8-K

UNITED STATES

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

Date of Report (Date of earliest event reported): September 27, 2020

METHODE ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33731	36-2090085
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8750 West Bryn Mawr Avenue, Chicago, IL		60631
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (708) 867-6777

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	MEI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2020, the Compensation Committee of Methode Electronics, Inc. (“Methode”) awarded performance-based restricted stock (“Performance-Based RSAs”), performance units (“Performance Units”) and time-based restricted stock units (“RSUs”) to our executive officers.  The Performance-Based RSAs and Performance Units were awarded pursuant to a Long-Term Performance-Based Award Agreement and the RSUs were awarded pursuant to a Long-Term Time-Based Award Agreement.  All awards were made under Methode’s 2014 Omnibus Incentive Plan (the “Plan”).      

After a comprehensive review of various design alternatives and market practices presented by the Compensation Committee’s independent executive compensation consultant, Frederic W. Cook & Co., Inc., one of the critical determining factors the Compensation Committee considered in granting another five-year, long-term incentive program was the performance of the two prior five-year, long-term incentive programs which concluded as of the end of fiscal 2015 and fiscal 2020.  Consistent with our prior five-year programs, the Compensation Committee currently expects that these Performance-Based RSAs, Performance Units and RSUs will be the only equity-based awards made to our executive officers during this new five-year period which ends on May 3, 2025, i.e., fiscal 2021 through fiscal 2025. The Compensation Committee believes the mix of performance-based and time-based awards supports Methode’s operating performance and retention objectives.  The Performance Units represent an opportunity for participants to receive a cash payment based on the price of Methode’s common stock to the extent that fiscal 2025 EBITDA exceeds target performance for the Performance-Based RSAs.  At the discretion of the Compensation Committee, the Performance Units may be settled in shares of ‎Methode’s common stock. ‎ The Compensation Committee determined that EBITDA is the appropriate performance metric for the program.

The tables below set forth details regarding the awards to the named executive officers.

Executive	Target Performance-Based RSAs	Time-Based RSUs	Maximum Performance Units*
Donald Duda Chief Executive Officer	375,000	375,000	187,500
Ronald Tsoumas Chief Financial Officer	75,500	75,500	37,750
Joseph E. Khoury Chief Operating Officer	144,000	144,000	72,000
Anil Shetty President, Dabir Surfaces	68,000	34,000	23,000‎

* Executives will only begin to earn Performance Units in the event Methode’s fiscal 2025 EBITDA exceeds the Performance-Based RSA target performance goal of $300 million.

Performance-Based RSAs

The Performance-Based RSAs may be earned based on fiscal 2025 performance relative to established goals for threshold and target performance.  The executives will not earn any shares of Performance-Based RSAs if threshold performance is not met. For Messrs. Duda, Tsoumas and Khoury, performance will be based on Methode’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2025, subject to certain adjustments, including adjustments for non-accretive acquisitions and divestitures.  

The performance goals and corresponding percentages of Restricted Stock eligible to be earned by these executives are set forth below.

Performance Goal	Fiscal 2025 EBITDA, As Adjusted	Percentage of Restricted Stock Earned*
Threshold Performance	$270 million	50%
Target Performance	$300 million	100%

        *  Payouts are interpolated for performance falling between established performance measures.

For Mr. Shetty, performance will be based on the fiscal 2025 EBITDA of our Dabir Surfaces subsidiary, subject to adjustments for acquisitions.

Dividends will not be paid on the Performance-Based RSAs until the shares have been earned.  At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the restricted period and the number of shares earned.

In the event of an executive’s death or disability, the executive will earn all of the shares of Performance-Based RSAs.  In general, in the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of shares of Performance-Based RSAs based on the number of months elapsed since May 2, 2020 (the first day of fiscal 2021), and the fiscal 2025 EBITDA for Methode or Dabir Surfaces, as applicable.  If Mr. Duda retires after fiscal 2023, he will be eligible to earn all of the Performance-Based RSAs subject to the Methode fiscal 2025 EBITDA achieved.  In the event Messrs. Duda, Tsoumas or Khoury are terminated without cause (as defined in the Plan) after fiscal 2021, the executive will be eligible to earn a prorated number of Performance-Based RSAs Stock based on the number of months ‎elapsed since May 2, 2020, and Methode’s fiscal 2025 EBITDA‎.

In the event of a change of control of Methode in which either (i) the successor company does not assume or replace the Performance-Based RSAs or (ii) the successor company assumes or replaces the Performance-Based RSAs, and the executive is terminated without cause or resigns for good reason within the next two years, the executive may earn a prorated number of shares.  The proration for Messrs. Duda and Shetty will be based on the number of months elapsed since May 2, 2020.  For Messrs. Tsoumas and Khoury, if the change of control occurs in fiscal 2021, the executive will not earn any shares, and if the event occurs in fiscal 2024 or 2025, the executive will earn all of the shares.  If the change of control or termination occurs in fiscal 2022 or 2023, the proration for Messrs. Tsoumas and Khoury will be based on the number of months elapsed since May 2, 2020.

Performance Units  

If fiscal 2025 EBITDA for Methode or Dabir Surfaces, as applicable, exceeds target performance, the executives are eligible to earn Performance Units based on performance relative to goals for target and maximum performance.  The performance goals and corresponding percentages of Performance Units eligible to be earned by Messrs. Duda, Tsoumas and Khoury are set forth ‎below.‎

Performance Goal	Fiscal 2025 EBITDA, As Adjusted	Percentage of Performance Units Earned*
Target Performance	$300 million	0%
Maximum Performance	$330 million	100%

        *  Payouts are interpolated for performance falling between established performance measures.

The ‎Performance Units shall ‎‎be ‎settled and paid in cash based on the number of Performance Units earned and the price of Methode’s common stock at that time.  At the discretion of the Compensation Committee, the Performance Units may be settled in shares of Methode’s common stock instead of cash.

Dividend equivalents will not be paid on any Performance Units settled in cash.  If the Performance Units are settled in common stock, then the executives will be entitled to a dividend equivalent payment based on the dividends declared during the period between the date of the Committee’s decision and the end of the restricted period, and the number of Performance Units earned.  Dividend equivalents will not be paid on any Performance Units that are not earned.

In the event of an executive’s death or disability, or a change in control of Methode, all of the Performance Units will be forfeited to Methode.  In general, in the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of Performance Units based on the number of months elapsed since May 2, 2020 and the fiscal 2025 EBITDA for Methode or Dabir Surfaces, as applicable.  If Mr. Duda retires after fiscal 2023, he will be eligible to earn all of the Performance Units subject to the Methode fiscal 2025 EBITDA achieved.  In the event Messrs. Duda, Tsoumas or Khoury are terminated without cause after fiscal 2021, the executive will be eligible to earn a prorated number of Performance Units based on the number of months ‎elapsed since May 2, 2020, and Methode’s fiscal 2025 EBITDA ‎.

Time-Based RSUs

The RSUs are subject to a five-year vesting period based on continued service, with thirty percent (30%) vesting on April 29, 2023 and May 4, 2024, and forty percent (40%) vesting on May 3, 2025.  Dividend equivalents will not be paid on the RSUs until the units have vested.  At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs.

In the event of an executive’s death or disability, all unvested RSUs will become immediately and fully vested.  In general, in the event of an executive’s qualified retirement, a prorated number of RSUs will vest based on the months elapsed since May 2, 2020. If Mr. Duda retires after fiscal 2023, all unvested RSUs will immediately vest.  ‎ In the event Messrs. Duda, Tsoumas or Khoury are terminated without cause ‎after fiscal 2021, the executive will earn a prorated number of Restricted Stock Units based on the ‎‎number of months elapsed since May 2, 2020.‎

In the event of a change of control of Methode in which either (i) the successor company does not assume or replace the RSUs or (ii) the successor company assumes or replaces the RSUs and then the executive is terminated without cause or resigns for good reason within two years, all unvested RSUs will become immediately and fully vested.

‎The descriptions of these awards are qualified by reference to the full text of the Form of 2020 Long-Term Performance-Based Award Agreement (CEO), Form of 2020 Long-Term Performance-Based Award Agreement (COO and CFO), Form of 2020 Long-Term Performance-Based Award Agreement (Dabir), Form of 2020 Long-Term Time-Based Award Agreement (CEO), Form of 2020 Long-Term Time-Based Award Agreement (COO and CFO) and Form of 2020 Long-Term Time-Based Award Agreement (Dabir) attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, and the Plan which was filed as Exhibit 10.1 to Methode’s Form 8-K filed on September 22, 2014.  

Item 9.01Financial Statements and Exhibits.

‎(d)‎Exhibits.

10.1Form of 2020 Long-Term Performance-Based Award Agreement (CEO)

10.2Form of 2020 Long-Term Performance-Based Award Agreement (COO and CFO)

10.3Form of 2020 Long-Term Performance-Based Award Agreement (Dabir)

10.4Form of 2020 Long-Term Time-Based Award Agreement (CEO)

10.5Form of 2020 Long-Term Time-Based Award Agreement (COO and CFO)

10.6Form of 2020 Long-Term Time-Based Award Agreement (Dabir)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Company Name
Date: September 28, 2020	By:	/s/ Ronald L.G. Tsoumas
		Ronald L.G. Tsoumas
		Chief Financial Officer

EX-10.1

Exhibit 10.1

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM PERFORMANCE-BASED

AWARD AGREEMENT (CEO)

This Long-Term Performance-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).  

