INTERMAGNETICS GENERAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (2000 STOCK OPTION AND STOCK AWARD PLAN)
Exhibit
10.2
INTERMAGNETICS GENERAL
CORPORATION
RESTRICTED STOCK UNIT
AWARD AGREEMENT
(2000 STOCK OPTION AND STOCK AWARD PLAN)
(2000 STOCK OPTION AND STOCK AWARD PLAN)
This
RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated April 13, 2005 and delivered by
INTERMAGNETICS GENERAL CORPORATION, a New York corporation (the “Corporation”),
to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sector President, Medical Device Sector of Invivo
Corporation, a subsidiary, of the Corporation (the “Grantee”).
WHEREAS,
the Board of Directors of the Corporation (the “Board”) on July 26, 2000,
adopted, and the shareholders of the Corporation at their 2000 Annual Meeting
approved, the Corporation’s 2000 Stock Option and Stock Award Plan (the “Plan”),
which is administered by the Compensation Committee of the Board (the
“Compensation Committee”) and the Plan provides for the grant of restricted
stock unit awards (the “Restricted Units”) to key employees of the Corporation,
in accordance with the terms and provisions thereof; and
WHEREAS,
the Grantee is entitled to the grant of a restricted stock unit award pursuant
to the Plan;
NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:
15. Restricted
Stock Unit Award.
Subject
to the terms and conditions set forth in this Agreement, the Corporation hereby
awards the Grantee 10,000 Restricted Units (the “Award”) under the Plan.
The Grantee accepts the Award and agrees to be bound by the terms and conditions
of this Agreement and the Plan with respect to the grant.
16. Restricted
Unit Account.
The
Corporation shall establish and maintain a Restricted Unit account for and on
behalf of the Grantee and shall record in such account the number of Restricted
Units awarded to the Grantee. No shares of Common Stock shall be issued to
the Grantee at the time the award is made, and the Grantee shall not be, nor
have any of the rights or privileges of, a shareowner of the Corporation with
respect to any Restricted Units recorded in the account.
17. Interest
not Transferable.
Unless
otherwise provided by law, the Grantee shall not have the right to transfer or
otherwise dispose of any interest in the Restricted Unit account, and any
attempted transfer or disposition of the account by the Grantee, whether by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition be voluntary, or involuntary, or by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
shall be null and void and have no effect. The Grantee shall not have any
interest in any fund or specific asset of the Corporation by reason of this
award or the Restricted Unit account established for the Grantee.
18. Lapsing
of Restrictions.
The
restrictions applicable to the Restricted Units shall lapse only upon the
achievement of the performance targets defined in Appendix A in accordance with
the schedule set forth in Appendix A. Restricted Units for which the
restrictions lapse in accordance with Appendix A shall be converted into shares
of the Corporation’s Common Stock and distributed to the Grantee after the
Compensation Committee certification with respect to the Company’s performance
as described in Section 6. The Grantee may make a deferral election in
accordance with the Corporation’s Deferred Compensation Plan with respect to any
shares that are earned under this Agreement.
19. Termination
of Restricted Units.
The
period of performance covered by this award shall be from the date of this
Agreement until the last day of the Company’s fiscal year 2007 (the “Performance
Period”). Unless otherwise terminated or converted into Common Stock in
accordance with Appendix A, the Restricted Units shall terminate and become null
and void ninety (90) days after the expiration of the Performance
Period.
Upon
the termination of Grantee’s employment relationship with the Corporation for
any reason (except as otherwise set forth below), any Restricted Units for which
the restrictions have not lapsed shall terminate. Upon termination of
Grantee’s employment as a result of Board approved retirement (consistent with
the Corporation’s policies regarding retirement), permanent disability (as
determined by the Board consistent with the Corporation’s disability plan) or
death (“Qualified Reason”), the restrictions may lapse with respect to, at a
maximum, the number of Restricted Units granted to Grantee, divided by the
number of weeks in the Performance Period, multiplied by the number of weeks
employed during the Performance Period prior to Grantee’s termination for
a Qualified Reason (the “Pro Rata Units”); provided, however, that the
restrictions shall lapse with respect to the Pro Rata Units only in accordance
with the Company’s achievement of the performance targets provided in Appendix A
through the end of the fiscal year in which the Qualified Reason occurs, as
described on Appendix A. The terms of this Section 5 shall apply
notwithstanding any provision to the contrary in the Grantee’s 2002 Employment
Agreement and shall supersede any provision for the accelerated vesting of Stock
Awards upon death, disability, termination without cause or resignation for good
reason set forth in such Employment Agreement.
