believes that it is appropriate to make
an award of Restricted Stock to the Executive; and
WHEREAS, the Committee desires that the award be evidenced by a written
agreement, executed by IDEX and the Executive, containing such restrictions,
terms and conditions as may be required by the Committee;
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Executive and IDEX hereby agree as follows:
1. Award.
As of the Effective Date, IDEX hereby grants to the Executive
an award (the "Award") of 20,000 Shares of IDEX's common stock
("Restricted Shares") subject to the restrictions, terms and conditions
set forth below.
2. Vesting of the Award.
(a) The Restricted Shares awarded under the Award shall vest
subject to the Executive remaining employed by IDEX as follows:
(i) 50% of the Restricted Shares shall vest on the fourth
anniversary of the Effective Date; and
(ii) 50% of the Restricted Shares shall vest on the fifth
anniversary of the Effective Date.
(b) Notwithstanding any other provision in this Agreement to the
contrary, in the event of a Change in Control, as defined in the 2001
Stock Plan for Officers of IDEX Corporation (the "Officers Plan"), then
all Restricted Shares shall vest in full immediately.
(c) Notwithstanding the provisions in Section 2(a), if the
Executive's employment is terminated by IDEX without cause; then, all
unvested Restricted Shares under the Award shall vest immediately. For
this purpose, "cause" shall mean the Executive's willful misconduct or
fraudulent behavior.
(d) Until a Restricted Share vests, the Executive acknowledges
that he may not, and agrees that he shall not, transfer his rights to
such Restricted Share. Until a Restricted Share vests, no attempt to
transfer such Restricted Share, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the transferee with any
interest or right in or with respect to such Restricted Share.
(e) The Executive will receive all dividends paid on the
Restricted Shares and will be entitled to vote the Restricted Shares.
3. Termination.
(a) If the Executive ceases to be an employee by reason of
disability or death prior to the vesting of the Restricted Shares, then
the Executive or his estate shall be entitled to receive the unvested
shares of the Award. No transfer, by will or by the laws of the descent
and distribution, of the Common Shares which vest by reason of the
Executive's death shall be effective to bind IDEX unless the Committee
shall have been furnished with (i) written notice thereof and a copy of
the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and (ii) an agreement by the
transferee to comply with the terms and conditions of this Agreement
that were or would have been applicable to the Executive.
(b) Notwithstanding the provisions in Section 2(a), the
Executive's resignation will result in forfeiture of the awarded
Restricted Shares. If the Executive ceases to be an employee of IDEX
prior to the vesting of the Restricted Shares for any reason other than
by reason of disability or death or as provided in Section 2(c), the
Executive's rights to any unvested shares of the Award shall be
immediately and irrevocably forfeited.
4. Insurance and Custody Certificate.
(a) IDEX shall cause to be issued one or more stock certificates,
registered in the name of the Executive evidencing the Restricted
Shares awarded pursuant to Section 1. Each such certificate shall bear
the following legends:
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The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
thus may not be offered for sale, sold, transferred or
otherwise disposed of unless registered under the Securities
Act of 1933, as amended, or unless an exemption from such
registration is available.
The shares of stock represented by this certificate are
subject to forfeiture and the transferability of this
certificate and the shares of stock represented hereby are
subject to the restrictions, terms and conditions (including
restrictions against transfer) contained in a Restricted Stock
Award Agreement dated January 13, 2003, entered into between
the registered owner of such shares and IDEX Corporation. A
copy of the Agreement is on file in the office of the
Secretary of IDEX Corporation, Xxxxx 000, 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000.
(b) Each Certificate issued pursuant to Section 4(a), together
with stock powers duly executed in blank relating to such Restricted
Shares, shall be deposited by IDEX with the Secretary of IDEX or a
custodian designated by such Secretary. The Secretary or such custodian
shall issue a receipt to the Executive evidencing the certificates held
which are registered in the name of the Executive.
(c) Promptly after any Restricted Shares vest pursuant to Section
2 of this Agreement, IDEX shall cause to be issued certificates
evidencing such Restricted Shares, free of the second legend provided
in Section 4(a) and shall cause such certificates to be delivered to
the Executive (or the Executive's legal representatives, beneficiaries
or heirs) and to return the related stock power.
(d) The Executive shall not be deemed for any purpose to be, or
have rights as, a shareholder of IDEX by virtue of the Award, until a
stock certificate is issued therefore pursuant to Section 4(a).
5. Agreements of the Executive.
The Executive acknowledges that: (a) this Agreement is not a
contract of employment and the terms of the Executive's employment
shall not be affected in any way by this Agreement except as
specifically provided in this Agreement; (b) the Award made by this
Agreement shall not confer any legal rights upon the Executive for
continuation of employment or interfere with or limit the right of IDEX
to terminate the Executive's employment at any time; and (c) the
Committee may amend, suspend or terminate this Agreement or any part
thereof at any time provided that no amendment, suspension or
termination (other than that resulting from termination of employment
of the Executive) shall be made or effected which would adversely
affect any right of the Executive with respect to the Award made by
this Agreement without the written consent
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of the Executive unless such amendment, termination or suspension is
required by applicable law.
