EXHIBIT 10.01
RESTRICTED STOCK AWARD AGREEMENT
BETWEEN
IDEX CORPORATION AND ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
This Agreement is made as of August 23, 2004 (hereafter the "Effective
Date"), between IDEX Corporation, a Delaware corporation with its executive
offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("IDEX"), and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Executive").
WITNESSETH:
WHEREAS, in order to entice Executive to accept employment with IDEX
and in view of the key role the Executive will play in the success of IDEX and
its subsidiaries, and the desire that he accepts employment as Chief Operating
Officer of IDEX, the Compensation Committee of the Board of Directors of IDEX
(the "Committee") now believes that it is appropriate to make an award of
Restricted Stock to the Executive; and
WHEREAS, the Committee desires that the award be evidenced by a written
agreement, executed by IDEX and the Executive, containing such restrictions,
terms and conditions as may be required by the Committee;
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the Executive and IDEX hereby agree as follows:
1. Award.
As of the Effective Date, IDEX hereby grants to the Executive
an award (the "Award") of 115,000 Shares of IDEX's common stock ("Restricted
Shares") subject to the restrictions, terms and conditions set forth below.
2. Vesting of the Award.
(a) The Restricted Shares awarded under the Award shall vest subject to
the Executive remaining employed by IDEX as follows:
(i) 20% of the Restricted Shares shall vest on the first
anniversary of the Effective Date; and
(ii) 20% of the Restricted Shares shall vest on the second
anniversary of the Effective Date.
(iii) 20% of the Restricted Shares shall vest on the third
anniversary of the Effective Date.
(iv) 20% of the Restricted Shares shall vest on the fourth
anniversary of the Effective Date.
(v) 20% of the Restricted Shares shall vest on the fifth
anniversary of the Effective Date.
(b) Notwithstanding any other provision in this Agreement to the
contrary, in the event of a Change in Control, as defined in the 2001 Stock Plan
for Officers of IDEX Corporation (the "Officers Plan"), then all Restricted
Shares shall vest in full immediately.
(c) Notwithstanding the provisions in Section 2(a), if the Executive's
employment is terminated by IDEX without Cause, as defined in the Employment
Agreement between IDEX and Executive dated July 21, 2004 (the "Employment
Agreement"); then all Restricted Shares shall vest in full immediately.
(d) Until a Restricted Share vests, the Executive acknowledges that he
may not, and agrees that he shall not, transfer his rights to such Restricted
Share. Until a Restricted Share vests, no attempt to transfer such Restricted
Share, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the transferee with any interest or right in or with respect to such
Restricted Share.
(e) The Executive will receive all dividends paid on the Restricted
Shares and will be entitled to vote the Restricted Shares.
3. Termination.
(a) If the Executive ceases to be an employee by reason of Disability
(as defined in the Employment Agreement between IDEX and Executive dated July
21, 2004) or death prior to the vesting of the Restricted Shares, then the
Executive or his estate shall be entitled to receive the unvested shares of the
Award. No transfer, by will or by the laws of the descent and distribution, of
the common shares which vest by reason of the Executive's death shall be
effective to bind IDEX unless the Committee shall have been furnished with (i)
written notice thereof and a copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer and (ii)
an agreement by the transferee to comply with the terms and conditions of this
Agreement that were or would have been applicable to the Executive.
(b) If the Executive ceases to be an employee of IDEX prior to the
vesting of any of the Restricted Shares for any reason other than by reason of
Disability or death or as provided in Sections 2(b) and 2(c), the Executive's
rights to any unvested shares of the Award shall be immediately and irrevocably
forfeited.
4. Insurance and Custody Certificate.
(a) IDEX shall, as soon as is practicable, cause to be issued one or
more stock certificates, registered in the name of the Executive evidencing the
Restricted Shares awarded pursuant to Section 1. Each such certificate shall
bear the following legends:
The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended, and thus may not be offered for sale, sold,
transferred or otherwise disposed of unless
registered under the Securities Act of 1933, as
amended, or unless an exemption from such
registration is available.
The shares of stock represented by this certificate
are subject to forfeiture and the transferability of
this certificate and the shares of stock represented
hereby are subject to the restrictions, terms and
conditions (including restrictions against transfer)
contained in a Restricted Stock Award Agreement dated
August 23, 2004, entered into between the registered
owner of such shares and IDEX Corporation. A copy of
the Agreement is on file in the office of the
Secretary of IDEX Corporation, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
(b) Each certificate issued pursuant to Section 4(a), together with
stock powers duly executed in blank relating to such Restricted Shares, shall be
deposited by IDEX with the Secretary of IDEX or a custodian designated by such
Secretary. The Secretary or such custodian shall issue a receipt to the
Executive evidencing the certificates held which are registered in the name of
the Executive.
(c) Promptly after any Restricted Shares vest pursuant to Section 2 of
this Agreement, IDEX shall cause to be issued certificates evidencing such
Restricted Shares, free of the second legend provided in Section 4(a) and shall
cause such certificates to be delivered to the Executive (or the Executive's
legal representatives, beneficiaries or heirs) and to return the related stock
power.
(d) The Executive shall not be deemed for any purpose to be, or have
rights as, a shareholder of IDEX by virtue of the Award, until a stock
certificate is issued therefore pursuant to Section 4(a).
