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EXHIBIT 10.O
PERFORMANCE SHARE AGREEMENT
UNDER THE WYMAN-GORDON LONG-TERM INCENTIVE PLAN
This Agreement is made as of the 17th day of April 1996
between WYMAN-GORDON COMPANY, a Massachusetts corporation (the
"Company") and Sanjay N. Shah, 49 Minuteman Way, Shrewsbury,
Massachusetts 01545 (the "Grantee"), Vice President, Corporate
Strategy Planning and Business Development of the Company
relating to 14,000 shares (the "Shares") of the Company's common
stock, par value $1.00 per share (the "Common Stock") to be
issued by the Company to the Grantee pursuant to the terms and
conditions set forth in the Wyman-Gordon Company Long-Term
Incentive Plan, as it may be amended from time to time in
accordance with its terms (the "Plan") and this Performance Share
Agreement, as it may be amended from time to time in accordance
with its terms (the "Agreement") in consideration of services
heretofore rendered and to be rendered by Grantee to the Company
during the term of this Agreement. By execution of this
Agreement, the Grantee acknowledges receipt of a copy of the Plan
and further agrees to be bound thereby and by the actions,
pursuant to the Plan, of the Committee referred to in the Plan
(the "Committee") and of the Company's Board of Directors.
1. On the date hereof the Company shall issue the Shares to the
Grantee which shall be subject to risk of loss and
forfeiture during a period beginning on the date hereof and
ending on April 17, 2001 (the "Term of this Agreement").
During the Term of this Agreement, the Committee shall
determine the average closing price of the Common Stock on
the NASDAQ National Market System, or on any successor
market or exchange in which the Common Stock is publicly
traded, as quoted in the WALL STREET JOURNAL during each
period of 30 consecutive business days during the Term of
this Agreement, each such period being referred to herein as
a "Measurement Period" and the average prices being referred
to herein as the "Target Price." Restrictions on all or a
portion of the Shares will lapse only if the Target Price
during a Measurement Period has reached the amounts set
forth below:
CUMULATIVE NUMBER OF
SHARES ON WHICH
TARGET PRICE RESTRICTIONS WILL LAPSE
Below $21.00 0
21.00 700
22.00 1,400
23.00 2,800
24.00 4,900
25.00 7,000
26.00 9,100
27.00 11,200
28.00 12,600
29.00 13,300
30.00 and above 14,000
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Upon achieving a Target Price for a Measurement Period as
set forth above, the restrictions set forth above and in
Section 3 below shall lapse with respect to the number of
Shares indicated in the table as to which restrictions have
not previously lapsed. At the end of the Term of this
Agreement, Grantee shall forfeit all right, title and
interest in the Shares to the extent that the Target Price
with respect to such Shares has not been attained.
2. The Grantee acknowledges receipt of a stock certificate
registered in his name for the Shares and bearing a legend
setting forth the restrictions set forth in Section 1 of
this Agreement. The Grantee agrees, concurrently with the
execution of this Agreement, to deposit such stock
certificate with the Company together with a stock power
relating thereto endorsed in blank.
3. The Grantee acknowledges that the Shares may not be sold,
assigned, transferred, conveyed, pledged or otherwise
encumbered during the Term of this Agreement except in
accordance with the provisions of this Agreement. If the
Grantee ceases to be employed by the Company prior to the
end of the Term of this Agreement, his rights to the Shares
to the extent restrictions have not previously lapsed as
provided above in Section 1 will thereupon be forfeited and
revert to the Company.
4. Upon the attainment of the Target Price as provided in
Section 1 and the satisfaction of all other conditions
contained in this Agreement, the restrictions applicable to
the designated number of Shares shall lapse and a stock
certificate for the number of Shares with respect to which
the restrictions have lapsed shall be delivered to the
Grantee, free of all such restrictions except any that may
be imposed by law. Any Shares as to which the restrictions
shall not have lapsed at the end of the Term of this
Agreement shall be transferred to the Company without any
further action of the Grantee.
