Exhibit 10.33
AMENDMENT NO. 5 TO THE
2002 STOCK INCENTIVE PLAN OF
AMETEK, INC.
WHEREAS, AMETEK, Inc (the "Company") has adopted the 2002 Stock
Incentive Plan of AMETEK, Inc. (the "Plan"); and
WHEREAS, Section 18 of the Plan permits the Board of Directors of
the Company or the Committee (as defined in the Plan) to amend the Plan; and
WHEREAS, the Board of Directors of the Company now desires to amend
the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 3 of the Plan is hereby amended to read in its entirety
as follows:
"3. Shares Subject to the Plan. Subject to the provisions of Section
16 hereof, the aggregate number of Shares that may be subject to
Options, Phantom Stock Awards (other than any Phantom Stock Awards
which are payable only in cash), Restricted Stock Awards and Rights
shall not exceed 4,000,000, which Shares may be either Treasury
Shares or authorized but unissued Shares. A maximum of 1,200,000
Shares may be awarded to any single individual during the duration
of the Plan. A maximum of 25% of the aggregate number of Shares, or
1,000,000 Shares, may be awarded as Restricted Shares, Rights,
Phantom Stock Awards and Phantom Stock Units. A maximum of 10% of
the aggregate number of Shares, or 400,000 Shares, may be awarded to
Non-Employee Directors during the duration of the Plan. In the event
the Corporation adopts a stock purchase plan for the benefit of its
employees, the shares of common stock awarded under that plan shall
further reduce the aggregate number of Shares available under this
Plan. If the Shares that would be issued or transferred pursuant to
any such Incentive Award are not issued or transferred and cease to
be issuable or transferable for any reason (including the extent to
which payment pursuant to a Phantom Stock Award is made in cash), or
if Restricted Shares issued pursuant to a Restricted Stock Award are
forfeited, the number of Shares subject to such Incentive Award will
no longer be charged against the limitation provided for herein
(even if the holders had voting or dividend rights with regard to
the Shares) and may again be made subject to Incentive Awards;
provided, however, that Shares as to which an Option has been
surrendered in connection with the exercise of a related Right shall
not again be available for the grant of any further Incentive
Awards. Notwithstanding the preceding, with respect to any Option or
Right granted to any person who is a
Exhibit 10.33
"covered employee" as defined in Section 162(m) of the Code that is
canceled (other than with respect to the exercise of a related Right
or Option) or as to which the exercise price or base value is
reduced, the number of shares subject to such Option or Right shall
continue to be counted, in accordance with said Section 162(m) and
regulations promulgated thereunder, against the maximum number of
Shares which may be the subject of Incentive Awards granted to such
person."
2. The provisions of this Amendment shall be effective as of January
27, 2005.
3. Except to the extent hereinabove set forth, the Plan shall remain
in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by a duly
authorized officer of the Company as of the 27th day of January, 2005.
AMETEK, INC.
By: /s/ Frank S. Hermance
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Name: Frank S. Hermance
Title: Chairman &
Chief Executive Officer
Attest:
/s/ Kathryn E. Londra
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Kathryn E. Londra
Corporate Secretary