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to award to Grantee (i) shares of Restricted Stock of the Company (the “Restricted Stock”), and (ii) Performance Units (the “Performance Units”) under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan (collectively, the “Awards”).

1.General.  This Award Agreement and the Restricted Stock and Performance Units awarded herein are subject to all of the provisions of the Plan applicable to such Awards. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Awards.  The Company hereby grants to Grantee (i) a total of [_______] shares of Restricted Stock and (ii) a total of [_______] Performance Units payable in cash.

3.Vesting.  Subject to the terms of this Award Agreement, the Restricted Stock shall vest and the Performance Units shall be earned on the date (the “Vesting Date”) that the Committee certifies performance under this Award Agreement, subject to the Grantee’s continued employment by the Company or a Subsidiary or Affiliate through the end of the Performance Period.  Any Restricted Stock that does not vest and any Performance Units that are not earned pursuant to this Section 3 shall be immediately cancelled and forfeited to the Company as of the Vesting Date.  Except as provided in Section 3(d), 3(e) or 3(f) below, all Restricted Stock and Performance Units shall be immediately cancelled and forfeited to the Company in the event Grantee ceases to be employed by the Company or a Subsidiary or Affiliate at any time prior the end of the Performance Period.  To the extent Restricted Stock vests pursuant to Section 3(e) below or the Restricted Stock or Performance Units are forfeited pursuant to Section 6 below, such Restricted Stock shall not be eligible for vesting pursuant to Section 3(b), 3(d) or 3(f) and such Performance Units may not be earned pursuant to Section 3(c) or Section 3(d).  Any fractional shares created by the vesting calculations described below will be rounded down to a whole share number; no fractional shares will vest pursuant to this Award Agreement.  

(a) Performance Period and Fiscal 2025 EBITDA.  The “Performance Period” is the fiscal year of the Company ending on or about May 3, 2025 (“Fiscal 2025”).  Except to the

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extent provided in Section 3(d), 3(e) or 3(f), the number of shares of Restricted Stock that shall vest and the number of Performance Units that shall be earned will be based on the Company’s EBITDA for the Performance Period (“Fiscal 2025 EBITDA”), subject to the Grantee’s continued employment with the Company or a Subsidiary or Affiliate through the end of such Performance Period, and provided that a Change of Control has not occurred before the end of the Performance Period.

For this purpose and subject to Section 4 below, Fiscal 2025 EBITDA shall equal the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) in Fiscal 2025 adjusted as follows: (A) all positive EBITDA from acquisitions that close during the period from the Award Date to the end of the Performance Period and that are not accretive (as defined below) in Fiscal 2025 shall be excluded; and (B)‎to the extent not otherwise included in 2025 EBITDA, all EBITDA from business unit ‎divestitures or spinoffs that were approved by the Company’s Board of Directors and close ‎during the period from the Award Date to the end of the Performance Period shall be included.  ‎The amount of EBITDA to be included for a business unit divestiture or spinoff shall be the ‎actual EBITDA of the business unit for the four full quarters immediately preceding the ‎divestiture or spinoff, or if greater, the amount of EBITDA that the Committee reasonably ‎determines more appropriately reflects the amount of EBITDA the business unit would have ‎contributed to Fiscal 2025 EBITDA.‎  In order for an acquisition to qualify as accretive, (Y) the EBITDA in Fiscal 2025 from the acquisition must exceed Fiscal 2025 interest expense related to any debt assumed or issued in connection with the acquisition, and (Z) the net impact of the acquisition on Fiscal 2025 earnings per share (“EPS”) must be positive (i.e., Fiscal 2025 EPS with the acquisition is greater than Fiscal 2025 EPS without the acquisition).  Exhibit D hereto includes an illustrative calculation of the net impact on EPS.

The Threshold, Target and Maximum levels of Fiscal 2025 EBITDA are set forth on Exhibit A attached hereto.  

(b) Number of Shares of Restricted Stock that Vest.  Exhibit B attached hereto sets forth the formula for calculating the vesting percentage applicable to the Restricted Stock based on the Fiscal 2025 EBITDA achieved.  Pursuant to Exhibit B, if the level of performance achieved is greater than or equal to Threshold Fiscal 2025 EBITDA, then the number of shares of Restricted Stock that will vest under this Award Agreement shall be determined by multiplying the number of shares of Restricted Stock by a percentage (subject to a maximum of one hundred percent (100%)), equal to (i) fifty percent (50%) plus (ii) fifty percent (50%) multiplied by a fraction, the numerator of which shall equal (x) Fiscal 2025 EBITDA achieved minus Threshold Fiscal 2025 EBITDA, and the denominator of which shall equal (y) Target Fiscal 2025 EBITDA minus Threshold Fiscal 2025 EBITDA.  If the level of performance achieved is less than Threshold Fiscal 2025 EBITDA, then no Restricted Stock shall vest pursuant to this Section 3.3(b).  Except as provided in Section 3(d), 3(e) or 3(f) below, if the Grantee experiences a termination of employment or a Change of Control occurs, in either case, prior to the end of the Performance Period, no vesting shall occur under this Section 3(b).

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(c) Number of Performance Units Earned.  Exhibit C attached hereto sets forth the formula for calculating the number of Performance Units earned based on the Fiscal ‎‎2025 EBITDA achieved.  Pursuant to Exhibit C, the number of Performance Units earned shall be determined by ‎multiplying the number of Performance Units by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 EBITDA achieved minus (ii) Target Fiscal 2025 ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 EBITDA minus (b) ‎Target Fiscal 2025 EBITDA.  If the level of performance achieved is less than or equal to the Target ‎Fiscal 2025 EBITDA, then no Performance Units shall be earned pursuant to this Section 3.3(c).  Except as provided in Section 3(d) below, if the Grantee experiences a termination of employment or a Change of Control occurs, in either case, prior to the end of the Performance Period, no Performance Units shall be earned under this Section 3(c).

(d) Effect of Termination of Employment in Connection with Death, Disability or Retirement.  Notwithstanding Sections (b) and (c) above, the following provisions shall apply to the Awards in the event of Grantee’s termination of employment in connection with death, disability or retirement prior to the end of the Performance Period:

(i) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Committee or death, then all of the Restricted Stock will become immediately vested and no Performance Units shall be earned and payable; and

(ii) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or after Grantee’s fifty-fifth birthday with consent of the Committee (in either case,  “Retirement”) then, the shares of Restricted Stock and the Performance Units shall, as of the Vesting Date, vest and be earned based on actual performance on a pro rata basis based on the date of Grantee’s Retirement.  The fraction to be used to ‎determine the number of shares of Restricted Stock to vest and the number of Performance Units to be earned hereunder shall have a denominator equal ‎to sixty (60), and the numerator shall be determined as follows: (A) if Grantee’s ‎Retirement occurs on or before April 29, 2023, the ‎numerator shall be equal to the number of fiscal months elapsed between May 2, 2020 ‎and the date of Grantee’s Retirement (rounded up to the nearest whole month); and (B) ‎if Grantee’s Retirement occurs after April 29, 2023, the numerator shall be sixty (60).  

(e) Change of Control.  Notwithstanding (b) and (c) above, the following provisions shall apply to the Awards in the event of a Change of Control prior to the end of the Performance Period‎:

(i) in the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Awards on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) and (iv) below;

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(ii) if and to the extent that the Awards are not continued, assumed or replaced in connection with a Change of Control, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable.  The fraction to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month) and the denominator of which shall be sixty (60);

(iii) ‎if and to the extent that the Awards are continued, assumed or replaced under the circumstances described in Section 3(e)(i), and if within two yearsafter the Change of Control, Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of termination and no Performance Units shall be earned and payable.  The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60); and  

(iv) Notwithstanding whether the Awards are continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable.  The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).  

(f) Effect of Involuntary Termination of Employment Without Cause.  Notwithstanding Sections (b) and (c) above, if Grantee experiences an involuntary termination of employment for reasons other than Cause after May 1, 2021, then shares of Restricted Stock and the Performance Units shall, as of the Vesting Date, vest and be earned based on actual performance on a pro rata basis based on the date of Grantee’s termination of employment.  If the involuntary termination of employment for reasons other than Cause occurs on or before May 1, 2021, then no shares of Restricted Stock and no Performance Units ‎shall be earned and payable. If the involuntary termination of employment for reasons other than Cause occurs after May 1, 2021, then the fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest and the number of Performance Units to be earned hereunder shall have a

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denominator equal to sixty (60) and the numerator shall be equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination of employment (rounded up to the nearest whole month). Grantee’s right to this pro rata portion of Restricted Stock and Performance Units is conditioned upon Grantee signing and delivering to the Company, within the time period required by the Company, a written general release of claims against the Company in a form acceptable to the Company (the “Release”), and not revoking the Release within any applicable revocation period.  

