Exhibit 10.6
METHODE ELECTRONICS, INC.
2024 LONG-TERM PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Long-Term Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of July 15, 2024 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and Jonathan DeGaynor (the “Grantee”).
WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to the Grantee Performance-Based Restricted Stock Units (“PSUs”) under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.
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[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.
METHODE ELECTRONICS, INC.
By: /s/ Bruce K. Crowther
Bruce K. Crowther
Its: Chair, Compensation Committee
Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company. IF A COPY OF THIS AWARD AGREEMENT EXECUTED BY THE GRANTEE HAS NOT BEEN RECEIVED BY THE COMPANY NO LATER THAN THIRTY (30) DAYS AFTER THE AWARD DATE, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.
The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.
GRANTEE
/s/ Jonathan DeGaynor
Jonathan DeGaynor
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Exhibit A
Performance Period and Performance Criteria
Level | Annualized TSR | Payout Percentage |
Maximum | Twenty Percent (20%) | 200% of Target Level |
Target | Fifteen Percent (15%) | 100% of Target Level |
Threshold | Ten Percent (10%) | 50% of Target Level |
Below Threshold | Less than Ten Percent | 0% |
Ending Average Stock Price+Reinvested Dividend AmountBeginning Average Stock Price1/n-1
where n is equal to 3, which is the number of years over which Annualized TSR is measured.
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The “Ending Average Stock Price” shall be calculated as the volume weighted average price for the Company’s Common Stock for the last 20 trading days of the Performance Period.
The “Beginning Average Stock Price” shall be calculated as the volume weighted average price for the Company’s Common Stock for the last 20 trading days prior to the first day of the Performance Period.
“Reinvested Dividend Amount” shall be calculated as the sum of the total dividends paid on one share of Common Stock during the Performance Period, assuming reinvestment of such dividends in such Common Stock (based on the Closing Stock Price of such Stock on the ex-dividend date). For the avoidance of doubt, it is intended that the foregoing calculation of Reinvested Dividend Amount shall take into account not only the reinvestment of dividends in a share of Common Stock but also capital appreciation or depreciation in the shares of Common Stock deemed acquired by such reinvestment.
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