CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT
Exhibit 10(P)
XXXXXXXXX TECHNOLOGY CORPORATION
STOCK-BASED INCENTIVE COMPENSATION PLAN
FOR OFFICERS AND KEY EMPLOYEES
THREE-YEAR PERFORMANCE STOCK UNIT
AWARD AGREEMENT
AGREEMENT, effective as of [DATE] (the “Award Date”) by and between XXXXXXXXX TECHNOLOGY CORPORATION (the “Company”) and [ ] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the XXXXXXXXX TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), a copy of which is attached. The terms, conditions and provisions of the Plan are applicable to this Award Agreement and are incorporated by reference.
1. Grant of Award. Participant has been granted an Award of Performance Stock Units under the Plan comprised of an aggregate of the number of Performance Stock Units set forth below (collectively, the “Units”).
2. Performance Goal. Performance Stock Units awarded hereunder shall become Earned Units based on the attainment of the Performance Goals during the Performance Period, both as set forth on Schedule A, provided that the Participant remains continuously employed by the Company or a Subsidiary throughout the Performance Period, except as otherwise provided in Section 4 hereof. Any Performance Stock Units which do not become Earned Units shall be forfeited.
3. Conditions of Forfeiture. Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the Performance Period immediately upon termination of Participant’s employment with the Company and its Subsidiaries. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.
4. Lapse of Restrictions on Death, Disability or Retirement. Notwithstanding any provision hereof to the contrary, in the event of termination of Participant’s employment prior to the end of the Performance Period by reason of (i) death, (ii) Disability or (iii) unless otherwise determined by the Committee, Retirement, the Units shall not be forfeited and the Participant shall be vested in not less than a pro rata portion of the Units that become Earned Units at the expiration of the Performance Period, based on the number of days during the applicable Performance Period during which the Participant was employed. Upon a Participant’s Retirement all unvested Earned Units shall be forfeited; provided however, that the Committee reserves the right to vest unvested Earned Units.
5. Time and Form of Payment. Payment of vested Earned Units shall be made as soon as practicable (but not later than 30 days) following the close of the Performance Period; provided, however, that in the event of a Participant’s death, Disability or Retirement that constitutes a
“Separation from Service” within the meaning of Code Section 409A during the Performance Period, payment of the vested Earned Units shall be made within ninety (90) days following the end of the Performance Period. Payment shall be in the form of a number of shares of Common Stock equal to the number of Earned Units subject hereto.
Notwithstanding anything herein to the contrary, if the Participant’s Award is subject to the application of Code Section 409A and if the Participant is a “Specified Employee” within the meaning of Code Section 409A and the Treasury regulations and other guidance thereunder, the Participant may not receive payment with respect to any Earned Units that are payable as a result of the Participant’s separation from service, earlier than 6 months following the Participant’s separation from service, except that in the event of the Participant’s earlier death, such Earned Units shall be paid within 30 days after the Company receives notice of the Participant’s death.
6. Voting Rights. The Participant will not have the right to vote with respect to the Units prior to payment of Common Stock in satisfaction of the Earned Units.
7. Change in Control. Upon the occurrence of a Change in Control, any remaining conditions on forfeiture with respect to the Units shall immediately lapse and the Performance Goals will be deemed satisfied at the target level of performance pursuant to Section 8 of the Plan.
8. Tax Withholding. Participant authorizes the Company to deduct, to the extent required by statute or regulation, from payments of any kind due to Participant or anyone claiming through Participant, the aggregate amount of any federal, state, local or other taxes required to be withheld in respect of any present or future Award under the Plan.
9. Non-competition Covenant. This Section 9 shall be and become effective upon the Participant’s termination of Company employment or otherwise at the Committee’s (as defined in the Plan) discretion.
(a). Participant’s Promises. Participant shall not for a period of eighteen (18) months after termination of Company employment, either himself/herself or together with other persons, directly or indirectly, (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of or become the employee, consultant or independent contractor of any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, or metal fabricated parts or components similar to or competitive with those manufactured by the Company as of the date the Participant’s Company employment ends; (ii) offer services to any business that is or has been at any time during a period of three (3) years prior to the Participant’s termination of Company employment a customer, vendor or contractor of the Company; or (iii) solicit any employee of the Company to terminate his or her employment with the Company for purposes of hiring such employee or hire any person who is an employee of the Company.
(b). Remedies. Participant acknowledges and agrees that in the event that Participant breaches any of the covenants in this Section 9, the Company will suffer immediate and irreparable harm and injury for which the Company will have no adequate remedy at law.
Accordingly, in the event that Participant breaches any of the covenants in this Section 9, the Company shall be absolutely entitled to obtain equitable relief, including without limitation temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance. The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Company. In addition to the other remedies in this Section to which the Company may be entitled, the Company shall receive attorneys’ fees and any other expenses incident to its maintenance of any action to enforce its rights under this Agreement.
10. Severability. The covenants in this Agreement are severable, and if any covenant or portion thereof is held to be invalid or unenforceable for any reason, such covenant or portion thereof shall be modified to the extent necessary to cure such invalidity or unenforceability and all other covenants and provisions shall remain valid and enforceable.
11. Notices to Participant. Any notices or deliveries to Participant hereunder or under the Plan shall be directed to Participant at the address reflected for Participant on the Company’s payroll records or at such other address as Participant may designate in writing to the Company.
12. Binding Effect. Subject to the terms of the Plan, this Agreement shall be binding upon and inure to the benefit of the Company and its assigns, and Participant, his/her heirs and personal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) set forth below.
XXXXXXXXX TECHNOLOGY CORPORATION
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Xxxxxxx X. Xxxxxxxx |
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President and Chief Executive Officer |
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PARTICIPANT |
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Date: |
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Number of Award Units:
[UP TO [MAX NUMBER] AS DETERMINED PURSUANT TO SCHEDULE A]
SCHEDULE A
PERFORMANCE GOALS AND PERFORMANCE PERIOD
Performance Period Fiscal Year 20
Performance Goals The number of Performance Stock Units that become Earned Units is determined based on the level of achievement during the Performance Period based on the following metric(s):
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Earned Units |
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Metric |
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Threshold |
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Maximum |
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