The
Grantee’s transfer within the Corporation or any of its subsidiaries shall not
be deemed to be a termination of the employment.
20. Procedures.
Within
sixty (60) days following the end of each of the Corporation’s fiscal years
during the Performance Period, the Compensation Committee will certify to the
Corporation’s Corporate Secretary the actual performance achieved with respect
to the criteria set forth in Appendix A. In addition, the Compensation
Committee will certify to the Corporation’s Corporate Secretary any Restricted
Units with respect to which the restrictions have lapsed. Upon receipt of
such certification, the Corporate Secretary will cause the Company’s transfer
agent to issue to the Grantee one share of the Company’s Common Stock for each
Restricted Unit for which the restrictions have lapsed, subject to any deferral
election made by Grantee under the Corporation’s Deferred Compensation
Plan.
The
obligation of the Corporation to deliver Stock shall, however, be subject to the
condition that if at any time the Compensation Committee shall determine in its
discretion that the listing, registration or qualification of the shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issue of shares, the shares may not be
issued in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Compensation Committee. The issuance of shares to
Grantee pursuant to this Agreement is subject to any applicable taxes and other
laws or regulations of the United States or of any state having jurisdiction
thereof.
21. Grantee’s
Securities Law Representations.
The
Grantee hereby represents and warrants to the Corporation: (a) that the
Stock subject to the Restricted Units is being acquired for purposes of
investment and not with a view to distribution thereof; (b) that if Grantee is
or becomes an affiliate of the Corporation (as defined in regulations
promulgated by the Securities and Exchange Commission) prior to the time of any
proposed resale of shares acquired, or if such shares are not registered under
the Securities Act of 1933, as amended (the “1933 Act”), the Grantee will comply
with all applicable conditions of the 1933 Act and the rules and regulations
promulgated thereunder in effecting such resale; and (c) that the Grantee shall
not dispose of any shares of such Stock in any manner that is, or may involve
the Corporation in, a violation of any federal or state securities law,
including the 1933 Act.
The
Compensation Committee may require that the share certificates be inscribed with
a legend restricting transfer in accordance with applicable securities law
requirements.
22. Adjustment
Upon Changes in Capitalization.
In
the event of any change in the number or class of shares of Stock outstanding,
by reason of a stock dividend, stock split, subdivision or combination of
shares, a merger or consolidation in which the Corporation is the surviving
corporation, or any other change in capitalization, the number and class of
Restricted Units shall be adjusted by the Compensation Committee in the same
manner as stock options are adjusted under the Plan.
23. Changes
In Control.
The
restrictions will lapse as to 100% of the Restricted Units upon a “Change in
Control” as that term is defined in the Plan.
24. Employment
Not Affected.
The
granting of the Award shall not be construed to create an obligation on the part
of the Corporation or its subsidiaries to continue Grantee’s employment.
Except as may otherwise be provided in a written agreement between Grantee and
the Corporation (or its subsidiary), the Corporation and its subsidiaries
specifically reserve the right to terminate at will, with or without cause, the
Grantee’s employment at any time (whether by dismissal, discharge, retirement or
otherwise).
25. Amendment
of Award.
The
Award may be amended, in whole or in part, by the Compensation Committee at any
time if it determines, in its sole discretion, that such amendment is necessary
or advisable in the light of any addition to or change in: (a) the Code or
regulations issued thereunder or (b) any federal or state securities law or
other law or regulation, which change occurs after the grant of the Award and by
its terms retroactively applies to the Award; provided, however, that no such
amendment shall, without the Grantee’s consent, materially adversely affect
Grantee’s rights in and to the Restricted Units.