“Good Reason” shall exist under (e)(iii) or (iv) above if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

Grantee agrees, as a condition of this Award, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock, the settlement of the Performance Units, or any other payment or issuance of shares of Common Stock under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting or issuance of shares or the payment of cash under this Award Agreement, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

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4.Discretion to Adjust and Modify the Fiscal 2025 EBITDA Performance Levels.  The Committee shall have the authority to specify adjustments or modifications to be made to ‎the Threshold, Target and Maximum levels of Fiscal 2025 EBITDA based on and in order to ‎appropriately reflect the effect of the following events: (i) asset write-downs; (ii) litigation or claim judgments or ‎settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or ‎regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) ‎any change in the Company’s fiscal year; (vi) circumstances that impact the Company’s financial ‎performance that are outside of the control of the Company, such as acts of God; earthquakes; ‎fires; floods; severe weather events; natural or manmade disasters; wars; civil or military ‎disturbances; acts of terrorism; sabotage; embargoes; martial law; acts of civil or military ‎authorities; political unrest; riots; global economic events; strikes; labor disputes; lockouts; ‎epidemics; or pandemics; or (vii) unforeseen impacts related to mergers, acquisitions and ‎divestitures‎.

5.Settlement of Performance Units.  Except as otherwise provided herein, the ‎Performance Units shall ‎‎be ‎settled and paid in cash in an amount equal to the number of earned Performance Units multiplied by the Fair Market Value of the Company’s Common Stock as of the Vesting Date.  The payment will be made within 2½ months after the end of the Performance ‎Period (or ‎earlier ‎as provided ‎in the Plan).  At any time prior to the end of the Performance Period, the Committee shall have the authority to provide that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash (the date of such Committee action referred to herein as the “Conversion Date”).  In such event, if requested by the Committee, Grantee and the Company shall enter into an appropriate amendment to this Award Agreement to document such change.  Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” ‎within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered ‎to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from ‎Service” as defined below, any payment under this Award Agreement which results ‎from a Separation from Service shall be delayed until the earlier of (i) first day of the ‎seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the ‎Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax ‎and interest on the Grantee under Section 409A(a)(1)(B) of the Code.‎

6.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎, ‎then the unvested Restricted Stock and unearned Performance Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such ‎activity, unless terminated sooner by operation of another term or condition of this Award Agreement or ‎the Plan.‎

7.Additional Delivery.  Within 2½ months of the date Restricted Stock vests under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Award Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the

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number of shares of Restricted Stock that vest pursuant to this Award Agreement (without interest).  In addition, if the Committee provides that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash, then within 2½ months of the date the Performance Units vest under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Conversion Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the number of Performance Units that vest pursuant to this Award Agreement (without interest). The Company may withhold from any payment that it is required to make under this Award Agreement amounts sufficient to satisfy applicable withholding requirements under any foreign, federal, state or local law due in connection with this Award or the payment described in this Section 7.  No dividends shall be paid to the Grantee with respect to the Performance Units or Restricted Stock that does not vest and is forfeited by the Grantee.

8.Restrictions.  None of the Restricted Stock or Performance Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until it has vested in accordance with the terms of this Award Agreement.  Any Restricted Stock that is not vested and any Performance Units that are not earned shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates or upon the expiration of this Award Agreement.

9.Stock Delivery.  Within ten (10) days of the date of this Award Agreement, the Company will cause the Restricted Stock to be issued in the Grantee’s name either by book-entry registration or issuance of a stock certificate.  While the Restricted Stock remains forfeitable, the Company will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Stock. Any stock certificate evidencing any Restricted Stock shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require that the Grantee tender to the Company a stock power duly executed in blank relating thereto as a condition to issuing any such certificate.

10.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock until the Restricted Stock is issued in Grantee’s name either by book-entry registration or issuance of a stock certificate.  Once the Restricted Stock is issued in Grantee’s name, the Grantee shall be entitled to all rights associated with ownership of the Restricted Stock, except that the Grantee shall not be entitled to receive any dividends (cash or stock) with respect to the Restricted Stock until such time as the restrictions lapse in accordance with the terms of this Award Agreement.    The Grantee shall have no rights as a stockholder with respect to the Performance Units.

11.Construction.  This Award Agreement is subject to the terms of the Plan and shall be construed in accordance therewith.  All capitalized and undefined terms herein are subject to the definitions contained in the Plan.  The construction and operation of this Award Agreement are governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court for the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

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12.Severability.  In the event that any provision or portion of this Award Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Award Agreement shall be unaffected thereby and shall remain in full force and effect.

13.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”).  For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

14.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock and related benefits awarded under this Award Agreement shall be exempt from the requirements of Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intention.  In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any related benefits under this Award Agreement may be subject to Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowed under applicable laws), or take any other commercially reasonable actions necessary or appropriate to cause the Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

It is the intention of the Company and the Grantee that the Performance Units and related benefits awarded under this Award Agreement shall comply with Section 409A and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement related to the Performance Units unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that the Performance Units and/or any related benefits under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures

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(including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A.  Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

15.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

16.No Guarantee of Future Awards.  The grant of Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Awards have previously been granted.

17.Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.Entire Agreement; Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Awards granted hereunder are subject to any Company Clawback Policy in effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Grantee and the Company, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:
      Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE AWARD UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

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Exhibit A

Threshold Fiscal 2025 EBITDA$270 million

Target Fiscal 2025 EBITDA$300 million

Maximum Fiscal 2025 EBITDA‎$330 million‎

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Exhibit B

If Fiscal 2025 EBITDA achieved is less than Threshold Fiscal 2025 EBITDA, then no Restricted Stock will vest.  If Fiscal 2025 EBITDA achieved equals or exceeds Threshold Fiscal 2025 EBITDA, then the following formula will be used to calculate the percentage of Restricted Stock that will vest (subject to a maximum of 100%):

(i) 50%, plus (ii) 50% multiplied by a fraction equal to (Fiscal 2025 EBITDA achieved less Threshold Fiscal 2025 EBITDA) divided by (Target Fiscal 2025 EBITDA less Threshold Fiscal 2025 EBITDA)

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Exhibit C

If Fiscal 2025 EBITDA achieved is less than Target Fiscal 2025 EBITDA, then no Performance Units shall be earned.  If Fiscal 2025 EBITDA achieved equals or exceeds Target Fiscal 2025 EBITDA, then the following formula will be used to calculate the number of Performance Units earned:

The number of Performance Units multiplied by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 EBITDA achieved minus (ii) Target Fiscal 2025 ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 EBITDA minus (b) ‎Target Fiscal 2025 EBITDA.    

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Exhibit D

Following is an example (not actual numbers) of the calculation of whether the net impact of an acquisition on Fiscal 2025 earnings per share (EPS) is positive.  

	Fiscal 2025
	Methode		Acquired		Methode
	Actual	-	Unit	=	Pro Forma
EBITDA	$      300,000,000		$        11,000,000		$      289,000,000
Depr. & Amor.	$        50,000,000		$          1,000,000		$        49,000,000
Interest expense (income)	$          5,000,000		$             200,000		$          4,800,000
Income before taxes	$      245,000,000		$          9,800,000		$      235,200,000
Income tax (20% eff. tax rate)	$        49,000,000		$          1,960,000		$        47,040,000
Net income	$      196,000,000		$          7,840,000		$      188,160,000
Basic common shares O/S	39,600,866				38,100,866
Shares issued for acquisition	-		1,500,000
Basic EPS	$                   4.95				$                   4.94
	Actual > Pro Forma = Accretive
	Actual < Pro Forma = Not Accretive

83697058v.1

 

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EX-10.2

Exhibit 10.2

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM PERFORMANCE-BASED

AWARD AGREEMENT (CFO & COO)

This Long-Term Performance-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).  

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to award to Grantee (i) shares of Restricted Stock of the Company (the “Restricted Stock”), and (ii) Performance Units (the “Performance Units”) under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan (collectively, the “Awards”).

1.General.  This Award Agreement and the Restricted Stock and Performance Units awarded herein are subject to all of the provisions of the Plan applicable to such Awards. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Awards.  The Company hereby grants to Grantee (i) a total of [_______] shares of Restricted Stock and (ii) a total of [_______] Performance Units payable in cash.

3.Vesting.  Subject to the terms of this Award Agreement, the Restricted Stock shall vest and the Performance Units shall be earned on the date (the “Vesting Date”) that the Committee certifies performance under this Award Agreement, subject to the Grantee’s continued employment by the Company or a Subsidiary or Affiliate through the end of the Performance Period.  Any Restricted Stock that does not vest and any Performance Units that are not earned pursuant to this Section 3 shall be immediately cancelled and forfeited to the Company as of the Vesting Date.  Except as provided in Section 3(d), 3(e) or 3(f) below, all Restricted Stock and Performance Units shall be immediately cancelled and forfeited to the Company in the event Grantee ceases to be employed by the Company or a Subsidiary or Affiliate at any time prior the end of the Performance Period.  To the extent Restricted Stock vests pursuant to Section 3(e) below or the Restricted Stock or Performance Units are forfeited pursuant to Section 6 below, such Restricted Stock shall not be eligible for vesting pursuant to Section 3(b), 3(d) or 3(f) and such Performance Units may not be earned pursuant to Section 3(c) or Section 3(d).  Any fractional shares created by the vesting calculations described below will be rounded down to a whole share number; no fractional shares will vest pursuant to this Award Agreement.  

(a) Performance Period and Fiscal 2025 EBITDA.  The “Performance Period” is the fiscal year of the Company ending on or about May 3, 2025 (“Fiscal 2025”).  Except to the

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extent provided in Section 3(d), 3(e) or 3(f), the number of shares of Restricted Stock that shall vest and the number of Performance Units that shall be earned will be based on the Company’s EBITDA for the Performance Period (“Fiscal 2025 EBITDA”), subject to the Grantee’s continued employment with the Company or a Subsidiary or Affiliate through the end of such Performance Period, and provided that a Change of Control has not occurred before the end of the Performance Period.

