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Time-Vested RSU (Single Trigger)
Restricted Stock Unit Agreement
2019 Stock Incentive Plan
Stock Unit Agreement is made as of the Grant Date set forth below between PerkinElmer, Inc., a Massachusetts corporation (the Company ), and the Participant named below.
| Name of Participant (the Participant ): | ||
| Grant Date: | ||
| Number of Restricted Stock Units (the Units ): | ||
| Vesting Start Date: | ||
| Vesting Schedule: | ||
| Vesting Date | Number of Units that Vest | |
| [Enter vesting schedule here] | ||
| Except as provided herein, all vesting is dependent on the Participant remaining continuously employed by the Company on the Vesting Date. |
This agreement includes this Notice of Grant and the following Exhibits, which are expressly incorporated by reference in
their entirety herein:
Exhibit A General Terms and Conditions
Exhibit B 2019 Stock Incentive Plan
acceptance of this restricted stock unit award and of the terms and conditions of this agreement by signing a copy of this agreement where indicated below.
| PERKINELMER, INC. | PARTICIPANT | |||||
| Name: | Name: | |||||
| Title: | Address: |
Time-Vested RSU (Single Trigger)
Restricted Stock Unit Agreement
2019 Stock Incentive Plan
GENERAL TERMS AND CONDITIONS
The terms and conditions of the award of Units made to the Participant, as set forth in the Notice of Grant that forms part of this agreement
(the Notice of Grant ), are as follows:
(a) Grant. For valuable consideration, receipt of which is acknowledged, the Company has granted to the
Participant, subject to the terms and conditions set forth in this agreement and in the Company s 2019 Stock Incentive Plan (the Plan ), an award with respect to the number of Units set forth in the Notice of Grant. Each Unit
represents the right to receive one share of common stock, $1.00 par value per share, of the Company (the Common Stock ) upon vesting of the Unit, in accordance with and subject to the terms and conditions set forth herein. The shares of
Common Stock that are issuable upon vesting of the Units are referred to in this agreement as Shares. Participant agrees that the Units shall be subject to vesting as set forth in Section 2 of this agreement.
(b) Forfeiture. If the Participant ceases to be employed by the Company for any reason or no reason, with or
without cause, before the Units vest, in accordance with Section 2 of this agreement, in full, all the Units that are unvested as of the time of such employment termination (after giving effect to any vesting that occurs upon such termination
pursuant to Section 2 of this agreement) shall be immediately forfeited to the Company.
(a) Generally. The Units shall vest in accordance with the vesting schedule set forth in the Notice of Grant.
Upon the vesting of a Unit, the Company will deliver to the Participant, for each Unit that becomes vested, one Share of Common Stock.
(b) Death or Permanent Disability. 100% of the Units will vest upon the death or permanent disability of the
Participant on or before the date the Participant would have become vested in the Units pursuant to paragraph (a) above. The Participant shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for
a six consecutive month period and if he is entitled to long-term disability benefits under the Company s long term disability plan, as determined by the long term disability carrier;
(c) Change in Control Event. 100% of any remaining unvested Units will vest upon the occurrence of a Change in
Control Event on or before the date the Participant would have become vested in the Units pursuant to paragraph (a) above.
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(d) Definitions. For purposes of this agreement, a
Change in Control Event means an event or occurrence set forth in one or more of paragraphs (i) to (iv) below (including an event or occurrence that constitutes a Change in Control Event under one of such subsections but that is
specifically exempted under another such subsection):
(i) The acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), (a Person ) of beneficial ownership of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of either (A) the then-outstanding shares of Common Stock of the Company (the
Outstanding Company Common Stock ) or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities );
provided, however, that for purposes of this subsection (i), none of the following acquisitions of Outstanding Company Common Stock or Outstanding Company Voting Securities shall constitute a Change in Control Event: (I) any acquisition
directly from the Company (excluding an acquisition pursuant to the exercise, conversion, or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person
exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company), (II) any acquisition by the Company, (III) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (IV) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) and (B) of paragraph (ii) of this
(ii) Such time as the Continuing Directors (as defined below) do not constitute a majority of
the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term Continuing Director means at any date a member of the Board (A) who is a member of the Board on the date of the
execution of this agreement, or (B) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was
recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (B) any individual whose initial
assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the
(iii) The consummation of a merger, consolidation, reorganization, recapitalization or share exchange
involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), unless, immediately following such Business Combination, each of the following two conditions is
satisfied: (A) all or substantially all of the individuals or entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then- outstanding securities entitled to vote generally in the election of directors, respectively, of the surviving,
resulting or acquiring corporation in such Business Combination (which shall include,
Time-Vested RSU (Single Trigger)
without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company s assets either directly or indirectly through one or more other
entities) (such resulting or acquiring corporation is referred to herein as the Acquiring Corporation ) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (B) no Person beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or
(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
For purposes of this agreement, employment with the Company shall include employment with a parent or subsidiary of the Company. Absent a determination
otherwise by the Committee, the Participant must be employed on the vesting date to be entitled to vest in the Units.