26. Notice.
Notices
to the Corporation shall be addressed to it in care of its Chief Financial
Officer or Corporate Secretary, and any notice to the Grantee shall be addressed
to the current address shown on the Corporation’s payroll records. Any
notice shall be deemed duly given if delivered in writing directly to the
recipient or by registered or certified mail, postage prepaid.
27. Incorporation
of 2000 Stock Option and Stock Award Plan by Reference.
The
Award is granted pursuant to the terms of the Corporation’s 2000 Stock Option
and Stock Award Plan, as in effect from time to time, the terms of which are
incorporated herein by reference, and shall in all respects be interpreted in
accordance therewith. The Compensation Committee shall have full authority
to interpret and construe the Award, in its sole discretion, and its decision
shall be conclusive and binding upon any question of law or fact arising
hereunder and shall be enforceable at law or in equity by any court of competent
jurisdiction.
28. Governing
Law.
The
validity, construction, interpretation and effect of this instrument and any
other matter arising under this instrument shall exclusively be governed by, and
determined in accordance with applicable Federal law and the laws of the State
of New York, without regard to New York rules for conflicts of law.
IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Award Agreement
as of the date first written above.
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Attest: |
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INTERMAGNETICS
GENERAL CORPORATION | |
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/s/ ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ |
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Corporate Secretary |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman & Chief Executive Officer |
I hereby
accept the award of Restricted Units described in this Agreement, and I agree to
be bound by the terms of the Plan and this Agreement. I hereby further
agree that all decisions and determinations of the Compensation Committee with
respect to the Restricted Units shall be final and binding.
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/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ |
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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APPENDIX A
RESTRICTED STOCK UNIT
AWARD
PERFORMANCE TARGETS AND VESTING SCHEDULE
PERFORMANCE TARGETS AND VESTING SCHEDULE
I. Definitions
“Pre-Tax
EPS Growth” shall mean growth in Pre-Tax EPS (as defined below) as measured at
the end of each fiscal year of the Performance Period. Growth shall be
measured off of the Base Year Adjusted Pre-Tax EPS.
“Base
Year” shall mean the Corporation’s fiscal year ended May 26, 2002.
“Base
Year Adjusted Pre-Tax EPS” shall mean $1.30.
“Fully
Diluted Shares” shall mean total diluted shares as reported in the Company’s
Consolidated Income Statement for each fiscal year of the Performance Period,
but shall exclude the dilutive effect of any restricted stock or restricted
stock unit awards granted during the Performance Period and all options,
restricted stock and other equity compensation granted to Directors during the
Performance Period.
“Investment Grade” shall mean an investment rating of not less than BBB- or Baa3
by one of the major rating agencies (Standard and Poors, Moodys Investor Service
or Fitch). If, at the time of measurement, the Corporation’s debt is not
rated, then it shall be considered Investment Grade.
“Pre-Tax
Earnings” shall mean the Corporation’s earnings before income taxes as reported
in the Company’s Consolidated Income Statement for each fiscal year of the
Performance Period, excluding any non-cash charge incurred in accordance with
accounting principles generally accepted in the United States of America (GAAP)
for any restricted stock or restricted stock unit awards granted during the
Performance Period and all options, restricted stock and other equity
compensation granted to Directors during the Performance Period.
“Pre-Tax
EPS” shall mean Pre-Tax Earnings divided by Fully Diluted Shares.
II. Performance
Targets
|
10,000 Restricted
Units |
|
3,500
Threshold |
|
7,860
Intermediate |
|
10,000
Stretch |
|
|
|
|
|
|
|
|
|
Growth |
|
8%
Compounded |
|
11%
Compounded |
|
15%
Compounded |
Corporation’s debt must be Investment
Grade at the end of the Performance Period, and in any year in which vesting
occurs.
III. Vesting
Schedule
The restrictions will lapse with
respect to the corresponding number of Restricted Units associated with the
performance targets set forth in II above based on the following schedule.
