Exhibit 10.67
Grant ID # 21- 0208
[RSA/3 yr 1/3/ Equity Plan]
THERMO ELECTRON CORPORATION
EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
MARC N. CASPER
Name of Recipient
30,000
Number of Restricted Shares of
Common Stock Awarded
Vesting Schedule for Restricted Shares Awarded:
# of Shares Vesting Vesting Date
[10,000] [2/26/2004]
[10,000] [2/26/2005]
[10,000] [2/26/2006]
February 26, 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 Plan
and the terms, conditions and restrictions contained in this agreement (the
"Agreement"). Please confirm your acceptance of this Award, your agreement to
the terms of the Plan and this Agreement, your receipt of a copy of the Plan,
and your receipt of a memorandum regarding the tax treatment of awards of
restricted stock, 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/ Marc N. Casper
- ---------------------------
Marc N. Casper
1
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 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 Human Resources
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. Cause means the Recipient's
willful engagement in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company. For purposes of
this Paragraph 3(c), 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
2
reasonable belief that the Recipient's action or omission was in the
best interests of the Company.
4. Forfeiture. In the event the undersigned ceases to be employed by the
Company or its subsidiaries for any reason other than the reasons set forth
in Paragraph 3, the Restricted Shares, less any Restricted Shares that have
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 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.
3
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), 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, if the Committee so determines, 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 Section 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 Human
Resources Committee of the Board of Directors or other committee designated
in the Plan, shall have the authority to manage and control the operation
and administration of this Agreement. Any interpretation of the Agreement
by the Committee and any decision made by it with respect to the Agreement
is final and binding.
10. 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.
11. Amendment. This Agreement may be amended only by written agreement between
the Recipient and the Company, without the consent of any other person.
4