5. Agreements of the Executive.
The Executive acknowledges that: (a) this Agreement is not a
contract of employment and the terms of the Executive's employment shall not be
affected in any way by this Agreement except as specifically provided in this
Agreement; (b) the Award made by this Agreement shall not confer any legal
rights upon the Executive for continuation of employment or interfere with or
limit the right of IDEX to terminate the Executive's employment at any time; and
(c) the Committee may amend, suspend or terminate this Agreement or any part
thereof at any time provided that no amendment, suspension or termination (other
than that resulting from termination of employment of the Executive) shall be
made or effected which would adversely affect any right of the Executive with
respect to the Award made by this Agreement without the written consent of the
Executive unless such amendment, termination or suspension is required by
applicable law.
6. Legal Compliance Restrictions.
IDEX shall not be obligated to issue or deliver any
certificates evidencing Restricted Shares awarded by this Agreement unless and
until IDEX is advised by its counsel that the issuance and delivery of such
certificates are in compliance with all applicable laws, regulations of
governmental authorities and the requirements of the New York Stock Exchange or
any other exchange upon which Shares of IDEX are traded.
7. Withholding Taxes.
The Executive agrees to pay or make arrangements for the
payment to IDEX of the amount of any taxes that IDEX is required by law to
withhold with respect to the Award made by this Agreement. Such payment shall be
due on the date IDEX is required to withhold such taxes. The Executive may
satisfy any such tax obligation, in whole or in part, by (i) electing to have
IDEX withhold Restricted Shares otherwise to be delivered with a fair market
value equal to the minimum amount of any such tax withholding obligation, or
(ii) electing to surrender to IDEX previously owned shares of IDEX's common
stock with a fair market value equal to the minimum amount of any such tax
withholding obligation. The election must be made on or before the date that the
amount of the tax to be withheld is determined. In the event that payment is not
made when due, IDEX shall have the right (a) to retain, or sell within 10 days
notice or such longer notice as may be required by applicable law, a sufficient
number of the Restricted Shares subject to the Award made to the Executive in
order to cover all or part of the minimum amount required to be withheld; (b) to
deduct, to the extent permitted by law, from any payment of any kind otherwise
due to Executive from IDEX all or part of the minimum amount required to be
withheld or (c) to pursue any other remedy at law or in equity.
8. Stock Splits, Recapitalizations, Acquisitions, etc.
In the event of any change in the number of outstanding shares
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or similar corporate change,
the number and kind of shares subject to this Agreement shall be appropriately
and equitably adjusted by the Committee. If changes in capitalization of IDEX
other than those referred to above shall occur, the Committee shall make such
adjustments in the number and kind of shares available under this Agreement as
the Committee in good faith may deem appropriate and equitable. Unless the
Committee otherwise determines, the Executive's right in respect of such
securities and other property shall not vest until such Restricted Share would
have vested and no such securities or other property shall be issued or
delivered until such Restricted Share would be issued or delivered.
9. Notices.
All written communications to parties required hereunder must
be in writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective four (4)
days after the date it is mailed) or (c) sent by facsimile transmission, with
confirmation sent by way of one of the above methods, to the party at the
address given below for the party (or to any other address as the party
designates in writing complying with this Section, delivered to the other
party):
If to IDEX:
IDEX Corporation
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President - General Counsel
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
Sears Tower, Suite 5800
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
If to the Executive:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
10. Illinois Law.
This Agreement is made and accepted in the State of Illinois.
The laws of the State of Illinois shall control the interpretation and
performance of the terms of this Agreement.
11. Binding Effect.
This Agreement shall be binding upon, and shall inure to the
benefit of, the respective successors, assigns, heirs, executors, administrators
and guardians of the parties hereto.
12. Severability.
Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be enforceable under applicable law. However,
if any provision of this Agreement is deemed unenforceable under applicable law
by a court having jurisdiction, the provision will be unenforceable only to the
extent necessary to make it enforceable without invalidating the remainder
thereof or any of the remaining provisions of this Agreement.
13. Miscellaneous.
This Agreement (a) may not be amended, modified or terminated
orally or by any course of conduct pursued by IDEX or the Executive, but may be
amended, modified or terminated only by a written agreement duly executed by
IDEX and the Executive, (b) is binding upon an inures to the benefit of IDEX and
the Executive and each of their respective heirs, representatives, successors
and assignees, and (c) constitutes the entire agreement between IDEX and the
Executive with respect to the subject matter of this Agreement, and supersedes
all oral and written proposals, representations, understandings and agreements
previously made or existing with respect to the subject matter.
14. Multiple Counterparts.
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 one and the same instrument. Any party may execute this Agreement by
facsimile signature and the other party shall be entitled to rely on such
facsimile signature as evidence that this Agreement has been duly executed by
such party. Any party executing this Agreement by facsimile signature shall
immediately forward to the other party an original signature page by overnight
mail.
IN WITNESS WHEREOF, IDEX and the Executive have caused this Agreement to be
executed and delivered, all as of the day and year first above written.
EXECUTIVE
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: August 23, 2004
IDEX CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - General Counsel and Secretary
Date: August 23, 2004