Exhibit 10.68
THERMO ELECTRON CORPORATION
EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNITS AGREEMENT
Marc N. Casper
Name of Recipient
30,000
Number of Restricted
Stock Units Awarded
Vesting Schedule for Restricted Stock Units Awarded:
# of Shares Vesting Date
10,000 November 19, 2004
10,000 November 19, 2005
10,000 November 19, 2006
November 19, 2003
Grant Date
Thermo Electron Corporation (the "Company") has selected you to receive the
restricted stock units award identified above, subject to the provisions of the
Equity Incentive Plan (the "Plan") and the terms, conditions and restrictions
contained in this agreement (the "Agreement"). Please confirm your acceptance of
this Award, your agreement to other 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 units, 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/ Stephen G. Sheehan
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Stephen G. Sheehan
Vice President, Human Resources
Accepted and Agreed:
/s/ Marc N. Casper
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Recipient
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1. Preamble. This Agreement contains the terms and conditions of an award of
restricted stock units of the Company (the "Restricted Units") made to the
Recipient identified on the first page of this Agreement pursuant to the Plan.
Any consideration due to the Company on the issuance of the Restricted Units has
been deemed to be satisfied by past services rendered by the Recipient to the
Company. For purposes of this Agreement, the defined terms used herein and not
otherwise defined shall have the meaning set forth in that certain Executive
Change in Control Retention Agreement dated as of November 19, 2003 by and
between the Recipient and the Company, as the same may be amended from time to
time.
2. Restrictions on Transfer. The Restricted Units shall not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of, until and
unless the Restricted Units shall have vested as provided in Section 3 of this
Agreement and a certificate has been issued pursuant to Section 6 of this
Agreement.
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
Units. The Restricted Units 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 Grant Date has continuously been, employed by the Company.
Once a Restricted Unit has become vested, it shall be referred to as an
Unrestricted Unit. Notwithstanding the foregoing, the Recipient shall become
vested in the Restricted Units prior to the vesting date set forth on the first
page of this Agreement in the following circumstances:
(a) Immediately prior to the consummation of a Change in Control, all
Restricted Units that have not previously been forfeited shall immediately vest;
provided that the Recipient is then employed by the Company.
(b) In the event of the Recipient's death or Disability, all Restricted
Units that have not previously been forfeited shall immediately vest; provided
that the Recipient was employed by the Company immediately prior to the date of
death or Disability.
(c) In the event Recipient's employment is terminated by the Company
without Cause or in the event the Recipient terminates employment for Good
Reason (it being understood that in this context, a termination of employment by
the Company without Cause or by the Recipient with Good Reason does not include
a termination due to the Recipient's death or Disability or a termination with
Cause or without Good Reason), all Restricted Units that have not previously
been forfeited shall immediately vest.
4. Forfeiture. In the event the Company terminates the Recipient's employment
for Cause or the Recipient terminates his employment on his own initiative (it
being understood that in this context, a termination of employment on the
Recipient's own initiative does not include a termination due to his death or
Disability or with Good Reason), all Restricted Units that have not previously
been forfeited on such date shall be immediately forfeited to the Company.
5. Dividend Equivalents.
(a) The Recipient shall be entitled to be credited with additional
Unrestricted Units based on all cash dividends paid with respect to the common
shares of the Company, par value $1.00 per share (the "Shares"), as determined
in accordance with the following formula:
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W = (X multiplied by Y) divided by Z, where:
W = the number of additional Unrestricted Units to be credited to the
Recipient on such dividend payment date;
X = the aggregate number of Restricted Units and Unrestricted Units
credited to the Recipient as of the record date of the dividend;
Y = the cash dividend per share amount; and
Z = the fair market value per Share (the fair market value shall be the
average of the closing prices of the common stock of the Company listed on the
New York Stock Exchange or such other exchange for the five (5) business days
preceding and including the dividend payment date).
(b) In the case of a dividend paid on Shares in the form of Shares,
including without limitation a distribution of Shares by reason of a stock
dividend, stock split or otherwise, the number of Units credited to the
Recipient shall be increased by a number equal to the product of (i) the
aggregate number of Restricted Units and Unrestricted Units that have been
awarded to the Recipient through the related dividend record date, and (ii) the
number of Shares (including any fraction thereof) payable as dividend on one
Share. In the case of a dividend payable in property other than Shares or cash,
the per Share value of such dividend shall be determined in good faith by the
Board of Directors of the Company and shall be converted to additional Units
based on the formula in (a) above. Such additional Units shall be Unrestricted
Units if they are attributable to dividend equivalents on Unrestricted Units and
shall be Restricted Units if they are attributable to dividend equivalents on
Restricted Units. Any additional Restricted Units shall be subject to the
restrictions of this Agreement in the same manner and for so long as the
Restricted Units remain subject to such restrictions, and shall be promptly
forfeited to the Company if and when the Restricted Units are so forfeited.
6. Unrestricted Units.
(a) As soon as practicable following the Recipient's termination of
employment, the Company shall issue to the Recipient a certificate representing
the number of Shares equal to the aggregate number of Unrestricted Units
credited to the Recipient on such date in full satisfaction of such Unrestricted
Units.
(b) Upon a Change in Control, the Company shall issue to the Recipient a
certificate representing the number of Shares equal to the aggregate number of
Unrestricted Units credited to the Recipient on such date (determined after
giving effect to Section 3(a) above) in full satisfaction of such Units;
provided, however, that in the event that the Company is involved in a
transaction in which the Shares will be exchanged for cash or other
consideration, the Company shall issue to the Recipient immediately prior to the
consummation of such transaction a certificate representing the number of Shares
equal to the aggregate number of Unrestricted Units credited to the Recipient on
such date (determined after giving effect to Section 3(a) above).
(c) In each instance above, the certificate or certificates issued to the
Recipient covering the Shares shall be subject to the payment by the Recipient
by cash or other means acceptable to
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the Company of any federal, state, local and other applicable taxes required to
be withheld in connection with such issuance in accordance with Section 7 of
this Agreement. The Recipient understands that once a certificate has been
delivered to the Recipient in respect of the Unrestricted Units, the Recipient
will be free to sell the Shares evidenced by such certificate, subject to
applicable requirements of federal and state securities laws. Immediately after
the issuance of Shares, this Agreement shall terminate and be of no further
force or effect.
7. Tax Withholding. The Recipient expressly acknowledges that the issuance of a
certificate to him pursuant to the provisions of Section 6 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 having the Company hold back from the Shares to be
delivered, Shares having a value calculated to satisfy the minimum withholding
requirement of all federal, state, local and any other applicable taxes required
to be withheld in connection with such award or vesting. The Recipient further
acknowledges that he will be subject to employment taxes on the market value of
the Restricted Units on the date of vesting and he agrees that he will pay to
the Company an amount in cash sufficient to satisfy the employment tax
withholding.
8. Administration. The Board of Directors of the Company, or the Human Resources
Committee 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.
9. Plan Definitions. Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of a 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.