For this purpose and subject to Section 4 below, Fiscal 2025 EBITDA shall equal the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) in Fiscal 2025 adjusted as follows: (A) all positive EBITDA from acquisitions that close during the period from the Award Date to the end of the Performance Period and that are not accretive (as defined below) in Fiscal 2025 shall be excluded; and (B)‎to the extent not otherwise included in 2025 EBITDA, all EBITDA from business unit ‎divestitures or spinoffs that were approved by the Company’s Board of Directors and close ‎during the period from the Award Date to the end of the Performance Period shall be included.  ‎The amount of EBITDA to be included for a business unit divestiture or spinoff shall be the ‎actual EBITDA of the business unit for the four full quarters immediately preceding the ‎divestiture or spinoff, or if greater, the amount of EBITDA that the Committee reasonably ‎determines more appropriately reflects the amount of EBITDA the business unit would have ‎contributed to Fiscal 2025 EBITDA.‎  In order for an acquisition to qualify as accretive, (Y) the EBITDA in Fiscal 2025 from the acquisition must exceed Fiscal 2025 interest expense related to any debt assumed or issued in connection with the acquisition, and (Z) the net impact of the acquisition on Fiscal 2025 earnings per share (“EPS”) must be positive (i.e., Fiscal 2025 EPS with the acquisition is greater than Fiscal 2025 EPS without the acquisition).  Exhibit D hereto includes an illustrative calculation of the net impact on EPS.

The Threshold, Target and Maximum levels of Fiscal 2025 EBITDA are set forth on Exhibit A attached hereto.  

(b) Number of Shares of Restricted Stock that Vest.  Exhibit B attached hereto sets forth the formula for calculating the vesting percentage applicable to the Restricted Stock based on the Fiscal 2025 EBITDA achieved.  Pursuant to Exhibit B, if the level of performance achieved is greater than or equal to Threshold Fiscal 2025 EBITDA, then the number of shares of Restricted Stock that will vest under this Award Agreement shall be determined by multiplying the number of shares of Restricted Stock by a percentage (subject to a maximum of one hundred percent (100%)), equal to (i) fifty percent (50%) plus (ii) fifty percent (50%) multiplied by a fraction, the numerator of which shall equal (x) Fiscal 2025 EBITDA achieved minus Threshold Fiscal 2025 EBITDA, and the denominator of which shall equal (y) Target Fiscal 2025 EBITDA minus Threshold Fiscal 2025 EBITDA.  If the level of performance achieved is less than Threshold Fiscal 2025 EBITDA, then no Restricted Stock shall vest pursuant to this Section 3.3(b).  Except as provided in Section 3(d), 3(e) or 3(f) below, if the Grantee experiences a termination of employment or a Change of Control occurs, in either case, prior to the end of the Performance Period, no vesting shall occur under this Section 3(b).

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(c) Number of Performance Units Earned.  Exhibit C attached hereto sets forth the formula for calculating the number of Performance Units earned based on the Fiscal ‎‎2025 EBITDA achieved.  Pursuant to Exhibit C, the number of Performance Units earned shall be determined by ‎multiplying the number of Performance Units by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 EBITDA achieved minus (ii) Target Fiscal 2025 ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 EBITDA minus (b) ‎Target Fiscal 2025 EBITDA.  If the level of performance achieved is less than or equal to the Target ‎Fiscal 2025 EBITDA, then no Performance Units shall be earned pursuant to this Section 3.3(c).  Except as provided in Section 3(d) below, if the Grantee experiences a termination of employment or a Change of Control occurs, in either case, prior to the end of the Performance Period, no Performance Units shall be earned under this Section 3(c).

(d) Effect of Termination of Employment in Connection with Death, Disability or Retirement.  Notwithstanding Sections (b) and (c) above, the following provisions shall apply to the Awards in the event of Grantee’s termination of employment in connection with death, disability or retirement prior to the end of the Performance Period:

(i) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Company or death, then all of the Restricted Stock will become immediately vested and no Performance Units shall be earned and payable; and

(ii) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or after Grantee’s fifty-fifth birthday with consent of the Committee then, the shares of Restricted Stock and the Performance Units shall, as of the Vesting Date, vest and be earned based on actual performance on a pro rata basis based on the date of termination.  The fraction to be used to determine the number of shares of Restricted Stock to vest and the number of Performance Units to be earned hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).  

(e) Change of Control.  Notwithstanding (b) and (c) above, the following provisions shall apply to the Awards in the event of a Change of Control prior to the end of the Performance Period‎:

(i) in the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Awards on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) and (iv) below;

(ii) if and to the extent that the Awards are not continued, assumed or replaced in ‎‎connection with a Change of Control that occurs after May 1, 2021‎, then a pro rata

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portion of the shares of Restricted Stock will ‎‎become immediately vested and no Performance Units ‎shall be earned and payable.  ‎ If the Change of ‎Control occurs on or before May 1, 2021, then no shares of Restricted Stock ‎shall be earned and payable.  If the Change of Control occurs after May 1, 2021‎, then the fraction (subject to a maximum of one (1)) to be used to ‎determine the number of shares of Restricted Stock to vest hereunder shall have a denominator equal ‎to sixty (60), and the numerator shall be determined as follows: (A) if the ‎Change of Control occurs after May 1, 2021 and on or before April 29, 2023, the ‎numerator shall be equal to the number of fiscal months elapsed between May 2, 2020 ‎and the date of the Change of Control (rounded up to the nearest whole month); and (B) ‎if the Change of Control occurs after April 29, 2023, the numerator shall be sixty (60)‎;

(iii) ‎ if and to the extent that the Awards are continued, assumed or replaced under the ‎circumstances described in Section 3(e)(i) in connection with a Change of Control that occurs after May 1, 2021‎, and if within two years after the Change of ‎Control, Grantee experiences an involuntary termination of employment or other service ‎for reasons other than Cause or Grantee shall terminate employment with Good Reason, ‎then a pro rata portion of the shares of Restricted Stock will become immediately vested and no ‎Performance Units shall be earned and payable.  ‎ If the Change of ‎Control occurs on or before May 1, 2021, then no shares of Restricted Stock ‎shall be earned and payable.  If the Change of Control occurs after May 1, 2021‎, then the fraction ‎‎(subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock ‎to vest hereunder shall have a denominator equal to sixty (60), and the numerator shall ‎be determined as follows: (A) if the termination of employment occurs ‎after May 1, 2021 and on or before April 29, 2023, the numerator shall be equal to the ‎number of fiscal months elapsed between May 2, 2020 and the date of the termination of ‎employment (rounded up to the nearest whole month); and (B) if the termination of ‎employment occurs after April 29, 2023, the numerator shall be sixty (60)‎; and

(iv) Notwithstanding whether the Awards are continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, and such effective timeoccurs after May 1, 2021‎, then a pro rata portion of the shares of Restricted Stock will become immediately vested and no Performance Units shall be earned and payable.  If the Change of ‎Control occurs on or before May 1, 2021, then no shares of Restricted Stock ‎shall be earned and payable.  If the Change of Control occurs after May 1, 2021‎, then the fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a denominator equal to sixty (60), and the numerator shall be determined as follows: (A) if the Change of Controls occurs after May 1, 2021 and on or before April 29, 2023, the numerator shall be equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month); and (B)

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if the Change of Control occurs after April 30, 2023, the numerator shall be sixty (60).  

(f) Effect of Involuntary Termination of Employment Without Cause.  Notwithstanding Sections (b) and (c) above, if Grantee experiences an involuntary termination of employment for reasons other than Cause after May 1, 2021, then shares of Restricted Stock and the Performance Units shall, as of the Vesting Date, vest and be earned based on actual performance on a pro rata basis based on the date of Grantee’s termination of employment.  If the involuntary termination of employment for reasons other than Cause occurs on or before May 1, 2021, then no shares of Restricted Stock and no Performance Units ‎shall be earned and payable. If the involuntary termination of employment for reasons other than Cause occurs after May 1, 2021, then the fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest and the number of Performance Units to be earned hereunder shall have a denominator equal to sixty (60) and the numerator shall be equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination of employment (rounded up to the nearest whole month). Grantee’s right to this pro rata portion of Restricted Stock and Performance Units is conditioned upon Grantee signing and delivering to the Company, within the time period required by the Company, a written general release of claims against the Company in a form acceptable to the Company (the “Release”), and not revoking the Release within any applicable revocation period.  

“Good Reason” shall exist under (e)(iii) or (iv) above if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided

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to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

Grantee agrees, as a condition of this Award, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock, the settlement of the Performance Units, or any other payment or issuance of shares of Common Stock under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting or issuance of shares or the payment of cash under this Award Agreement, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

4.Discretion to Adjust and Modify the Fiscal 2025 EBITDA Performance Levels.  The Committee shall have the authority to specify adjustments or modifications to be made to ‎the Threshold, Target and Maximum levels of Fiscal 2025 EBITDA based on and in order to ‎appropriately reflect the effect of the following events: (i) asset write-downs; (ii) litigation or claim judgments or ‎settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or ‎regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) ‎any change in the Company’s fiscal year; (vi) circumstances that impact the Company’s financial ‎performance that are outside of the control of the Company, such as acts of God; earthquakes; ‎fires; floods; severe weather events; natural or manmade disasters; wars; civil or military ‎disturbances; acts of terrorism; sabotage; embargoes; martial law; acts of civil or military ‎authorities; political unrest; riots; global economic events; strikes; labor disputes; lockouts; ‎epidemics; or pandemics; or (vii) unforeseen impacts related to mergers, acquisitions and ‎divestitures‎.

