-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nt/ZpK4hJxA5mycOAKmvDH9Jq6J/sERje9P3iHSN7SeUgYt8oYZv03o1uX1n/WGK sAV9T5VG2ACRKTx1TQYEgg== 0000897101-05-002593.txt : 20051208 0000897101-05-002593.hdr.sgml : 20051208 20051208172018 ACCESSION NUMBER: 0000897101-05-002593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOODHEAD INDUSTRIES INC CENTRAL INDEX KEY: 0000108215 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 361982580 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05971 FILM NUMBER: 051253412 BUSINESS ADDRESS: STREET 1: THREE PKWY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8472369300 MAIL ADDRESS: STREET 1: THREE PWKY NORTH STREET 2: STE 550 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: WOODHEAD DANIEL CO DATE OF NAME CHANGE: 19710624 8-K 1 woodhead055069_8k.txt FORM 8-K DATED DECEMBER 2, 2005 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DECEMBER 2, 2005 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) WOODHEAD INDUSTRIES, INC ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-5971 36-1982580 --------------- ------------------------ ---------------- (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification Incorporation) Number) 3 Parkway North, Suite 550, Deerfield, IL 60035 --------------------------------------------------- (Address of principal executive offices) (Zip Code) 847-236-9300 ---------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [_] Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 2, 2005, the Board of Directors of Woodhead Industries, Inc. (the "Board") approved changes to the compensation paid to the directors who are not employees of the Company. The director compensation, effective January 3, 2006, a summary of which is set forth in Exhibit 10.1 hereto is incorporated by reference into this Item 1.01. The Board also approved the Fiscal 2006 Management Incentive Plan (the "2006 MIP") for key employees (including the CEO and the four other most highly paid executive officers). Under the 2006 MIP, a target annual incentive is established for all participants in the form of a percentage of base salary. For all participants, performance is measured against a predetermined scale with a minimum threshold level of achievement in earnings under which no portion of an incentive award is earned. In addition to the Company's financial performance targets, participants have personal performance goals that are taken into account in determining the final cash incentive awards granted under the MIP. The Human Resources Committee of the Board reviews and recommends all awards under the 2006 MIP for approval by the Board. A copy of the 2006 MIP is attached hereto as exhibit 10.2 and is incorporated by reference into this Item 1.01. Also on December 2nd, the Board approved a relocation payment of $25,000 to Michael Gies in connection with the continuation of his international assignment. On December 2, 2005, the Human Resources Committee of the Board granted, pursuant to the Company's Stock Awards Plans, certain restricted stock awards totaling 110,500 shares to the Company's non-employee directors and 34 key employees (including the CEO and the four other most highly paid executive officers). Each of the non-employee directors received a grant of 2,000 restricted shares, which vest one year from the date of the grant. The CEO and the four other most highly paid executive officers received restricted stock awards in the following amounts: NAME RESTRICTED STOCK ---- ---------------- Philippe Lemaitre 20,000 Robert Fisher 10,000 Duane Wiedor 9,000 Robert Tortorello 7,000 Michael Gies 7,000 For Messrs. Lemaitre, Fisher and Tortorello the shares will vest two years from the date of the grant. For Messrs. Wiedor and Gies the shares will vest three years from the date of grant. A copy of the Company's form of Long Term Incentive Award Agreement is attached hereto as exhibit 10.3 and is incorporated by reference into this item 1.01. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 10.1 Woodhead Industries, Inc. Board Compensation Summary 10.2 Woodhead Industries, Inc. 2006 Management Incentive Plan 10.3 Form of Long Term Incentive Award Agreement SIGNATURE Under the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 this report was signed on behalf of the Registrant by the authorized person below. WOODHEAD INDUSTRIES, INC. Date: December 8, 2005 BY: /s/ Robert H. Fisher - ------------------------------------ Robert H. Fisher Vice President, Finance and C.F.O. (Principal Financial Officer) EX-10.1 2 woodhead055069_ex10-1.txt COMPANY BOARD COMPENSATION SUMMARY EXHIBIT 10.1 WOODHEAD INDUSTRIES, INC. ------------------------- Board Compensation Summary -------------------------- Compensation Elements Amount - --------------------- ------ o Annual Retainer $20,000 (Pd. in quarterly installments) o Meeting Fees (Board $ 1,500 and Committee) o Equity Grants - Appointment Grant Restricted Stock 2,000 shares (2 yr. Ratable vesting) - Annual Grant Restricted Stock 2,000 shares (1 yr. Vesting) o Additional Retainer for Committee Chairs (All) $ 5,000 o Additional Retainer for $ 10,000 Lead Director Note: Meeting fees will be paid for Board and committee meetings that are held telephonically. No fees will be paid for teleconferencing updates. All of the above will be effective January 3, 2006. EX-10.2 3 woodhead055069_ex10-2.txt COMPANY 2006 MANAGEMENT INCENTIVE PLAN EXHIBIT 10.2 WOODHEAD INDUSTRIES, INC. ------------------------- MANAGEMENT INCENTIVE PLAN ------------------------- Fiscal Year 2006 ---------------- 1. Purpose The purpose of the Woodhead Industries, Inc. Management Incentive Plan ("The Plan") is to provide incentive rewards to officers and key employees of the Company and its subsidiaries who are in a position to make a substantial contribution to the profitable growth of the Company. 