This schedule shall be adjusted for any change in the number or class of shares
of Stock outstanding, by reason of a stock dividend, stock split, subdivision or
combination of shares.
|
Year 3 allocation |
|
EPS
Growth |
|
Share
Alloc |
|
x
vesting |
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
EPS $1.10 - $1.16 |
|
8%-10.4% |
|
3,500 |
|
0% |
|
- |
|
EPS $1.17 - $1.31 |
|
10.5%-14.9% |
|
7,860 |
|
0% |
|
- |
|
EPS $1.32 + |
|
15% |
|
10,000 |
|
0% |
|
- |
|
Year 4 allocation |
|
EPS
Growth |
|
Share
Alloc |
|
x
vesting |
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
EPS $1.18 - $1.29 |
|
8%-10.4% |
|
3,500 |
|
40% |
|
1,400 |
|
EPS $1.30 - $1.51 |
|
10.5%-14.9% |
|
7,860 |
|
40% |
|
3,144 |
|
EPS $1.52 + |
|
15% |
|
10,000 |
|
40% |
|
4,000 |
|
Year 5
Allocation |
|
|
|
|
|
|
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
$1.28 |
|
8.0% |
|
3,500 |
|
100% |
|
3,500 |
|
$1.28 |
|
8.1% |
|
3,670 |
|
100% |
|
3,670 |
|
$1.29 |
|
8.2% |
|
3,850 |
|
100% |
|
3,850 |
|
$1.30 |
|
8.3% |
|
4,020 |
|
100% |
|
4,020 |
|
$1.30 |
|
8.4% |
|
4,200 |
|
100% |
|
4,200 |
|
$1.31 |
|
8.5% |
|
4,370 |
|
100% |
|
4,370 |
|
$1.31 |
|
8.6% |
|
4,550 |
|
100% |
|
4,550 |
|
$1.32 |
|
8.7% |
|
4,720 |
|
100% |
|
4,720 |
|
$1.33 |
|
8.8% |
|
4,900 |
|
100% |
|
4,900 |
|
Year 5
Allocation |
|
|
|
|
|
|
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
$1.33 |
|
8.9% |
|
5,070 |
|
100% |
|
5,070 |
|
$1.34 |
|
9.0% |
|
5,240 |
|
100% |
|
5,240 |
|
$1.34 |
|
9.1% |
|
5,420 |
|
100% |
|
5,420 |
|
$1.35 |
|
9.2% |
|
5,590 |
|
100% |
|
5,590 |
|
$1.36 |
|
9.3% |
|
5,770 |
|
100% |
|
5,770 |
|
$1.36 |
|
9.4% |
|
5,940 |
|
100% |
|
5,940 |
|
$1.37 |
|
9.5% |
|
6,120 |
|
100% |
|
6,120 |
|
$1.38 |
|
9.6% |
|
6,290 |
|
100% |
|
6,290 |
|
$1.38 |
|
9.7% |
|
6,460 |
|
100% |
|
6,460 |
|
$1.39 |
|
9.8% |
|
6,640 |
|
100% |
|
6,640 |
|
$1.39 |
|
9.9% |
|
6,810 |
|
100% |
|
6,810 |
|
$1.40 |
|
10.0% |
|
6,990 |
|
100% |
|
6,990 |
|
$1.41 |
|
10.1% |
|
7,160 |
|
100% |
|
7,160 |
|
$1.41 |
|
10.2% |
|
7,340 |
|
100% |
|
7,340 |
|
$1.42 |
|
10.3% |
|
7,510 |
|
100% |
|
7,510 |
|
$1.43 |
|
10.4% |
|
7,690 |
|
100% |
|
7,690 |
|
$1.43 |
|
10.5% |
|
7,860 |
|
100% |
|
7,860 |
|
$1.44 |
|
10.6% |
|
7,910 |
|
100% |
|
7,910 |
|
$1.45 |
|
10.7% |
|
7,960 |
|
100% |
|
7,960 |
|
$1.45 |
|
10.8% |
|
8,000 |
|
100% |
|
8,000 |
|
$1.46 |
|
10.9% |
|
8,050 |
|
100% |
|
8,050 |
|
Year 5 Allocation |
|
|
|
|
|
|
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
$1.47 |
|
11.0% |
|
8,100 |
|
100% |
|
8,100 |