5. If an event of a Change of Control, as defined below, shall
occur, the Committee in its sole discretion may, but need
not, determine that the restrictions not previously lapsed
and terminated shall be deemed lapsed and terminated with
respect to some or all of the Shares and such Shares, if any
as determined by the Committee, shall not be forfeited and
shall vest in the Grantee upon such terms and conditions as
the Committee may determine. "Change in Control" means any
one of the following events: (1) stockholder approval of a
merger or consolidation involving the Company or a sale of
all or substantially all of the assets of the Company, in
each case except for a transaction in which the Company's
shareholders receive at least 50% of the stock of the
surviving, resulting or acquiring corporation; (2) any
"person" (other than the Company or an employee benefit plan
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of the Company or a corporation controlled by the Company's
employee benefit plan of the Company or a corporation
controlled by the Company's stockholders) becomes the
"beneficial owner" of shares of capital stock of the Company
representing a majority of the votes entitled to be cast on
matters submitted to the shareholders of the Company; or (3)
persons who, as of April 17, 1996, constituted the Company's
Board (the "Incumbent Board") cease for any reason,
including without limitation as a result of a tender offer,
proxy contest, merger or similar transaction, to constitute
at least a majority of the Board, provided that any person
becoming a director of the Company subsequent to April 17,
1996 whose election was approved by at least a majority of
the directors then comprising the Incumbent Board shall for
purposes of this Agreement, be considered a member of the
Incumbent Board. For purposes of this paragraph, the term
"person" shall have the meaning used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934 as amended
(the "1934 Act"), and "beneficial ownership" shall have the
meaning set forth in Rule 13d-3 of the 1934 Act.
6. The Grantee shall have all voting and dividend rights with
respect to the Shares, provided that non-cash dividends
shall be deposited with the Company together with a stock
power or other appropriate instrument of transfer endorsed
in blank and shall be subject to the same restrictions as
the Shares.
7. If the Grantee properly elects, within 30 days of the date
of this Agreement, to include in gross income for federal
income tax purposes an amount equal to the aggregate value
of the Shares subject to the Award based on the closing
price of the Stock on the date of this Agreement, Grantee
shall make arrangements satisfactory to the Committee to pay
to the Company any federal, state or local taxes required to
be withheld with respect to such Shares. If the Grantee
shall fail to make such tax payments as are required, the
Company, shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due
to the Grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to the Shares.
If the Grantee does not make the election described above in
this Section 7, Grantee shall, no later than the date as of
which the restrictions referred to in Section 1 and such
other restrictions as may have been imposed under this
Agreement, shall lapse, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment
of any federal, state or local taxes of any kind required by
law to be withheld with respect to the Shares, and the
Company shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due
to the Grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to the Shares.
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Any tax withholding may be satisfied, at the discretion of
the Committee, by the Company's withholding Shares,
otherwise deliverable to Grantee hereunder with a Fair
Market Value (as defined in the Plan) equal to all or a
portion of the amount to be withheld.
At the sole discretion of the Committee, the Company may
make a loan to Grantee in such amount as may be required to
discharge his federal income tax liability on account of the
lapsing of restrictions under Section 1 above assuming the
resulting income is taxable at the maximum applicable
individual federal income tax rate. Such loan shall have
such maturity and other terms and conditions as the
Committee shall determine in its sole discretion, and shall
bear interest at the applicable federal rate under Section
1274(d) of the Internal Revenue Code of any successor
provision thereto.
8. The issuance of the Shares to Grantee shall be subject to
the condition that if at any time the Company shall
determine (in accordance with the provisions of the
following sentence) that it is necessary as a condition of,
or in connection with, such exercise (a) to satisfy
withholding tax or other withholding liabilities, (b) to
effect the listing, registration, or qualification on any
securities exchange or under any state or Federal law of any
Shares otherwise deliverable in connection with such
exercise, or (c) to obtain the consent or approval of any
regulatory body, then in any such event such exercise shall
not be effective unless such withholding, listing,
registration, qualification, consent or approval shall have
been effected or obtained free or any conditions not
acceptable to the Company in its reasonable and good faith
judgment.
