EXHIBIT 10.3
TECUMSEH PRODUCTS COMPANY
LONG-TERM INCENTIVE CASH AWARD PLAN
AWARD AGREEMENT
(SAR)
Agreement made effective ____________, 20__ (the "Grant Date") between
Tecumseh Products Company, a Michigan corporation (the "Company"), and
________________________ (the "Employee").
This Agreement confirms the grant of a SAR pursuant to and subject to all
the terms and conditions of the Tecumseh Products Company Long-Term Incentive
Cash Award Plan, as it may have been and in the future may be amended in
accordance with its terms (the "Plan"). In this Agreement capitalized terms that
are used without separate definition have the meanings given to them in the
Plan.
The SAR granted and its terms are as follows:
- Number of shares of Class A Stock represented by SAR: _________
- Strike Price per share: $_______
- SAR vests as to:
- _____ shares on __________, 20__;
- an additional _____ shares on __________, 20__; and
- the final _____ shares on __________, 20__
- SAR expires: __________, 20__
The SAR may be exercised, in whole or in part, by delivering a notice of
exercise to the Company's Secretary in the manner prescribed in the Plan. As
soon as reasonably practicable after each exercise, subject to the terms and
conditions of the Plan, the Company will pay the Employee an amount in cash
equal the product obtained by multiplying:
(a) (1) the Fair Market Value of one share of Class A stock on the
date the Secretary receives the notice of exercise, minus (2) the Strike
Price; times
(b) the number of shares with respect to which the SAR is exercised.
In no event will payment be made later than the 15th day of the third month
following the end of the Company's taxable year in which the SAR is exercised.
The Company will be entitled to deduct from each amount payable to the
Employee any sums required by federal, state, or local tax law to be withheld
with respect to the vesting or payment of the SAR.
No portion of the SAR that has not vested and become payable at Termination
of Employment will vest or become payable, except as may be otherwise provided
by the express terms of a Management Contract.
The Employee's signature below indicates the Employee's acknowledgement
that the Employee has received and read a copy of the Plan. In the event of a
conflict between any term or provision contained in this Agreement and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.
TECUMSEH PRODUCTS COMPANY EMPLOYEE:
By:
--------------------------------- ----------------------------------------
[Name] [Name]
[Title]
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