COLFAX CORPORATION
Exhibit 10.1b
Executives
COLFAX CORPORATION
2008 OMNIBUS INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT
Colfax Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.001 par value (the “Stock”), to the individual named below as the Grantee. The terms and conditions of the grant are set forth in this cover sheet and the attachment (collectively, the “Agreement”) and in the Colfax Corporation 2008 Omnibus Incentive Plan (the “Plan”).
▇▇▇▇▇ Date: , 20 (the “IPO Effective Date”)
Name of Grantee:
▇▇▇▇▇▇▇’s Social Security Number: - -
Number of Stock Units Covered by ▇▇▇▇▇:
Performance Condition on Stock Unit Eligibility:
| Vesting Schedule: | Vesting Date | Vesting Percentage | ||
| 4th Anniversary of the Grant Date | 50% | |||
| 5th Anniversary of the Grant Date | 50% | |||
By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
| Grantee: |
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| (Signature) | ||
| Company: |
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| (Signature) | ||
| Title: |
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Attachment
This is not a stock certificate or a negotiable instrument.
COLFAX CORPORATION
2008 OMNIBUS INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT
| Stock Unit Transferability | This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the performance criteria and the vesting conditions described below (“Stock Units”). Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process. | |
| Performance Criteria | Your eligibility for the Stock Units shall be determined based on whether the Company achieves certain performance criteria during the performance period beginning on the IPO Effective Date and ending on December 31, 2011 (the “Performance Period”). If the performance criteria are achieved during the Performance Period, then the date on which the criteria are achieved shall be referred to as the “Performance End Date,” and as of the Performance End Date you become eligible to vest in the Stock Units as provided below in the Section of this Agreement concerning “Vesting”. The performance criteria will be achieved if for four consecutive calendar quarters during the Performance Period the Company has Earnings Per Share of at least US $1.00. For this purpose, “Earnings Per Share” means the Company’s consolidated earnings per share before taxes, as reported in the Company’s audited financial statements, but adjusted to exclude any extraordinary or non-recurring items, amounts related to discontinued operations and changes in accounting method occurring after the IPO Effective Date.
If your Service terminates for any reason prior to the Performance End Date, except as otherwise set forth below, then you will forfeit all of your Stock Units. If the performance criteria are not achieved during the Performance Period, then you will forfeit all of your Stock Units as of the end of the Performance Period. | |
| Vesting | Your Stock Unit grant shall vest according to the schedule set forth on the cover sheet; provided, that, you remain in Service on the relevant Vesting Dates. If your Service terminates for any reason other than death or Disability, you will forfeit any Stock Units in which you have not yet become vested. [If your Service terminates for Cause, you shall forfeit of all of your Stock Units, including your vested Stock Units.] | |
| Death or Disability | If the performance criteria are achieved during the Performance Period, but your Service terminated because of your death or Disability before the Performance End Date, your Stock Unit grant shall fully and immediately vest as of the date the Committee | |
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| certifies achievement of the performance criteria (the “Certification Date”). If your Service terminates because of your death or Disability following the Performance End Date, your Stock Unit grant shall fully and immediately vest as of the date of your termination from Service or, if later, as of the Certification Date. | ||
| Stock Unit Forfeiture | You will forfeit all rights to receive Stock Units and this Agreement shall be null and void if the Initial Public Offering does not close. | |
| Delivery of Stock Pursuant to Units | Delivery of the shares of Stock represented by your vested Stock Units shall be made as soon as practicable upon vesting and in any event not later than 2 1/2 months after the end of the calendar year in which they vest. | |
| Withholding Taxes | You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of shares of Stock subject to the Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. | |
| Retention Rights | This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliates) reserves the right to terminate your Service at any time for any reason. | |
| Shareholder Rights | You do not have any of the rights of a shareholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding Stock, a cash payment for each Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock. | |
| Forfeiture of Rights | If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Stock Units.
Unless otherwise specified in an employment or other agreement between the Company and you (including the Company’s Code of Ethics), you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or | |
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| participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged during your employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. | ||
| Adjustments | In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan. | |
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | |
| Consent to Electronic Delivery | The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the [Corporate Secretary] to request paper copies of these documents. | |
| The Plan | The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
Unless otherwise specified in an employment or other agreement between the Company and you, this Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. | |
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
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