(a) As soon as administratively practicable following the vesting dates of the Units pursuant to Section 2(a)
above, but in no event later than the 15th day of the third month of the year following the calendar year in which the applicable Units vest, the Company shall distribute to the Participant (or to
the Participant s estate in the event of death) one Share of Common Stock in settlement of each Unit that vested on such vesting date, subject to reduction pursuant to Section 3(c).
(b) As soon as administratively practicable following the vesting date(s) of the Units pursuant to Section 2(b)
or 2(c) above, but in no event later than the 15th day of the third month of the year following the calendar year in which the Units vest, the Company shall distribute to the Participant (or to
the Participant s estate in the event of death) one Share of Common Stock in settlement of each Unit granted in Section 1(a) above (such that the total number of Shares distributed shall equal the total number of Units granted), subject to
reduction pursuant to Section 3(c).
(c) On each date on which Units vest hereunder, the Participant will
satisfy the tax withholding obligation due on such date through the retention by the Company of Shares subject to Units scheduled to vest on such date. Accordingly, the Participant hereby instructs the Company to take whatever action is necessary or
advisable such that, with no further action by the Participant, on date on which Units vest hereunder, the Company deducts from the Shares of Common Stock that would otherwise be distributed to the participant pursuant to Section 3(a) or
(b) with respect to such vesting of Units a number of Shares with a value equal to the Company s minimum statutory withholding obligations, based on the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that result from the vesting of Units on such date hereunder, with the value of one Share for such purpose being equal to the closing price of the Company s common stock on the trading day preceding the vesting date.
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(d) As of the date hereof, the Participant is not aware of any
material nonpublic information about the Company or its common stock. The Participant has entered into the commitments described in Section 3(c) in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934. It is the intention of the Participant that Section 3(c) comply with the requirements of Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, and Section 3(c) shall be interpreted to comply with the requirements of such rule.
(e) The Company shall not be obligated to issue to the Participant the Shares upon the vesting of any Unit (or
otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the requirements of any stock
exchange upon which shares of Common Stock may be issued.
4. Restrictions on Transfer. The Participant
shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively transfer ) any Units except by the will or the laws of descent and distribution, and no amounts deferred under
this agreement, or any rights therein, shall be subject in any manner to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy, lien, attachment, garnishment, debt or other charge or disposition of any kind.
5. Dividend and Other Shareholder Rights. Except as set forth in the Plan, neither the Participant nor any
person claiming under or through the Participant shall be, or have any rights or privileges of, a stockholder of the Company in respect to the Shares issuable pursuant to the Units granted hereunder until the Shares have been delivered to the
6. Provisions of the Plan. This agreement is subject to the provisions of the Plan, a copy of
which is furnished to the Participant with this agreement.
7. Adjustments for Stock Splits, Stock Dividends,
(a) If from time to time during the term of this agreement, there is any stock split-up, reverse stock split, stock dividend, stock distribution, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in
capitalization event or other reclassification of the Common Stock of the Company, or any distribution to holders of Common Stock other than a normal cash dividend, then a Unit shall become the right to receive, subject to the vesting and payment
provisions described herein, any and all such new, substituted or additional securities or cash as if the Unit represented a share of Common Stock.
(b) If the Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any
distribution in total or partial liquidation, securities of another corporation, or other property (including cash), pursuant to any merger of the Company or acquisition of its assets, other than one that constitutes a Change in Control Event for
the purposes of Section 2 of this agreement, then the rights of the Company under this agreement
Time-Vested RSU (Single Trigger)
shall inure to the benefit of the Company s successor and a Unit shall become the right to receive, subject to the vesting and payment provisions described herein, any and all such new,
substituted or additional securities or cash as if the Unit represented a share of Common Stock.
Taxes; No Section 83(b) Election.
(a) The Participant acknowledges and agrees that the
Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to the vesting of the Shares.