5.Settlement of Performance Units.  Except as otherwise provided herein, the ‎Performance Units shall ‎‎be ‎settled and paid in cash in an amount equal to the number of earned Performance Units multiplied by the Fair Market Value of the Company’s Common Stock as of the Vesting Date.  The payment will be made within 2½ months after the end of the Performance ‎Period (or ‎earlier ‎as provided ‎in the Plan).  At any time prior to the end of the Performance Period, the Committee shall have the authority to provide that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash (the date of such Committee action referred to herein as the “Conversion Date”).  In such event, if requested by the Committee, Grantee and the Company shall enter into an appropriate amendment to this Award Agreement to document such change.  Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” ‎within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered ‎to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from ‎Service” as defined below, any payment under this Award Agreement which results ‎from a Separation from Service shall be delayed until the earlier of (i) first day of the ‎seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the ‎Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax ‎and interest on the Grantee under Section 409A(a)(1)(B) of the Code.‎

6.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days

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after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎, ‎then the unvested Restricted Stock and unearned Performance Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such ‎activity, unless terminated sooner by operation of another term or condition of this Award Agreement or ‎the Plan.‎

7.Additional Delivery.  Within 2½ months of the date Restricted Stock vests under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Award Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the number of shares of Restricted Stock that vest pursuant to this Award Agreement (without interest).  In addition, if the Committee provides that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash, then within 2½ months of the date the Performance Units vest under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Conversion Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the number of Performance Units that vest pursuant to this Award Agreement (without interest). The Company may withhold from any payment that it is required to make under this Award Agreement amounts sufficient to satisfy applicable withholding requirements under any foreign, federal, state or local law due in connection with this Award or the payment described in this Section 7.  No dividends shall be paid to the Grantee with respect to the Performance Units or Restricted Stock that does not vest and is forfeited by the Grantee.

8.Restrictions.  None of the Restricted Stock or Performance Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until it has vested in accordance with the terms of this Award Agreement.  Any Restricted Stock that is not vested and any Performance Units that are not earned shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates or upon the expiration of this Award Agreement.

9.Stock Delivery.  Within ten (10) days of the date of this Award Agreement, the Company will cause the Restricted Stock to be issued in the Grantee’s name either by book-entry registration or issuance of a stock certificate.  While the Restricted Stock remains forfeitable, the Company will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Stock. Any stock certificate evidencing any Restricted Stock shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require that the Grantee tender to the Company a stock power duly executed in blank relating thereto as a condition to issuing any such certificate.

10.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock until the Restricted Stock is issued in Grantee’s name either by book-entry registration or issuance of a stock certificate.  Once the Restricted Stock is issued in Grantee’s name, the

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Grantee shall be entitled to all rights associated with ownership of the Restricted Stock, except that the Grantee shall not be entitled to receive any dividends (cash or stock) with respect to the Restricted Stock until such time as the restrictions lapse in accordance with the terms of this Award Agreement.    The Grantee shall have no rights as a stockholder with respect to the Performance Units.

11.Construction.  This Award Agreement is subject to the terms of the Plan and shall be construed in accordance therewith.  All capitalized and undefined terms herein are subject to the definitions contained in the Plan.  The construction and operation of this Award Agreement are governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court for the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.Severability.  In the event that any provision or portion of this Award Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Award Agreement shall be unaffected thereby and shall remain in full force and effect.

13.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”).  For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

14.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock and related benefits awarded under this Award Agreement shall be exempt from the requirements of Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intention.  In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any related benefits under this Award Agreement may be subject to Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowed under applicable laws), or take

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any other commercially reasonable actions necessary or appropriate to cause the Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

It is the intention of the Company and the Grantee that the Performance Units and related benefits awarded under this Award Agreement shall comply with Section 409A and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement related to the Performance Units unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that the Performance Units and/or any related benefits under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A.  Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

15.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

16.No Guarantee of Future Awards.  The grant of Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Awards have previously been granted.

17.Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.Entire Agreement; Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Awards granted hereunder are subject to any Company Clawback Policy in effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Grantee and the Company, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:
      Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE AWARD UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

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Exhibit A

Threshold Fiscal 2025 EBITDA$270 million

Target Fiscal 2025 EBITDA$300 million

Maximum Fiscal 2025 EBITDA‎$330 million‎

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Exhibit B

If Fiscal 2025 EBITDA achieved is less than Threshold Fiscal 2025 EBITDA, then no Restricted Stock will vest.  If Fiscal 2025 EBITDA achieved equals or exceeds Threshold Fiscal 2025 EBITDA, then the following formula will be used to calculate the percentage of Restricted Stock that will vest (subject to a maximum of 100%):

(i) 50%, plus (ii) 50% multiplied by a fraction equal to (Fiscal 2025 EBITDA achieved less Threshold Fiscal 2025 EBITDA) divided by (Target Fiscal 2025 EBITDA less Threshold Fiscal 2025 EBITDA)

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Exhibit C

If Fiscal 2025 EBITDA achieved is less than Target Fiscal 2025 EBITDA, then no Performance Units shall be earned.  If Fiscal 2025 EBITDA achieved equals or exceeds Target Fiscal 2025 EBITDA, then the following formula will be used to calculate the number of Performance Units earned:

The number of Performance Units multiplied by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 EBITDA achieved minus (ii) Target Fiscal 2025 ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 EBITDA minus (b) ‎Target Fiscal 2025 EBITDA.    

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Exhibit D

Following is an example (not actual numbers) of the calculation of whether the net impact of an acquisition on Fiscal 2025 earnings per share (EPS) is positive.  

	Fiscal 2025
	Methode		Acquired		Methode
	Actual	-	Unit	=	Pro Forma
EBITDA	$      300,000,000		$        11,000,000		$      289,000,000
Depr. & Amor.	$        50,000,000		$          1,000,000		$        49,000,000
Interest expense (income)	$          5,000,000		$             200,000		$          4,800,000
Income before taxes	$      245,000,000		$          9,800,000		$      235,200,000
Income tax (20% eff. tax rate)	$        49,000,000		$          1,960,000		$        47,040,000
Net income	$      196,000,000		$          7,840,000		$      188,160,000
Basic common shares O/S	39,600,866				38,100,866
Shares issued for acquisition	-		1,500,000
Basic EPS	$                   4.95				$                   4.94
	Actual > Pro Forma = Accretive
	Actual < Pro Forma = Not Accretive

83692453v.1

 

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EX-10.3

Exhibit 10.3

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM PERFORMANCE-BASED

AWARD AGREEMENT (DABIR)

This Long-Term Performance-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).  

WHEREAS, Grantee serves as President of Dabir Surfaces, Inc. (“Dabir”); and

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to award to Grantee (i) shares of Restricted Stock of the Company (the “Restricted Stock”), and (ii) Performance Units (the “Performance Units”) under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan (collectively, the “Awards”).

1.General.  This Award Agreement and the Restricted Stock and Performance Units awarded herein are subject to all of the provisions of the Plan applicable to such Awards. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Awards.  The Company hereby grants to Grantee (i) a total of [_______] shares of Restricted Stock and (ii) a total of [_______] Performance Units payable in cash.

3.Vesting.  Subject to the terms of this Award Agreement, the Restricted Stock shall vest and the Performance Units shall be earned on the date (the “Vesting Date”) that the Committee certifies performance under this Award Agreement, subject to the Grantee’s continued employment as President of Dabir through the end of the Performance Period.  Any Restricted Stock that does not vest and any Performance Units that are not earned pursuant to this Section 3 shall be immediately cancelled and forfeited to the Company as of the Vesting Date.  Except as provided in Section 3(d) or 3(e) below, all Restricted Stock and Performance Units shall be immediately cancelled and forfeited to the Company in the event Grantee ceases to be employed as President of Dabir at any time prior the end of the Performance Period.  To the extent Restricted Stock vests pursuant to Section 3(e) below or the Restricted Stock or Performance Units are forfeited pursuant to Section 6 below, such Restricted Stock shall not be eligible for vesting pursuant to Section 3(b) or Section 3(d) and such Performance Units may not be earned pursuant to Section 3(c) or Section 3(d).  Any fractional shares created by the vesting calculations described below will be rounded down to a whole share number; no fractional shares will vest pursuant to this Award Agreement.  

83459293

(a) Performance Period and Fiscal 2025 Dabir EBITDA.  The “Performance Period” is the fiscal year of the Company ending on or about May 3, 2025 (“Fiscal 2025”).  Except to the extent provided in Section 3(d) or 3(e), the number of shares of Restricted Stock that shall vest and the number of Performance Units that shall be earned will be based on Dabir’s EBITDA for the Performance Period (“Fiscal 2025 Dabir EBITDA”), subject to the Grantee’s continued employment as President of Dabir through the end of such Performance Period, and provided that a Change of Control has not occurred before the end of the Performance Period.

For this purpose, Fiscal 2025 Dabir EBITDA shall equal Dabir’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) in Fiscal 2025, as adjusted to exclude all EBITDA from acquisitions that close during the period from the Award Date to the end of the Performance Period.   Fiscal 2025 Dabir EBITDA will be determined by the Committee in its sole discretion in consultation with the Chief Financial Officer.  The Committee’s determination of Fiscal 2025 Dabir EBITDA shall be final and binding upon all parties to this Award Agreement.