2. Definition of Terms For the purpose of this Plan, the following terms shall have meanings as follows: a) Award means any cash payout made under the Plan. b) Base Salary means the base salary at the end of the fiscal year. c) Business Region means a business region (North America, Europe or Asia) within the Company for which separate financial statements have been established to measure financial performance. d) Business Unit means a business unit for which separate financial statements have been established to measure financial performance. e) Company means Woodhead Industries, Inc. and any of its subsidiaries or affiliates whether now or hereafter established. f) Corporate Management Committee means a committee that shall be composed of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and the Vice President, Human Resources, or other officers as designated by the Human Resources Committee for the purpose of administering this Plan. g) Controllable Income from Operations means the total of the Business Unit's or Business Region's net sales reduced by total variable and fixed costs, operating expenses, and other income and expenses, as set forth in the Company's internal financial statements for the fiscal year. (For this purpose, excluded from the determination of "Income from Operations" are: Global management expense allocations, miscellaneous income, expense and interest; Corporate G & A and interest allocations; profit sharing; bonus; and income taxes). h) Net Income means net income as certified by the Company's independent accountants, Ernst and Young, LLP, and set forth in the Woodhead Industries' public release of the final audited results for the fiscal year. i) Participant means any employee of the Company designated by the Corporate Management Committee to participate in the Plan and approved by the Human Resources Committee. j) Payment Date means the date incentive awards are paid. In no event will such date be later than 30 days following public release of the final audited results for the fiscal year. k) Plan means the Management Incentive Plan as described in this document. 3. Administration a) The Plan shall be administered by the Corporate Management Committee under the general direction of the Human Resources Committee of the Board of Directors. The Corporate Management Committee shall have the responsibility to recommend eligibility, incentive opportunity, performance measures, unit weightings, plan amendments, and any other factors necessary for the administration of the Plan subject to the review and approval of the Human Resources Committee and the Board of Directors. Further, any and all incentive Awards determined under this Plan shall be reviewed and approved by the Human Resources Committee. b) No member of the Corporate Management Committee, the Human Resources Committee, or the Board of Directors shall be personally liable by reason of any contract or other instrument executed by such member, or on such member's behalf, in such member's capacity as a member of the Corporate Management Committee, the Human Resources Committee, or the Board of Directors nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Corporate Management Committee, the Human Resources Committee, the Board of Directors and each other officer and employee to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission in connection with the Plan unless arising out of such person's own fraud or bad faith. 4. Eligibility to Participate a) Participation in the Plan shall be limited to officers and other key employees of the Company and subsidiaries who have been recommended by the Corporate Management Committee and approved by the Human Resources Committee. Participants are those employees in positions which enable them to make significant contributions to the performance and growth of the Company. Participants are those key employees designated by title on Schedule A, Woodhead Industries, Management Incentive Plan Participants. b) If an employee is hired or promoted into a position during the fiscal year which would qualify the employee for participation, then the employee shall be eligible to receive such portion of an award or no award for the fiscal year as the Human Resources Committee shall determine. c) Any participant additions and deletions to Schedule A must be approved by the Human Resources Committee. 