6. Legal Compliance Restrictions.
IDEX shall not be obligated to issue or deliver any
certificates evidencing Restricted Shares awarded by this Agreement
unless and until IDEX is advised by its counsel that the issuance and
delivery of such certificates are in compliance with all applicable
laws, regulations of governmental authorities and the requirements of
the New York Stock Exchange or any other exchange upon which Shares of
IDEX are traded.
7. Withholding Taxes.
The Executive agrees to pay or make arrangements for the
payment to IDEX of the amount of any taxes that IDEX is required by law
to withhold with respect to the Award made by this Agreement. Such
payment shall be due on the date IDEX is required to withhold such
taxes. The Executive may satisfy any such tax obligation, in whole or
in part, by (i) electing to have IDEX withhold Restricted Shares
otherwise to be delivered with a fair market value equal to the minimum
amount of any such tax withholding obligation, or (ii) electing to
surrender to IDEX previously owned Restricted Shares with a fair market
value equal to the minimum amount of any such tax withholding
obligation. The election must be made on or before the date that the
amount of the tax to be withheld is determined. In the event that
payment is not made when due, IDEX shall have the right (a) to retain,
or sell within 10 days notice or such longer notice as may be required
by applicable law, a sufficient number of the Restricted Shares subject
to the Award made to the Executive in order to cover all or part of the
minimum amount required to be withheld; (b) to deduct, to the extent
permitted by law, from any payment of any kind otherwise due to
Executive from IDEX all or part of the minimum amount required to be
withheld or (c) to pursue any other remedy at law or in equity.
8. Stock Splits, Recapitalizations, Acquisitions, etc.
In the event of any change in the number of outstanding Shares
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate
change, the number and kind of shares subject to this Agreement shall
be appropriately and equitably adjusted by the Committee. If changes in
capitalization of IDEX other than those referred to above shall occur,
the Committee shall make such adjustments in the number and kind of
shares available under this Agreement as the Committee in good faith
may deem appropriate and equitable. Unless the Committee otherwise
determines, the Employee's right in respect of such securities and
other property shall not vest until such Restricted Share would have
vested and no such securities or other property shall be issued or
delivered until such Restricted Share would be issued or delivered.
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9. Notices.
All written Communications to parties required hereunder must
be in writing and (a) delivered in person, (b) mailed by registered or
certified mail, return receipt requested, (such mailed notice to be
effective 4 days after the date it is mailed) or (c) sent by facsimile
transmission, with confirmation sent by way of one of the above
methods, to the party at the address given below for the party (or to
any other address as the party designates in writing complying with
this Section, delivered to the other party):
If to IDEX:
IDEX Corporation
Xxxxx 000
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Vice President - General Counsel
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to:
Xxxxxx & Xxxxxxx, LLP
Sears Tower, Suite 5800
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxxxxxx X. Xxxxxxx, Esq.
Telephone: 000-000-0000
Telecopier: 000-000-0000
If to the Executive:
At the address on file with IDEX.
10. Illinois Law.
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This Agreement is made and accepted in the State of Illinois.
The laws of the State of Illinois shall control the interpretation and
performance of the terms of this Agreement.
11. Binding Effect.
This Agreement shall be binding upon, and shall inure to the
benefit of, the respective successors, assigns, heirs, executors,
administrators and guardians of the parties hereto.
12. Severability.
Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be enforceable under applicable law.
However, if any provision of this Agreement is deemed unenforceable
under applicable law by a court having jurisdiction, the provision will
be unenforceable only to the extent necessary to make it enforceable
without invalidating the remainder thereof or any of the remaining
provisions of this Agreement.
13. Miscellaneous.
This Agreement (a) may not be amended, modified or terminated
orally or by any course of conduct pursued by IDEX or the Executive,
but may be amended, modified or terminated only by a written agreement
duly executed by IDEX and the Executive, (b) is binding upon an inures
to the benefit of IDEX and the Executive and each of their respective
heirs, representatives, successors and assignees, and (c) constitutes
the entire agreement between IDEX and the Executive with respect to the
subject matter of this Agreement, and supersedes all oral and written
proposals, representations, understandings and agreements previously
made or existing with respect to the subject matter.
14. Multiple Counterparts.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Any party may execute
this Agreement by facsimile signature and the other party shall be
entitled to rely on such facsimile signature as evidence that this
Agreement has been duly executed by such party. Any party executing
this Agreement by facsimile signature shall immediately forward to the
other party an original signature page by overnight mail.
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IN WITNESS WHEREOF, IDEX and the Executive have caused this
Agreement to be executed and delivered, all as of the day and year first above
written.
EXECUTIVE
__________________________________________
Xxxxxxx X. Xxxxx
Date: ___________
IDEX CORPORATION
By: /s/ Xxxxx Xxxxxx
-----------------------------
Date: 01/14/04
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