Exhibit 30
RESTRICTED STOCK AGREEMENT
AGREEMENT dated this 20th day of August, 1998, by and between AMP
Incorporated, a Pennsylvania corporation with its principal offices located
in Harrisburg, Pennsylvania ("AMP") and Xxxxxx X. Xxxx, of Harrisburg,
Pennsylvania ("Xxxx").
WHEREAS, Xxxx has been appointed as of the date hereof to the
positions of Chairman of the Board and Chief Executive Officer of AMP and,
in connection with such appointment, AMP has agreed to make the grant of
restricted stock on the terms set forth herein;
WHEREAS, both AMP and Xxxx desire to set forth in writing the nature
of the above described grant of restricted stock and its contractual
limitations.
NOW THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Grant.
1.1. AMP hereby grants to Xxxx 25,000 shares of common stock of AMP,
subject to the restrictions set forth under Sections 2 and 3
hereof (the "Shares"). The Shares distributed to Xxxx hereunder
will be issued shares reacquired on the open market by and held
in the treasury of AMP. No Shares distributed pursuant to this
Agreement will have been registered under the Securities Act of
1933, as amended (the "Securities Act"). The Shares include the
25,000 shares granted hereunder, as adjusted in the event of any
subsequent stock dividend, dividend reinvestment,
recapitalization, merger, consolidation, split-up, combination,
exchange of shares or similar event.
2. Restrictions.
2.1. The Shares are subject to the following restrictions:
x. Xxxx'x ownership of the Shares shall vest on the earlier of
(i) August 1, 2006 (his normal retirement date), (ii) the
date of Xxxx'x death or disability, (iii) the termination of
Xxxx'x employment with AMP that is mutually agreed upon by
the parties.
b. Upon a Change of Control (as defined below), then, subject
to Section 2.1.g. below, the Shares shall be cancelled and
AMP agrees to thereafter pay Xxxx an amount equal to the
value of the Shares, calculated based on the last closing
price of the AMP common stock on the New York Stock Exchange
Composite Tape prior to the Change of Control. This payment
shall be made on the earliest of (i) August 1, 2006, (ii)
the date of Xxxx'x earlier death or disability, and (iii)
the date of termination of Xxxx'x employment with AMP that
is mutually agreed upon by the parties.
c. Upon any termination of Xx. Xxxx'x employment not described
in clauses (i), (ii) or (iii) of Section 2.1(a) hereof,
which termination occurs prior to a Change of Control, the
Shares shall be forfeited and promptly returned to AMP
without further consideration. For purposes of this
Agreement, termination of employment means the termination
of employment by AMP or by a subsidiary of AMP, but not the
transfer of employment from AMP to a subsidiary or vice
versa, or from one subsidiary of AMP to another such
subsidiary. For purposes of this subsection 2.1(c),
employment shall not be considered as terminated if Xxxx
continues to perform services for AMP or a subsidiary
thereof on either a full or part-time basis either as an
independent contractor or on a consulting basis or
otherwise, provided, however, that Xxxx during such period
does not, whether full time or part time, engage in or
perform any services as an employee, independent contractor,
consultant, advisor or otherwise for a business that is
engaged in the manufacture, sale or other disposition of a
product or products that are in competition to a product or
products of AMP or its subsidiaries, partnerships or joint
ventures.
d. Except as provided hereafter, no Shares may be transferred
by Xxxx prior to the vesting of such shares as set forth in
Subsection 2.1(a) above. "Transferred" means any change of
ownership of a Share, including without limitation being
sold, assigned, exchanged, gifted or granted, pledged or
hypothecated.