5. Incentive Compensation Opportunity a) The Corporate Management Committee shall establish for each participant in the Plan a range of incentive compensation expressed as a percentage of Base Salary and defined by the position to which the participant is assigned, subject to the review and approval of the Human Resources Committee. b) The range of incentive opportunity shall have an established threshold, target, operating plan, and maximum award for each level of participation. Incentive opportunity for the Plan participants is shown on Schedule B. c) If an employee is promoted to a position that would generally be eligible for a higher incentive Award, then the employee shall be eligible to receive such portion of the higher Award for the fiscal year as the Human Resources Committee shall determine. 6. Performance Measures and Performance Weights a) Performance measures and weights have been established for all participants in the Management Incentive Plan. b) Four categories of performance measures have been established for incentive plan purposes. These categories are: 1) Corporate Performance - as measured by achievement in Net Income at levels specified in Schedule D. 2) Regional Business Performance - as measured by achievement in Regional controllable Income from Operations at levels specified in Schedule D. 3) Business Unit Performance - as measured by achievement in Business Unit Controllable Income from Operations at levels specified in Schedule D. 4) Individual Performance - as evaluated by the Corporate Management Committee. c) The standard performance weights for each category are listed on Schedule C. 7. Performance Standards a) Performance standards will be adopted by the Corporate Management Committee annually for each of the performance measures, subject to review and approval by the Human Resources Committee of the Board. b) The weight assigned to these standards will vary between the Company and each Business Region and Business Unit. These weights will be: Organizational Unit Standard Weight - ------------------- -------- ------ Corporate Corporate Net Income 75% Individual Goals 25% Business Regions Corporate Net Income 25% Regional Controllable Income from Operations 50% Individual Goals 25% Business Units Corporate Net Income 25% Controllable Income from Operations 50% Individual Goals 25% 8. Calculation of Awards For purposes of determining incentive awards, the minimum performance threshold for Corporate net income must be achieved before any award may be paid to an employee. Once this criterion is met, awards will be calculated as the weighted average of the Award earned on each measure and will vary with performance versus the levels set forth in Schedule D. The final determination of Awards is subject to the review and approval of the Human Resources Committee. 9. Special Awards The Chief Executive Officer may, at his discretion, approve special incentive awards, not to exceed $25,000 in aggregate, to employees who are not participants in the Plan, but whose outstanding achievement during the year contributed significantly to Company results. Special incentive awards may only be paid under the following conditions: a) Nominations must be submitted in writing to the Corporate Management Committee outlining the rationale for management's recommendation. b) No special incentive award payment shall exceed 10% of the employee's base salary. 10. Extraordinary Events The Human Resources Committee shall have the authority to make appropriate adjustments in performance appraisals to reduce or eliminate the impact of extraordinary items on such performance. For purposes of the Plan, extraordinary items shall be defined as (1) any profit or loss attributable to acquisitions or dispositions of stock or assets, (2) any changes in accounting standards or treatments that may be required or permitted by the Financial Accounting Standards Board or adopted by the Company or its subsidiaries after the goal is established, (3) gains, losses or expenses for the year related to restructuring charges for the Company or its subsidiaries, (4) gains, losses or expenses for the year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business, (5) all items of gain, loss or expense for the year related to discontinued operations that do not qualify as a segment of a business as defined in APB Opinion No. 30 (or successor literature), and (6) such other items as may be prescribed by Section 162(m) of the Code and the treasury regulations thereunder as may be in effect from time to time, and any amendments, revisions or successor provisions and any changes thereto. 11. Termination of Employment a) If a participant voluntarily terminates or is terminated prior to the Payment Date under the Plan, then the participant shall not be entitled to receive any incentive Award under this Plan. b) In the event a participant shall die, become disabled or retire before the payment date under the Plan, then the Human Resources Committee may authorize payment of an Award to the participant, participant's estate or beneficiary in such amount as said Committee deems appropriate. 