|
$1.47 |
|
11.1% |
|
8,150 |
|
100% |
|
8,150 |
|
$1.48 |
|
11.2% |
|
8,190 |
|
100% |
|
8,190 |
|
$1.49 |
|
11.3% |
|
8,240 |
|
100% |
|
8,240 |
|
$1.49 |
|
11.4% |
|
8,290 |
|
100% |
|
8,290 |
|
$1.50 |
|
11.5% |
|
8,340 |
|
100% |
|
8,340 |
|
$1.51 |
|
11.6% |
|
8,380 |
|
100% |
|
8,380 |
|
$1.51 |
|
11.7% |
|
8,430 |
|
100% |
|
8,430 |
|
$1.52 |
|
11.8% |
|
8,480 |
|
100% |
|
8,480 |
|
$1.53 |
|
11.9% |
|
8,530 |
|
100% |
|
8,530 |
|
$1.53 |
|
12.0% |
|
8,570 |
|
100% |
|
8,570 |
|
$1.54 |
|
12.1% |
|
8,620 |
|
100% |
|
8,620 |
|
$1.55 |
|
12.2% |
|
8,670 |
|
100% |
|
8,670 |
|
$1.55 |
|
12.3% |
|
8,720 |
|
100% |
|
8,720 |
|
$1.56 |
|
12.4% |
|
8,760 |
|
100% |
|
8,760 |
|
$1.57 |
|
12.5% |
|
8,810 |
|
100% |
|
8,810 |
|
$1.57 |
|
12.6% |
|
8,860 |
|
100% |
|
8,860 |
|
$1.58 |
|
12.7% |
|
8,910 |
|
100% |
|
8,910 |
|
$1.59 |
|
12.8% |
|
8,950 |
|
100% |
|
8,950 |
|
$1.60 |
|
12.9% |
|
9,000 |
|
100% |
|
9,000 |
|
$1.60 |
|
13.0% |
|
9,050 |
|
100% |
|
9,050 |
|
Year 5 Allocation |
|
|
|
|
|
|
|
Shares
earned |
|
|
|
|
|
|
|
|
|
|
|
$1.61 |
|
13.1% |
|
9,100 |
|
100% |
|
9,100 |
|
$1.62 |
|
13.2% |
|
9,140 |
|
100% |
|
9,140 |
|
$1.62 |
|
13.3% |
|
9,190 |
|
100% |
|
9,190 |
|
$1.63 |
|
13.4% |
|
9,240 |
|
100% |
|
9,240 |
|
$1.64 |
|
13.5% |
|
9,290 |
|
100% |
|
9,290 |
|
$1.65 |
|
13.6% |
|
9,330 |
|
100% |
|
9,330 |
|
$1.65 |
|
13.7% |
|
9,380 |
|
100% |
|
9,380 |
|
$1.66 |
|
13.8% |
|
9,430 |
|
100% |
|
9,430 |
|
$1.67 |
|
13.9% |
|
9,480 |
|
100% |
|
9,480 |
|
$1.68 - $1.74 |
|
14.0% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.1% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.2% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.3% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.4% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.5% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.6% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.7% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.8% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.68 - $1.74 |
|
14.9% |
|
9,520 |
|
100% |
|
9,520 |
|
$1.75 |
|
15.0% |
|
10,000 |
|
100% |
|
10,000 |
|
|
|
*(SHALL BE REDUCED BY SHARES
EARNED, IF ANY, IN YEARS 3&4) |
In the event of termination for a
Qualified Reason, the number of shares earned shall be measured at the end of
the fiscal year in which the termination for a Qualified Reason occurred, and
shall be paid after the end of such fiscal year. Accordingly, no
Restricted Units will vest if termination occurs during fiscal years 2006 or
2007.