9. This Agreement is in all respects governed by the terms of
the Plan. All of the terms and provisions of the Plan are
hereby incorporated into this Agreement by reference and are
made a part of this Agreement. Each and every provision of
this Agreement shall be administered, interpreted and
construed so that this Agreement shall conform to the
provisions of the Plan. Any provisions of this Agreement
that cannot be so administered, interpreted, or construed
shall be disregarded, and, accordingly, in the event of any
conflict between this Agreement and the Plan, the latter
will govern. Any capitalized terms used herein and not
defined herein have the respective meanings ascribed to them
in the Plan. Whenever the word "Grantee" is used herein in
a context where the provision should logically be construed
to apply to the Grantee's beneficiary, the word "Grantee"
shall be deemed to include such Beneficiary.
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10. In the event that there is any change in the Company Common
Stock through merger, consolidation, reorganization,
recapitalization, or otherwise; or if there shall be any
dividend on the Shares, payable in Shares, or an
extraordinary cash dividend or other extraordinary
distribution; or if there shall be a stock split, reverse
stock split, combination of Shares, exercisability of stock
purchase rights received under the Company's Stockholder
Rights Plan, or other similar corporate transaction or event
that affects the Shares, such that an adjustment is
determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the rights of the Grantee
or of the potential benefits intended to be made available
under this Agreement, the number and kind of Shares and the
other relevant provisions of this Agreement shall be
appropriately adjusted as provided in Section 12 of the
Plan.
11. Notices hereunder shall be mailed or delivered to the
Treasurer of the Company at its principal place of business
at Grafton, Massachusetts, and shall be mailed or delivered
to Grantee at his address set forth above or at such other
address as he may subsequently furnish the Treasurer of the
Company in writing.
12. The Committee may not, without the written consent of the
Grantee, cause this Agreement to be revoked, and may not
without such written consent make or change any
determination or change any term, condition or provision
hereunder if the determination or change would reduce or
adversely affect the Grantee's rights hereunder.
13. Notwithstanding anything herein to the contrary, on or after
the occurrence of a Change in Control, as defined above, the
Committee may not under any circumstances make or change any
determination or change any term, condition, or provision
affecting this Agreement if the determination or change
would reduce or adversely affect the Grantee's rights
hereunder.
14. The Grantee shall designate a Beneficiary in writing and in
such manner as is acceptable to the Company. If the Grantee
fails so to designate a Beneficiary, or if no such
designated Beneficiary survives the Grantee, the Grantee's
beneficiary shall be the Grantee's estate.
15. Nothing in this Agreement shall confer upon the right to
continue in the employment or service of the Company or
affect any right that the Company may have to terminate the
employment or service of (or to demote or to exclude from
future Awards under the Plan) the Grantee at any time for
any reason.
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16. So long as this Agreement shall remain in effect, the
Company shall furnish to the Grantee, as and when available,
a copy of any Prospectus issued with respect to the Shares
covered hereby, and also a copy of all material hereinafter
distributed by the Company to its stockholders generally.
17. This Agreement is nontransferable by Grantee other than by
will or by the laws of descent and distribution. This
Agreement and the provisions thereof shall be binding upon,
and inure to the benefit of, any successor or successors of
the Company and the person or entity to whom his rights
hereunder may have been transferred by will, the laws of
descent and distribution, or beneficiary designation
hereunder.
18. This Agreement shall be governed and its provisions
construed, enforced and administered in accordance with the
laws of the Commonwealth of Massachusetts except to the
extend that such laws may be superseded by any Federal law.
It may not be modified orally.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
WYMAN-GORDON COMPANY
By: /S/DAVID P. GRUBER
David P. Gruber
President and Chief
Executive Officer
/S/SANJAY N. SHAH
Sanjay N. Shah
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