Exhibit 10.71
THERMO ELECTRON CORPORATION
EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Jim P. Manzi
Name of Recipient
15,000
Number of Restricted Shares of
Common Stock Awarded
Vesting Schedule for Restricted Shares Awarded:
# of Shares Vesting Vesting Date
------------------- -----------
5,000 December 31, 2004
5,000 December 31, 2005
5,000 December 31, 2006
December 12, 2003
Award Date
Thermo Electron Corporation (the "Company") has selected you to receive the
restricted stock award identified above, subject to the provisions of the Equity
Incentive (the "Plan") and the terms, conditions and restrictions contained in
this agreement (the "Agreement"). Please confirm your acceptance of this Award,
and your agreement to the terms of the Plan and this Agreement, by signing both
copies of this Agreement. You should keep one copy for your records and return
the other copy promptly to the Stock Option Manager of the Company, c/o Thermo
Electron Corporation, 81 Wyman Street, Post Office Box 9046, Waltham,
Massachusetts 02454-9046.
THERMO ELECTRON CORPORATION
By: /s/ Seth H. Hoogasian
___________________________________
Seth H. Hoogasian
Vice President, General Counsel
and Secretary
Accepted and Agreed:
/s/ Jim P. Manzi
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Jim P. Manzi
THERMO ELECTRON CORPORATION
EQUITY INCENTIVE PLAN
Restricted Stock Agreement
1. Preamble. This Restricted Stock Agreement contains the terms and conditions
of an award of shares of restricted stock of the Company (the "Restricted
Shares") made to the Recipient identified on the first page of this
Agreement pursuant to the Plan.
2. Restrictions on Transfer. The Restricted Shares shall not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of
except as provided below and in the Plan, until and unless the Restricted
Shares shall have vested as provided in Paragraph 3 below.
3. Vesting. The term "vest" as used in this Agreement means the lapsing of the
restrictions that are described in this Agreement with respect to the
Restricted Shares. The Restricted Shares shall vest in accordance with the
schedule set forth on the first page of this Agreement, provided in each
case that the Recipient is then, and since the Award Date has continuously
been Chairman of the Board of the Company. Notwithstanding the foregoing,
the Recipient shall become fully vested in the Restricted Shares prior to
the vesting dates set forth on the first page of this Agreement in the
following circumstances:
(a) In the event of a Change of Control, as defined in Section 9.2 of the
Plan, as the same may be amended from time to time and as in effect
on the date of determination, all Restricted Shares that have not
previously been forfeited shall immediately vest, provided that
the Recipient is then Chairman of the Board of the Company.
(b) In the event of the Recipient's death, all Restricted Shares that
have not previously been forfeited shall immediately vest,
provided that the Recipient was Chairman of the Board of the Company
immediately prior to the date of death.
4. Forfeiture. In the event the Recipient ceases to be Chairman of the Board
of the Company for any reason other than death, the Restricted Shares that
have not previously vested shall be immediately forfeited to the Company.
5. Dividends and Voting Rights. The Recipient shall be entitled to any and all
dividends or other distributions paid with respect to the Restricted Shares
which have not been forfeited or otherwise disposed of and shall be
entitled to vote any such Restricted Shares; provided however, that any
property (other than cash) distributed with respect to Restricted Shares,
including without limitation a distribution of shares of the Company's
stock by reason of a stock dividend, stock split or otherwise, or a
distribution of other securities based on the ownership of Restricted
Shares, shall be subject to the restrictions of this Restricted Stock
Agreement in the same manner and for so long as the Restricted Shares
remain subject to such restrictions, and shall be promptly forfeited to the
Company if and when the Restricted Shares are so forfeited.
6. Certificates. (a) Legended Certificates. The Recipient is executing and
delivering to the Company blank stock powers to be used in the event of
forfeiture. Any certificates representing unvested Restricted Shares shall
be held by the Company, and any such certificate (and, to the extent
determined by the Company, any other evidence of ownership of unvested
Restricted Shares) shall contain the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF AN EQUITY INCENTIVE PLAN OF THERMO ELECTRON CORPORATION
AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER AND THERMO ELECTRON CORPORATION. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF THERMO ELECTRON CORPORATION.
(b) Book Entry. If unvested Restricted Shares are held in book entry form,
the Recipient agrees that the Company may give stop transfer instructions
to the depository to ensure compliance with the provisions of this
Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares
may be held in book entry form on the books of the Company's depository (or
another institution specified by the Company), and irrevocably authorizes
the Company to take such actions as may be necessary or appropriate to
effectuate a transfer of the record ownership of any such shares that are
unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as
a precondition to the issuance of any certificate or certificates with
respect to unvested Restricted Shares, one or more stock powers, endorsed
in blank, with respect to such shares, and (iii) agrees to sign such other
powers and take such other actions as the Company may reasonably request to
accomplish the transfer or forfeiture of any unvested Restricted Shares
that are forfeited hereunder.
7. Unrestricted Shares. As soon as practicable following the vesting of any
Restricted Shares the Company shall cause a certificate or certificates
covering such shares, without the legend contained in Section 6(a), to be
issued and delivered to the Recipient, subject to the payment by the
Recipient by cash or other means acceptable to the Company of federal,
state, local and other applicable taxes required to be withheld in
connection with such vesting, if any. The Recipient understands that once a
certificate has been delivered to the Recipient in respect of Restricted
Shares which have vested, the Recipient will be free to sell the shares of
common stock evidenced by such certificate, subject to applicable
requirements of federal and state securities laws.
8. Administration. The Board of Directors of the Company, or the Compensation
Committee of the Board of Directors or other committee designated in the
Plan or by the Board of Directors, shall have the authority to manage and
control the operation and administration of this Agreement. Any
interpretation of the Agreement by such body and any decision made by it
with respect to the Agreement is final and binding.
9. Plan Definitions. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the
Plan, a copy of which has already been provided to the Recipient.
10. Amendment. This Agreement may be amended only by written agreement between
the Recipient and the Company, without the consent of any other person.