The Threshold, Target and Maximum levels of Fiscal 2025 Dabir EBITDA are set forth on Exhibit A attached hereto.  

(b) Number of Shares of Restricted Stock that Vest.  Exhibit B attached hereto sets forth the formula for calculating the vesting percentage applicable to the Restricted Stock based on the Fiscal 2025 Dabir EBITDA achieved.  Pursuant to Exhibit B, if the level of performance achieved is greater than or equal to Threshold Fiscal 2025 Dabir EBITDA, then the number of shares of Restricted Stock that will vest under this Award Agreement shall be determined by multiplying the number of shares of Restricted Stock by a percentage (subject to a maximum of one hundred percent (100%)), equal to (i) fifty percent (50%) plus (ii) fifty percent (50%) multiplied by a fraction, the numerator of which shall equal (x) Fiscal 2025 Dabir EBITDA achieved minus Threshold Fiscal 2025 Dabir EBITDA, and the denominator of which shall equal (y) Target Fiscal 2025 Dabir EBITDA minus Threshold Fiscal 2025 Dabir EBITDA.  If the level of performance achieved is less than Threshold Fiscal 2025 Dabir EBITDA, then no Restricted Stock shall vest pursuant to this Section 3.3(b).  For the avoidance of doubt, if the Grantee ceases to serve as President of Dabir or a Change of Control occurs, in either case, prior to the end of the Performance Period, no vesting shall occur under this Section 3(b).

(c) Number of Performance Units Earned.  ‎ Exhibit C attached hereto sets forth the formula for calculating the number of Performance Units earned based on the Fiscal ‎‎2025 Dabir EBITDA achieved.  Pursuant to Exhibit C, the number of Performance Units earned shall be determined by ‎multiplying the number of Performance Units by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 Dabir EBITDA achieved minus (ii) Target Fiscal 2025 Dabir ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 Dabir EBITDA minus (b) ‎Target Fiscal 2025 Dabir EBITDA.  If the level of performance achieved is less than or equal to the Target ‎Fiscal 2025 Dabir EBITDA, then no Performance Units amounts shall be earned pursuant to this Section 3.3(c).  For the avoidance of doubt, if the Grantee ceases to serve as President of

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Dabir or a Change of Control occurs, in either case, prior to the end of the Performance Period, no Performance Units shall be earned under this Section 3(c).

(d) Effect of Termination of Employment in Connection with Death, Disability or Retirement.  Notwithstanding Sections (b) and (c) above, the following provisions shall apply to the Awards in the event of Grantee’s termination of employment in connection with death, disability or retirement prior to the end of the Performance Period:

(i) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Company or death, then all of the Restricted Stock will become immediately vested and no Performance Units shall be earned and payable; and

(ii) if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or after Grantee’s fifty-fifth birthday with consent of the Committee then, the shares of Restricted Stock and the Performance Units shall, as of the Vesting Date, vest and be earned based on actual performance on a pro rata basis based on the date of termination.  The fraction to be used to determine the number of shares of Restricted Stock to vest and the number of Performance Units to be earned hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).  

(e) Change of Control.  Notwithstanding (b) and (c) above, the following provisions shall apply to the Awards in the event of a Change of Control prior to the end of the Performance Period‎:

(i) in the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Awards on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) and (iv) below;

(ii) if and to the extent that the Awards are not continued, assumed or replaced in connection with a Change of Control, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable.  The fraction to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month) and the denominator of which shall be sixty (60);

(iii) if and to the extent that the Awards are continued, assumed or replaced under the circumstances described in Section 3(e)(i), and if within two yearsafter the Change of Control, Grantee experiences an involuntary termination of employment or other service

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for reasons other than Cause or Grantee shall terminate employment with Good Reason, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of terminationand no Performance Units shall be earned and payable.  The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60); and

(iv) Notwithstanding whether the Awards are continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable.  The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).  

“Good Reason” shall exist under (iii) or (iv) above if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the

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aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

Grantee agrees, as a condition of this Award, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock, the settlement of the Performance Units, or any other payment or issuance of shares of Common Stock under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting or issuance of shares or the payment of cash under this Award Agreement, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

4.Discretion to Adjust and Modify the Fiscal 2025 Dabir EBITDA Performance Levels or Provide for a Replacement Metric.  The Committee shall have the authority to specify adjustments or modifications to be made to ‎the Threshold, Target and Maximum levels of Fiscal 2025 Dabir EBITDA based on and in order to ‎appropriately reflect the effect of the following events: (i) asset write-downs; (ii) litigation or claim judgments or ‎settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or ‎regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) ‎any change in Dabir’s fiscal year; (vi) circumstances that impact Dabir’s financial ‎performance that are outside of the control of Dabir, such as acts of God; earthquakes; ‎fires; floods; severe weather events; natural or manmade disasters; wars; civil or military ‎disturbances; acts of terrorism; sabotage; embargoes; martial law; acts of civil or military ‎authorities; political unrest; riots; global economic events; strikes; labor disputes; lockouts; ‎epidemics; or pandemics; or (vii) unforeseen impacts related to mergers, acquisitions and ‎divestitures‎.

In the event Dabir is sold or spun-off prior to the end of the Performance Period and Grantee remains employed by the Company or a Subsidiary or Affiliate, or the Company reassigns Grantee to another position with the Company or a Subsidiary or Affiliate other than Dabir, the Committee shall have the authority to specify an appropriate replacement performance metric.   In such event, Grantee and the Company agree to enter into an appropriate amendment to this Award Agreement.

5.Settlement of Performance Units.  Except as otherwise provided herein, the ‎Performance Units shall ‎‎be ‎settled and paid in cash in an amount equal to the number of earned Performance Units multiplied by the Fair Market Value of the Company’s Common Stock as of the Vesting Date.  The payment will be made within 2½ months after the end of the Performance ‎Period (or ‎earlier ‎as provided ‎in the Plan).  ‎ At any time prior to the end of the Performance Period, the Committee shall have the authority to provide that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash (the date of such Committee action referred to herein as the “Conversion Date”).   In such event, if requested by the Committee, Grantee and the Company shall enter into an appropriate amendment to this Award Agreement to document such change.  Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” ‎within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered ‎to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from ‎Service” as defined below, any payment under this Award Agreement which results ‎from a Separation

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from Service shall be delayed until the earlier of (i) first day of the ‎seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the ‎Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax ‎and interest on the Grantee under Section 409A(a)(1)(B) of the Code.‎

6.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎, ‎then the unvested Restricted Stock and unearned Performance Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such ‎activity, unless terminated sooner by operation of another term or condition of this Award Agreement or ‎the Plan.‎

7.Additional Delivery.  Within 2½ months of the date Restricted Stock vests under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Award Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the number of shares of Restricted Stock that vest pursuant to this Award Agreement (without interest).  In addition, if the Committee provides that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash, then within 2½ months of the date the Performance Units vest under Section 3, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Conversion Date and the date the unrestricted shares are registered with the Company’s transfer agent in the name of the Grantee, multiplied by the number of Performance Units that vest pursuant to this Award Agreement (without interest). The Company may withhold from any payment that it is required to make under this Award Agreement amounts sufficient to satisfy applicable withholding requirements under any foreign, federal, state or local law due in connection with this Award or the payment described in this Section 7.  No dividends shall be paid to the Grantee with respect to the Performance Units or Restricted Stock that does not vest and is forfeited by the Grantee.

8.Restrictions.  None of the Restricted Stock or Performance Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until it has vested in accordance with the terms of this Award Agreement.  Any Restricted Stock that is not vested and any Performance Units that are not earned shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates or upon the expiration of this Award Agreement.

9.Stock Delivery.  Within ten (10) days of the date of this Award Agreement, the Company will cause the Restricted Stock to be issued in the Grantee’s name either by book-entry registration or issuance of a stock certificate.  While the Restricted Stock remains forfeitable, the Company will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Stock. Any stock certificate evidencing any Restricted Stock shall contain such legends and stock transfer

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instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require that the Grantee tender to the Company a stock power duly executed in blank relating thereto as a condition to issuing any such certificate.

10.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock until the Restricted Stock is issued in Grantee’s name either by book-entry registration or issuance of a stock certificate.  Once the Restricted Stock is issued in Grantee’s name, the Grantee shall be entitled to all rights associated with ownership of the Restricted Stock, except that the Grantee shall not be entitled to receive any dividends (cash or stock) with respect to the Restricted Stock until such time as the restrictions lapse in accordance with the terms of this Award Agreement.   The Grantee shall have no rights as a stockholder with respect to the Performance Units.

11.Construction.  This Award Agreement is subject to the terms of the Plan and shall be construed in accordance therewith.  All capitalized and undefined terms herein are subject to the definitions contained in the Plan.  The construction and operation of this Award Agreement are governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court for the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.Severability.  In the event that any provision or portion of this Award Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Award Agreement shall be unaffected thereby and shall remain in full force and effect.