12. Pro Rata Incentive Award Notwithstanding any other provisions in this Plan (including section 15), in the event of (i) a merger or consolidation of the Company in which the shareholders of the Company immediately prior to such transaction do not own 50% or more of the surviving company or (ii) a sale of all or substantially all of the assets of the Company, during the fiscal year, a pro rata portion of a participant's annual incentive award shall be awarded for the fiscal year in which said merger, consolidation or sale of assets occurs. For purposes of this section, Payment Date shall be deemed to occur upon the date said merger, consolidation or sale of assets occurs and payment of the pro rata incentive award required hereunder shall be paid as promptly as practicable following such date. The pro rata incentive award shall be based on the Company's performance in the year to date period at the time of the closing for said merger, consolidation or sale of assets. In determining such pro rata award, the calculation of performance shall be the year to date achievement of corporate net income as of the last completed quarter. 13. Tax Withholding The Company shall have the right to withhold from Base Salary or otherwise or to cause the Participant (or the executor or administrator of his or her estate or his or her distributee) to make payment of any federal, state, local, or foreign taxes required to be withheld with respect to the distribution of any Awards. 14. Miscellaneous Provisions a) Binding Upon Successors - The obligations of the Company under the Plan shall be binding upon any successor Company or organization which shall succeed to substantially all of the assets and business of the Company, and the term "Company" whenever used in the Plan, shall mean and include any such Company or organization after such succession. b) No Employment Rights - No participant shall have any right to be retained in the employ of the Company or its subsidiaries by virtue of participation in the Plan. c) Governing Law - The Plan shall be governed by and construed in accordance with the laws of the State of Illinois. 15. Amendment and Termination a) The Board of Directors may amend the Plan at any time and from time to time, without the consent of participants. Subject to c) below, no such amendment shall divest any participant of amounts which accrued under the Plan prior to the fiscal year in which the amendment is made. b) The Board of Directors may terminate the Plan at any time. No termination shall affect any amounts that accrued in fiscal years prior to the date of termination. c) Notwithstanding anything in this section or Plan to the contrary, the Board of Directors shall have the final authority to grant, rescind or modify awards otherwise called for by this Plan, when it deems such grant, rescission or modification to be, in light of all relevant circumstances, in the best interest of the shareholders. Woodhead Industries, Inc. ------------------------- Schedule A ---------- PARTICIPANT LIST ---------------- Fiscal Year 2006 ---------------- 46 Key management positions as approved by the Board of Directors on December 2, 2005, including the CEO and the four other most highly paid executive officer positions. Woodhead Industries, Inc. ------------------------- Schedule B ---------- INCENTIVE COMPENSATION OPPORTUNITY ---------------------------------- Percent of Salary ----------------- OPERATING MAXIMUM PLAN ("ALPHA") LEVEL THRESHOLD AWARD TARGET AWARD AWARD AWARD ----- --------------- ------------ --------- --------- 6 25.0% 50.0% 75.0% 125.0% 5 20.0% 40.0% 60.0% 100.0% 4 15.0% 30.0% 45.0% 75.0% 3 12.5% 25.0% 37.5% 62.5% 2 10.0% 20.0% 30.0% 50.0% Woodhead Industries, Inc. ------------------------- Schedule C ---------- STANDARD PERFORMANCE WEIGHTS ---------------------------- Percent of Award ----------------
BUSINESS BUSINESS UNIT CORPORATE REGION UNIT INDIVIDUAL ---- --------- ------ ---- ---------- Corporate 75% 25% North America (Excludes Software & Electronics) 25% 50% 25% Europe 25% 50% 25% (Excludes Software & Electronics) Asia 25% 50% 25% Software & Electronics 25% 50% 25% Global Marketing (Physical Media) 25% 25% 25% 25%
Woodhead Industries, Inc. ------------------------- Schedule D ---------- PERFORMANCE THRESHOLDS AND MEASURES ----------------------------------- As approved by the Board of Directors on December 2, 2005. EX-10.3 4 woodhead055069_ex10-3.txt FORM OF LONG TERM INCENTIVE AWARD AGREEMENT EXHIBIT 10.3 December 2, 2005 ____________________ ____________________ ____________________ Subject: Long-Term Incentive Award Agreement Dear _______: I am pleased to inform you that the Human Resources Committee of the Board of Directors of Woodhead Industries, Inc. ("Woodhead" or "the Company") has selected you to receive a long-term incentive award designed to encourage your participation in maximizing the long term value of the Company, which is dependent on the growth of the Company's stock price. The Company views your ongoing support of its strategy to be an integral factor for its success. This restricted share award is contingent upon your agreeing to the terms of this Long-Term Incentive Award Agreement and our Stock Awards Plan more fully described below. This award is a grant of ________ restricted shares of Woodhead Industries, Inc. Common Stock in accordance with the terms of the ____ Stock Awards Plan (the "Plan"). These restricted shares will vest on December 2, 200_. Unvested restricted shares are nontransferable (i.e., they may not be sold, assigned, or pledged) and are subject to the forfeiture provisions contained in Section 6 of the Plan. Except for the