e. For the purpose of this Agreement, a change of control of
AMP ("Change of Control") shall be deemed to have occurred
if the event set forth in any one of the following
paragraphs shall have occurred:
(i) any Person (as defined below) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), directly or indirectly, of securities
of AMP (not including in the securities beneficially
owned by such Person any securities acquired directly
from AMP or its affiliates) representing 30% or more of
either the then outstanding shares of common stock of
AMP or the combined voting power of AMP's then
outstanding securities; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on the date hereof,
constitute the Board of Directors of AMP (the "Board")
and any new director (other than a director whose
initial assumption of office is in connection with an
actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of AMP) whose appointment or
election by the Board or nomination for election by
AMP's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose
appointment, election or nomination for election was
previously so approved; or
(iii) there is consummated a merger or consolidation of
AMP with any other corporation or the issuance of
voting securities of AMP in connection with a merger or
consolidation of AMP (or any direct or indirect
subsidiary of AMP) pursuant to applicable stock
exchange requirements, other than (A) a merger or
consolidation that would result in the voting
securities of AMP outstanding immediately prior to such
merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof) at least 66 2/3% of the combined voting power
of the voting securities of AMP, or such surviving
entity or any parent thereof, outstanding immediately
after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization
of AMP (or similar transaction) in which no Person is
or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly,
of securities of AMP (not including in the securities
beneficially owned by such Person any securities
acquired directly from AMP or its affiliates)
representing 30% or more of either the then outstanding
shares of common stock of AMP or the combined voting
power of AMP's then outstanding securities; or
(iv) the stockholders of AMP approve a plan of complete
liquidation or dissolution of AMP or there is
consummated an agreement for the sale or disposition by
AMP of all or substantially all of AMP's assets, other
than a sale or disposition by AMP of all or
substantially all of AMP's assets to an entity, at
least 70% of the combined voting power of the voting
securities of which are owned by Persons in
substantially the same proportions as their ownership
of AMP immediately prior to such sale.
f. For the purpose of this Agreement, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) AMP or any of
its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of AMP or any of
its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of AMP in substantially the same proportions as
their ownership of stock of AMP.
g. If it is determined that application of the provisions of
Subsection 2.1(b) of this Agreement would adversely affect
AMP's ability to consummate a Change of Control transaction
that is intended to be accounted for as a "pooling of
interests," such provision shall not be implemented and, in
lieu thereof, all of the Shares, which would otherwise have
been cancelled and paid in cash in accordance with such
Subsection 2.1(b), shall instead be cancelled, and
unrestricted shares of common stock of AMP or the
corporation or other entity effecting a Change of Control
(in either case, appropriately adjusted to reflect such
transaction) shall be delivered to Xxxx on the earliest of
(i) August 1, 2006, (ii) the date of Xxxx'x death or
disability, and (iii) the date of termination of Xxxx'x
employment with AMP that is mutually agreed upon by the
parties.
3. Compliance with SEC Regulations.
3.1. Separate and apart from the restrictions contained in Section 2
hereof, the Federal securities laws and the rules and regulations
thereunder impose certain restrictions on the resale, reoffer or
other disposition of shares of AMP common stock that are
unregistered under the Securities Act and/or are held by persons
who are "affiliates" of AMP, as that term is defined in Rule 405
promulgated under the Securities Act. In view of the fact that
the grant of Shares under this Agreement consists of unregistered
AMP common stock and, further, because Xxxx is an "affiliate" of
AMP, an effective registration statement must be filed under the
Securities Act covering the resale or reoffer of the Shares, or
he must comply with the requirements of Rule 144 under the
Securities Act before he can publicly sell or reoffer the Shares,
or he must otherwise rely on one of the other exemptions from
registration that may be available. None of the provisions of
this Agreement shall relieve Xxxx of his obligations to comply
with applicable Federal and state securities laws in connection
with the Shares and transactions related to the Shares.
4. Legends.
4.1. Each certificate evidencing the Shares shall bear three legends
in the following forms:
a. "The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended
(the "Act"), or under the securities laws of any state.
These shares may not be sold, offered for sale, transferred,
pledged or hypothecated in the absence of an effective
registration statement for the shares under the Act and
applicable state securities laws, or an opinion of counsel
and other assurances satisfactory to AMP Incorporated, prior
to the transaction, that registration is not required under
the Act or under the securities laws of any state."
b. "The registered holder of the shares represented by this
certificate may, at the time of issuance thereof, be deemed
an affiliate of the issuer under the Securities Act of 1933,
as amended."
c. "The shares represented by this certificate are subject to,
and may not be transferred except in compliance with, a
Restricted Stock Agreement dated August 20, 1998 between AMP
Incorporated and Xxxxxx X. Xxxx. These shares are subject
to forfeiture in the event of a breach of the terms and
conditions of said Restricted Stock Agreement. A copy of
that Agreement is available without cost from AMP
Incorporated, Harrisburg, Pennsylvania."