13.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”).  For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

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14.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock and related benefits awarded under this Award Agreement shall be exempt from the requirements of Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intention.  In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any related benefits under this Award Agreement may be subject to Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowed under applicable laws), or take any other commercially reasonable actions necessary or appropriate to cause the Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

It is the intention of the Company and the Grantee that the Performance Units and related benefits awarded under this Award Agreement shall comply with Section 409A and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement related to the Performance Units unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that the Performance Units and/or any related benefits under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

15.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

16.No Guarantee of Future Awards.  The grant of Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Awards have previously been granted.

17.Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.Entire Agreement; Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Awards granted hereunder are subject to any Company Clawback Policy in

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effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Grantee and the Company, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:
      Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE AWARD UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

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Exhibit A

Threshold Fiscal 2025 Dabir EBITDA$*

Target Fiscal 2025 Dabir EBITDA $*

Maximum Fiscal 2025 Dabir EBITDA‎$*‎

*  The Company believes that the disclosure of the fiscal 2025 Dabir EBITDA goals would cause competitive harm and has intentionally omitted this information.

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Exhibit B

If Fiscal 2025 Dabir EBITDA achieved is less than Threshold Fiscal 2025 Dabir EBITDA, then no Restricted Stock will vest.  If Fiscal 2025 Dabir EBITDA achieved equals or exceeds Threshold Fiscal 2025 Dabir EBITDA, then the following formula will be used to calculate the percentage of Restricted Stock that will vest (subject to a maximum of 100%):

(i) 50%, plus (ii) 50% multiplied by a fraction equal to (Fiscal 2025 Dabir EBITDA achieved less Threshold Fiscal 2025 Dabir EBITDA) divided by (Target Fiscal 2025 Dabir EBITDA less Threshold Fiscal 2025 Dabir EBITDA)

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Exhibit C

If Fiscal 2025 Dabir EBITDA achieved is less than Target Fiscal 2025 Dabir EBITDA, then no Performance Units shall be earned.  If Fiscal 2025 Dabir EBITDA achieved equals or exceeds Target Fiscal 2025 Dabir EBITDA, then the following formula will be used to calculate the number of Performance Units earned:

The number of Performance Units multiplied by a fraction (subject to a maximum of one (1)), ‎the numerator of which shall equal (i) Fiscal 2025 Dabir EBITDA achieved minus (ii) Target Fiscal 2025 Dabir ‎EBITDA, and the denominator of which shall equal (a) Maximum Fiscal 2025 Dabir EBITDA minus (b) ‎Target Fiscal 2025 Dabir EBITDA.  

83692495v.1

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EX-10.4

Exhibit 10.4

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM TIME-BASED

AWARD AGREEMENT (CEO)

This Long-Term Time-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee Restricted Stock Units under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.General.  This Award Agreement and the Restricted Stock Units awarded herein are subject to all of the provisions of the Plan applicable to Restricted Stock Units.  Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant.  The Company hereby grants to Grantee a total of [______] Restricted Stock Units (the “Restricted Stock Units”), subject to the restrictions set forth in Section 3 hereof and the Plan.

3.Restrictions.

(a) None of the Restricted Stock Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

(b) Except as provided below, any Restricted Stock Units that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates.

(c) Any Restricted Stock Units that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

4.Payment for Restricted Stock Units.  

(a) The Company will pay one share of Common Stock to the Grantee for each vested Restricted Stock Unit as soon as reasonably possible following vesting under this Award Agreement.

(b) Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from

83634489

Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on the Grantee under Section 409A(a)(1)(B) of the Code.

5.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock Units.  The Grantee will only have stockholder rights after a stock certificate is issued.

6.Vesting.  The Restricted Stock Units granted hereunder will vest as follows: (i) thirty percent (30%) on April 29, 2023; (ii) thirty percent (30%) on May 4, 2024; and (iii) forty percent (40%) on May 3, 2025, (each a “Vesting Date”), provided the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) until such dates.

7.Effect of Termination of Employment in Connection with Death, Disability or Retirement or Involuntary Termination Without Cause.  Notwithstanding Section 6 above, the following provisions shall apply to the Restricted Stock Units in the event of Grantee’s termination of employment in connection with death, disability or retirement or involuntary termination without cause prior to May 3, 2025:

(a)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Committee or death, the unvested Restricted Stock Units shall become vested and payable as of the date of termination; and

(b)if Grantee experiences an involuntary termination of employment for reasons other than Cause after May 1, 2021, then a pro rata portion of the Restricted Stock Units will become immediately vested. If the involuntary termination of employment for reasons other than Cause occurs on or before May 1, 2021, then no Restricted Stock Units ‎shall vest. If the involuntary termination of employment for reasons other than Cause occurs after May 1, 2021, then the number of Restricted Stock Units to vest under 7(b) shall be calculated as follows:

Number of Restricted Stock Units x   Number of fiscal months elapsed between May 2, 2020 and termination date (rounded up to the nearest whole month)   x 1 60 − Number of Restricted Stock Units previously vested under Section 6

Grantee’s right to this pro rata portion of Restricted Stock Units is conditioned upon Grantee signing and delivering to the Company, within the time period required by the Company, a written general release of all claims against the Company in a form acceptable to the Company (the “Release”), and not revoking the Release within any applicable revocation period.

(c)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is ‎terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or ‎after Grantee’s fifty-fifth birthday with consent of the Committee (in either case, ‎‎“Retirement”), then the unvested Restricted Stock Units shall ‎vest as provided herein.  If Grantee’s Retirement occurs

2

after April 29, 2023, all unvested Restricted Stock Units shall ‎vest immediately on the date of termination and be paid on such termination date.  If Grantee’s ‎Retirement occurs on or before April 29, ‎‎2023, the Restricted Stock units shall vest pro rata based on the date of termination and be paid on such termination date and the number of Restricted Stock Units to vest under 7(c) shall be ‎calculated as follows:‎

Number of Restricted Stock Units x   Number of fiscal months elapsed between May 2, 2020 and termination date (rounded up to the nearest whole month)   x 1 60 − Number of Restricted Stock Units previously vested under Section 6

8.Change of Control.  Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control prior to May 3, 2025‎:

(a)In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Restricted Stock Units outstanding as of the date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Restricted Stock Units or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (c) and (d) below.

(b)If and to the extent that the outstanding Restricted Stock Units are not continued, assumed or replaced in connection with a Change of Control, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

(c)If and to the extent that the Restricted Stock Units are continued, assumed or replaced under the circumstances described in (a), and if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of termination of employment.

(d)Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

“Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30)

3

Exhibit 10.4

calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

9.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎,‎ then the unvested Restricted Stock Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

10.Additional Delivery.  Within 2½ months of the date Restricted Stock Units have vested ‎pursuant to this ‎Award Agreement, the Company shall pay to the Grantee a dividend equivalent ‎equal to the aggregate per ‎share cash dividends with respect to all cash dividend record dates that ‎fall between the Award ‎Date and the relevant Vesting Date multiplied by the number of Restricted Stock Units ‎that vest ‎as of such Vesting Date (without interest).  The Company may withhold from ‎any payment that ‎it is required to make under this Award Agreement amounts sufficient to satisfy ‎applicable ‎withholding requirements under any federal, state or local law due in connection with ‎this Award ‎or the payment described in this section.  No dividends shall be paid to the Grantee ‎with respect ‎to any Restricted Stock Unit that does not vest and is forfeited by the Grantee‎.

11.Applicable Law.  The validity, construction, interpretation and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation

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of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court of the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.Severability.  The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

13.Waiver.  The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.

14.Binding Effect.  The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of the Grantee.

15.Withholding.  Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock Units or other payments under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

16.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”). For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

17.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock Units and other benefits awarded under this Award Agreement shall comply with

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Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A.Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

18.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

19.No Guarantee of Future Awards.  The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Restricted Stock Units have previously been granted.

20.Entire Agreement and Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Restricted Stock Units granted hereunder are subject to any Company Clawback Policy in effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:

Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

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EX-10.5

Exhibit 10.5

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM TIME-BASED

AWARD AGREEMENT (CFO & COO)

This Long-Term Time-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee Restricted Stock Units under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.General.  This Award Agreement and the Restricted Stock Units awarded herein are subject to all of the provisions of the Plan applicable to Restricted Stock Units.  Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant.  The Company hereby grants to Grantee a total of [______] Restricted Stock Units (the “Restricted Stock Units”), subject to the restrictions set forth in Section 3 hereof and the Plan.

3.Restrictions.

(a) None of the Restricted Stock Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

(b) Except as provided below, any Restricted Stock Units that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates.

(c) Any Restricted Stock Units that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

4.Payment for Restricted Stock Units.  

(a) The Company will pay one share of Common Stock to the Grantee for each vested Restricted Stock Unit as soon as reasonably possible following vesting under this Award Agreement.

(b) Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from

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Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on the Grantee under Section 409A(a)(1)(B) of the Code.

5.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock Units.  The Grantee will only have stockholder rights after a stock certificate is issued.

6.Vesting.  The Restricted Stock Units granted hereunder will vest as follows: (i) thirty percent (30%) on April 29, 2023; (ii) thirty percent (30%) on May 4, 2024; and (iii) forty percent (40%) on May 3, 2025, (each a “Vesting Date”), provided the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) until such dates.

