Exhibit 10.75
THERMO ELECTRON CORPORATION
EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
PETER M. WILVER
Name of Recipient
10,000
Number of Restricted Shares of
Common Stock Awarded
Vesting Schedule for Restricted Shares Awarded:
# of Shares Vesting Vesting Date
5,000 2/26/05
5,000 2/26/06
February 26, 2004
Award Date
Thermo Electron Corporation (the "Company") has selected you to receive the
restricted stock award identified above, subject to the provisions of 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/ Peter M. Wilver
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Peter M. Wilver
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, employed by the Company or any of its subsidiaries. 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 employed by the Company or its subsidiaries.
(b) In the event of the Recipient's death or disability, all Restricted
Shares that have not previously been forfeited shall immediately vest,
provided that the Recipient was employed by the Company or its
subsidiaries immediately prior to the date of death or disability. For
purposes of this Agreement, "disability" shall mean a disability as
determined (subject to such additional rules as the Compensation
Committee of the Board of Directors of the Company (the "Committee")
may prescribe) in accordance with the long term disability plan of the
Company and its subsidiaries covering the Recipient or, if there is no
such plan, in accordance with a determination of disability by the
U.S. Social Security Administration if the Recipient is a U.S. citizen
or resident in the United States, or such comparable body, as
determined by the Committee, with respect to Recipients who are not
U.S. citizens and are not resident in the United States.
(c) In the event the Recipient's employment is terminated by the Company
other than for cause, all Restricted Shares that have not previously
been forfeited shall immediately vest. For the purposes of this
Agreement, "cause" shall mean the Recipient's willful engagement in
illegal conduct or gross misconduct which is injurious to the Company,
and no act or failure to act by the Recipient shall be considered
"willful"
unless it is done, or omitted to be done, in bad faith and without
reasonable belief that the Recipient's action or omission was in the
best interests of the Company.
4. Forfeiture. In the event the Recipient ceases to be employed by the Company
or its subsidiaries for any reason other than the reasons set forth in
Paragraph 3 of this Agreement, 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 the 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 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 THE ISSUER'S EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE
ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES
OF THE ISSUER.
(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 Paragraph 6(a) of
this Agreement, 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 any federal, state, local and other applicable taxes required to be
withheld in connection with such vesting. 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. Tax Withholding. The Recipient expressly acknowledges that the award or
vesting of the Restricted Shares will give rise to "wages" subject to
withholding. The Recipient expressly acknowledges and agrees that the
Recipient's rights hereunder are subject to the Recipient's paying to the
Company in cash (or by such other means as may be acceptable to the Company
in its discretion, including by the delivery of previously acquired shares
of common stock of the Company or by having the Company hold back from the
shares to be delivered, shares of the Company's common stock having a value
calculated to satisfy the withholding requirement) all federal, state,
local and any other applicable taxes required to be withheld in connection
with such award or vesting. If the withholding obligation is not satisfied
by the Recipient promptly, the Company may, without further consent from
the Recipient, have the right to deduct such taxes from any payment of any
kind otherwise due to the Recipient, including but not limited to, the hold
back from the shares to be delivered pursuant to Paragraph 7 of this
Agreement of that number of shares calculated to satisfy all federal,
state, local or other applicable taxes required to be withheld in
connection with such award or vesting.
9. 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 the Board or any such Committee and any
decision made by it with respect to the Agreement is final and binding.
10. Plan Controls. Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of the Plan.
11. Amendment. This Agreement may be amended only by written agreement between
the Recipient and the Company, without the consent of any other person.