4.2. In order to facilitate any sale or other disposition of the
Shares by Xxxx to persons entitled to take the Shares free and
clear of the restrictions of this Agreement, AMP agrees to
promptly issue, in exchange for legended certificates for the
Shares, unlegended certificates upon written request therefor
from Xxxx. Any such request shall contain a representation in
reasonable detail that the Shares represented by such legended
certificates are being transferred in conformance with the terms
of this Agreement.
5. Tax Withholding.
5.1. AMP may deduct from any payment to be made to Xxxx any amount
that Federal, state, local or foreign tax laws requires to be
withheld with respect to the Shares upon the vesting of, or the
lapse of restrictions on, all or any part of the Shares. As
additional methods of accomplishing such withholding, Xxxx may
elect to have AMP withhold from the Shares, or he may surrender
previously acquired shares of common stock, in a number of whole
shares up to but not exceeding that number that has a then-
current fair market value sufficient to cover the amount of taxes
required to be withheld at such time.
6. Waiver of Section 83(b) Election.
6.1. Xxxx acknowledges his knowing waiver of his right under Section
83(b) of the Internal Revenue Code of 1986, as amended, to elect
to have the Shares treated as taxable income for the calendar
year 1998, the year in which the Shares were received by Xxxx,
which tax would have been based on the fair market valuation of
the Shares as of the date of the grant of the Shares to Xxxx.
7. DIVIDENDS.
7.1. Cash dividends paid on the Shares shall, at the election of Xxxx,
either be paid directly to Xxxx or be automatically reinvested in
additional shares of AMP common stock under AMP's Enhanced
Dividend Reinvestment Plan. Any such additional shares, together
with any stock dividends paid on the Shares, shall not be subject
to the terms, conditions and restrictions set forth in this
Agreement and shall be acquired by Xxxx notwithstanding that the
Shares with respect to which such dividend was paid may have been
forfeited under the terms of this Agreement prior to the payment
date for such dividend.
8. Stock Power.
8.1. Upon the request of AMP from time to time, Xxxx agrees to execute
and deliver to AMP one or more stock powers in such form as may
be specified by the Corporate Secretary of AMP, authorizing the
transfer of the Shares to AMP.
9. Governing Law.
9.1. This Agreement shall be governed by and construed in all respects
in accordance with the laws of the Commonwealth of Pennsylvania
and applicable Federal law.
10. Severability.
10.1. In the event any one or more of the provisions, or portions
thereof, contained or referenced in this Agreement shall for any
reason be or be deemed to be invalid, illegal or unenforceable,
such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed
amended without materially altering the intent of the Agreement,
such provision shall be stricken and the remaining provisions
shall continue in full force and effect and be construed as if
such provision, to the extent it is invalid, illegal or
unenforceable, had never been contained herein.
11. Non-Waiver.
11.1. The failure of any party to enforce the provisions hereof or
to exercise the rights granted hereunder, or the Agreement of the
parties to waive enforcement thereof, at any time or for any
period of time shall not constitute or be construed to be a
waiver of any other failure or breach of such provisions or
rights, or any other provision of this Agreement, or of the right
of such party thereafter to enforce each and every such provision
or right, nor shall such failure or agreement be deemed to be an
amendment to this Agreement. Each waiver under this Agreement
shall be express and in writing.
12. Notices.
12.1. Any notice or demand hereunder or under statute, to be
effective, must be in writing and delivered personally or sent to
telegram, facsimile, express carrier or other delivery that
provides a written confirmation, or by certified or registered
mail, postage or other expenses prepaid, to:
AMP at: Corporate Secretary
AMP Incorporated
X.X. Xxx 0000
X/X 000-00
Xxxxxxxxxx, XX 00000
Xxxx at: Xxxxxx X. Xxxx
AMP Incorporated
X.X. Xxx 0000
X/X 000-00
Xxxxxxxxxx, XX 00000
The above addresses may be changed at any time by giving prompt
written notice as provided above.
13. Successors.
13.1. This Agreement shall be binding on the heirs, executors,
administrators and successors of the parties hereto.
14. Counterparts.
14.1. 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 but one and the same Agreement.
15. Entire Agreement.
15.1. This Agreement represents the entire understanding and
agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and
understandings either written or oral. This Agreement may be
modified or amended only by an instrument in writing duly
executed by Xxxx and an authorized representative of AMP.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
AMP INCORPORATED
By:____________________ By:_____________________
[Title] Xxxxxx X. Xxxx