restrictions and forfeiture provisions in the Plan, and the restrictions contained herein, from the date of grant you will have all the rights of a holder of the Company's Common Stock (including voting and receiving dividends). Under the current Internal Revenue Code, at the time of vesting of the restricted shares, you will recognize taxable compensation income at the full fair market value of the shares on the vesting date. The Company is currently required to withhold taxes at the rate of 25% of the full fair market value of the shares within 1 to 5 business days of vesting. Alternatively, you may elect to have the grant taxed as compensation income on the date of grant. If the shares are subsequently forfeited, however, you will not be entitled to a deduction (i.e., the taxes paid are not recoverable). Upon the sale of these shares, the difference between the selling price and the tax basis of the shares will be treated as a capital gain or loss. Any dividends paid on the restricted shares will be treated as compensation income. Woodhead shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to Woodhead an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this agreement. Regardless of any action Woodhead takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary) and that Woodhead: (a) makes no representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the grant, including the grant, vesting or subsequent sale of Shares acquired as a result of restricted stock awarded hereunder and the receipt of any dividends; and (b) does not commit to structure the terms of the grant or any aspect of the restricted stock to reduce or eliminate your (or your beneficiary's) liability for such tax. In accepting the grant, you acknowledge that: (a) the Plan is established voluntarily by Woodhead, it is discretionary in nature and it may be modified, suspended or terminated by Woodhead at any time, as provided in the Plan and this agreement; (b) the grant is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future grants, if any, will be at the sole discretion of Woodhead; (d) your participation in the Plan is voluntary; (e) the grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Woodhead and which is outside the scope of your employment contract, if any; (f) the grant is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that you are an employee of a subsidiary of the Company, the grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment contract with the subsidiary that is your employer; (h) this grant shall not confer upon you any right to continuation of employment by Woodhead, nor shall this grant interfere in any way with Woodhead's right to terminate your employment at any time; (i) the future value of the restricted stock is unknown and cannot be predicted with certainty. This agreement and your rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Board may adopt for administration of the Plan. The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights under this agreement, without your written approval. You are hereby notified that Woodhead collects, uses and transfers your personal data, in electronic or other form, to implement, administer and manage your participation in the Plan. Your acceptance of this agreement constitutes your acceptance of the restricted shares and your agreement to be bound by the terms of the Plan, the terms of this agreement and your acceptance and acknowledgement of the data privacy notification below. Woodhead holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Woodhead stock, details of all options or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan ("Data"). In order to offer the Plan and to comply with applicable law, your personal data may be transferred to Woodhead offices in the United States. In addition, Woodhead may transfer this information to third parties outside your country of residence who assist Woodhead in the implementation, administration and management of the Plan. If you have any questions regarding the collection, use, or disclosure of your personal information for this purpose, please contact your local human resources representative. The attached irrevocable stock power will be used to cancel the restricted shares in the event that they are forfeited for any reason prior to vesting. The stock power must be signed and returned along with one signed copy of this agreement to the Company's general counsel at the corporate office. You are reminded that your disposition of any shares of Woodhead Industries, Inc. stock may be subject to SEC Rule 144 and our insider trading policy, so before engaging in any such transaction you must pre-clear that transaction with the Company's general counsel. Congratulations on being selected as a recipient of a restricted stock award. I am confident that with your dedicated efforts and the opportunities for growth in our business, you can contribute to an increase in shareholder value and your own personal stock value in the years to come. Sincerely, WOODHEAD INDUSTRIES, INC. Philippe Lemaitre Chairman, President and CEO Accepted and agreed to as of the date set forth above. _____________________________ _____________________________ Print Name -----END PRIVACY-ENHANCED MESSAGE-----