7.Effect of Termination of Employment in Connection with Death, Disability or Retirement or Involuntary Termination Without Cause.  Notwithstanding Section 6 above, the following provisions shall apply to the Restricted Stock Units in the event of Grantee’s termination of employment in connection with death, disability or retirement or involuntary termination without cause prior to May 3, 2025:

(a)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Company or death, the unvested Restricted Stock Units shall become vested and payable as of the date of termination; and

(b)if Grantee experiences an involuntary termination of employment for reasons other than Cause after May 1, 2021, then a pro rata portion of the Restricted Stock Units will become immediately vested. If the involuntary termination of employment for reasons other than Cause occurs on or before May 1, 2021, then no Restricted Stock Units ‎shall vest. If the involuntary termination of employment for reasons other than Cause occurs after May 1, 2021, then the number of Restricted Stock Units to vest under 7(b) shall be calculated as follows:

Number of Restricted Stock Units x   Number of fiscal months elapsed between May 2, 2020 and termination date (rounded up to the nearest whole month)   x 1 60 − Number of Restricted Stock Units previously vested under Section 6

Grantee’s right to this pro rata portion of Restricted Stock Units is conditioned upon Grantee signing and delivering to the Company, within the time period required by the Company, a written general release of all claims against the Company in a form acceptable to the Company (the “Release”), and not revoking the Release within any applicable revocation period.

(c)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or after Grantee’s fifty-fifth birthday with consent of the Committee,  then the unvested Restricted Stock Units shall vest pro rata based on the date of termination and be paid on such termination date.  

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For purposes of this calculation, the number of Restricted Stock Units to vest under 7(c) shall be calculated as follows:

Number of Restricted Stock Units x   Number of fiscal months elapsed between May 2, 2020 and termination date (rounded up to the nearest whole month)   x 1 60 − Number of Restricted Stock Units previously vested under Section 6

8.Change of Control.  Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control prior to May 3, 2025‎:

(a)In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Restricted Stock Units outstanding as of the date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Restricted Stock Units or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (c) and (d) below.

(b)If and to the extent that the outstanding Restricted Stock Units are not continued, assumed or replaced in connection with a Change of Control, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

(c)If and to the extent that the Restricted Stock Units are continued, assumed or replaced under the circumstances described in (a), and if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of termination of employment.

(d)Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

“Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and

3

Exhibit 10.5

support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

9.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎,‎ then the unvested Restricted Stock Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

10.Additional Delivery.  Within 2½ months of the date Restricted Stock Units have vested ‎pursuant to this ‎Award Agreement, the Company shall pay to the Grantee a dividend equivalent ‎equal to the aggregate per ‎share cash dividends with respect to all cash dividend record dates that ‎fall between the Award ‎Date and the relevant Vesting Date multiplied by the number of Restricted Stock Units ‎that vest ‎as of such Vesting Date (without interest).  The Company may withhold from ‎any payment that ‎it is required to make under this Award Agreement amounts sufficient to satisfy ‎applicable ‎withholding requirements under any federal, state or local law due in connection with ‎this Award ‎or the payment described in this section.  No dividends shall be paid to the Grantee ‎with respect ‎to any Restricted Stock Unit that does not vest and is forfeited by the Grantee‎.

11.Applicable Law.  The validity, construction, interpretation and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States

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District Court of the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.Severability.  The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

13.Waiver.  The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.

14.Binding Effect.  The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of the Grantee.

15.Withholding.  Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock Units or other payments under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

16.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”). For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

17.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock Units and other benefits awarded under this Award Agreement shall comply with Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a

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termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A.Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

18.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

19.No Guarantee of Future Awards.  The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Restricted Stock Units have previously been granted.

20.Entire Agreement and Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Restricted Stock Units granted hereunder are subject to any Company Clawback Policy in effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:

Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

5

EX-10.6

Exhibit 10.6

METHODE ELECTRONICS, INC.

FORM OF 2020 LONG-TERM TIME-BASED

AWARD AGREEMENT (DABIR)

This Long-Term Time-Based Award Agreement (the “Award Agreement”), effective as of September 27, 2020 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [_____________] (the “Grantee”).

WHEREAS, the Company desires to reward Grantee for services to the Company and to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee Restricted Stock Units under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.General.  This Award Agreement and the Restricted Stock Units awarded herein are subject to all of the provisions of the Plan applicable to Restricted Stock Units.  Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content.  In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant.  The Company hereby grants to Grantee a total of [______] Restricted Stock Units (the “Restricted Stock Units”), subject to the restrictions set forth in Section 3 hereof and the Plan.

3.Restrictions.

(a) None of the Restricted Stock Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

(b) Except as provided below, any Restricted Stock Units that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates.

(c) Any Restricted Stock Units that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

4.Payment for Restricted Stock Units.  

(a) The Company will pay one share of Common Stock to the Grantee for each vested Restricted Stock Unit as soon as reasonably possible following vesting under this Award Agreement.

(b) Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from

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Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on the Grantee under Section 409A(a)(1)(B) of the Code.

5.Rights as Stockholder.  The Grantee shall have no rights as a stockholder with respect to any Restricted Stock Units.  The Grantee will only have stockholder rights after a stock certificate is issued.

6.Vesting.  The Restricted Stock Units granted hereunder will vest as follows: (i) thirty percent (30%) on April 29, 2023; (ii) thirty percent (30%) on May 4, 2024; and (iii) forty percent (40%) on May 3, 2025, (each a “Vesting Date”), provided the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) until such dates.

7.Effect of Termination of Employment in Connection with Death, Disability or Retirement.  Notwithstanding Section 6 above, the following provisions shall apply to the Restricted Stock Units in the event of Grantee’s termination of employment in connection with death, disability or retirement prior to May 3, 2025:

(a)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to total and permanent disability as determined by the Company or death, the unvested Restricted Stock Units shall become vested and payable as of the date of termination; and

(b)if Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to retirement on or after Grantee’s sixty-fifth birthday or retirement on or after Grantee’s fifty-fifth birthday with consent of the Committee,  then the unvested Restricted Stock Units shall vest pro rata based on the date of termination and be paid on such termination date.  For purposes of this calculation, the number of Restricted Stock Units to vest under 7(b) shall be calculated as follows:

Number of Restricted Stock Units x   Number of fiscal months elapsed between May 2, 2020 and termination date (rounded up to the nearest whole month)   x 1 60 − Number of Restricted Stock Units previously vested under Section 6

8.Change of Control.  Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control prior to May 3, 2025‎:

(a)In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Restricted Stock Units outstanding as of the date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 15 of the Plan), and such Restricted Stock Units or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (c) and (d) below.

(b)If and to the extent that the outstanding Restricted Stock Units are not continued,

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Exhibit 10.6

assumed or replaced in connection with a Change of Control, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

(c)If and to the extent that the Restricted Stock Units are continued, assumed or replaced under the circumstances described in (a), and if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of termination of employment.

(d)Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

“Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to Grantee duties that would reasonably require such move; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

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9.Forfeiture.  If at any time any of the following events occur: (i) Grantee’s conviction of a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the material detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure;‎ ‎(iv)‎ any willful misconduct by the Grantee which materially affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by the Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, proprietary information, or ‎other similar agreement ‎between the Grantee and the Company; or ‎(vi)‎ Grantee’s material violation of the Company’s code of conduct‎,‎ then the unvested Restricted Stock Units shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

10.Additional Delivery.  Within 2½ months of the date Restricted Stock Units have vested ‎pursuant to this ‎Award Agreement, the Company shall pay to the Grantee a dividend equivalent ‎equal to the aggregate per ‎share cash dividends with respect to all cash dividend record dates that ‎fall between the Award ‎Date and the relevant Vesting Date multiplied by the number of Restricted Stock Units ‎that vest ‎as of such Vesting Date (without interest).  The Company may withhold from ‎any payment that ‎it is required to make under this Award Agreement amounts sufficient to satisfy ‎applicable ‎withholding requirements under any federal, state or local law due in connection with ‎this Award ‎or the payment described in this section.  No dividends shall be paid to the Grantee ‎with respect ‎to any Restricted Stock Unit that does not vest and is forfeited by the Grantee‎.

11.Applicable Law.  The validity, construction, interpretation and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court of the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.Severability.  The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

13.Waiver.  The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.

14.Binding Effect.  The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of the Grantee.

15.Withholding.  Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock Units or other payments under this Award Agreement.  In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the

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Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Subsidiary or Affiliate.

16.Dispute Resolution.  The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”). For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator will be an attorney licensed to practice law in the State of Illinois.The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.  Except as set forth below, each party shall pay:  the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case.  Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.  In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

17.Section 409A Compliance.  It is the intention of the Company and the Grantee that the Restricted Stock Units and other benefits awarded under this Award Agreement shall comply with Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent.  Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.  In the event that the Company or the Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.  Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

18.No Retention Rights.  Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

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19.No Guarantee of Future Awards.  The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Restricted Stock Units have previously been granted.

20.Entire Agreement and Clawback Policy.  This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement.  This Award Agreement and the Restricted Stock Units granted hereunder are subject to any Company Clawback Policy in effect as of the date of this Award Agreement or as subsequently amended, modified or replaced, and the terms of the Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:

Darren M. Dawson

Its:Chair, Compensation Committee

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company.  IF A FULLY EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY OCTOBER 23, 2020, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.  

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT.  YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT.  FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.  

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[___________________]

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XML

Cover Page	Sep. 27, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2020
Entity Registrant Name	METHODE ELECTRONICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33731
Entity Central Index Key	0000065270
Amendment Flag	false
Entity Tax Identification Number	36-2090085
Entity Address, Address Line One	8750 West Bryn Mawr Avenue
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	708
Local Phone Number	867-6777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 par value
Trading Symbol	MEI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false