-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KIqvZdP0FMQSQYjsu0UP4hxyodeFRgt/Dckzqbweq2j75mColr49ZvrbZPfBpUA+ UhtAiQfmYym+GqD14+UAlA== 0000097745-03-000040.txt : 20030327 0000097745-03-000040.hdr.sgml : 20030327 20030327144700 ACCESSION NUMBER: 0000097745-03-000040 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021228 FILED AS OF DATE: 20030327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO ELECTRON CORP CENTRAL INDEX KEY: 0000097745 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042209186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08002 FILM NUMBER: 03620638 BUSINESS ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7816221000 MAIL ADDRESS: STREET 1: 81 WYMAN ST STREET 2: PO BOX 9046 CITY: WALTHAM STATE: MA ZIP: 02451 10-K/A 1 tmo10ka02.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- FORM 10-K/A Amendment No. 1 (mark one) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 28, 2002 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-8002 THERMO ELECTRON CORPORATION (Exact name of Registrant as specified in its charter) Delaware 04-2209186 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 81 Wyman Street, P.O. Box 9046 Waltham, Massachusetts 02454-9046 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 622-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - -------------------------------- ----------------------------------------- Common Stock, $1.00 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange 3 1/4% Subordinated Convertible Debentures due 2007 American Stock Exchange 4% Subordinated Convertible Debentures due 2005 American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ] As of June 28, 2002, the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $2,774,137,000. The stock price used in this computation was the last sales price on that date. As of January 24, 2003, the Registrant had 163,187,218 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Sections of Thermo Electron Corporation's definitive Proxy Statement for the Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report. PART III Item 13 of the Registrant's Form 10-K for the fiscal year ended December 28, 2002, is hereby amended and restated to read as follows: Item 13. Certain Relationships and Related Transactions Not applicable. PART IV The Exhibit Index on page 39 of the Registrant's Form 10-K for the fiscal year ended December 28, 2002, is hereby amended and restated to add Exhibits 10.75, 10.76, and 10.77, which are filed herewith. Exhibit Number Description of Exhibit - ------- ---------------------- 10.75 Restricted Stock Agreement dated February 26, 2003, between the Registrant and Marc N. Casper. 10.76 Restricted Stock Agreement dated October 13, 2000, between the Registrant and Guy Broadbent. 10.77 Description of Supplemental Long Term Disability Plan of the Registrant. < 2 > SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 27, 2003 THERMO ELECTRON CORPORATION By: /s/ Marijn E. Dekkers ------------------------------------- Marijn E. Dekkers President and Chief Executive Officer < 3 > THERMO ELECTRON CORPORATION CERTIFICATIONS I, Marijn E. Dekkers, certify that: 1. I have reviewed this annual report on Form 10-K/A of Thermo Electron Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 27, 2003 /s/ Marijn E. Dekkers ------------------------------------- Marijn E. Dekkers President and Chief Executive Officer < 4 > THERMO ELECTRON CORPORATION I, Theo Melas-Kyriazi, certify that: 1. I have reviewed this annual report on Form 10-K/A of Thermo Electron Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 27, 2003 /s/ Theo Melas-Kyriazi ----------------------- Theo Melas-Kyriazi Chief Financial Officer < 5 > EX-10.75 3 tmo10ka02ex10-75.txt Exhibit 10.75 THERMO ELECTRON CORPORATION EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT MARC N. CASPER Name of Recipient 30,000 Number of Restricted Shares of Common Stock Awarded Vesting Schedule for Restricted Shares Awarded: # of Shares Vesting Vesting Date ------------------- ------------ [10,000] [2/26/2004] [10,000] [2/26/2005] [10,000] [2/26/2006] February 26, 2003 Award Date Thermo Electron Corporation (the "Company") has selected you to receive the restricted stock award identified above, subject to the provisions of the Plan and the terms, conditions and restrictions contained in this agreement (the "Agreement"). Please confirm your acceptance of this Award, your agreement to the terms of the Plan and this Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum regarding the tax treatment of awards of restricted stock, by signing both copies of this Agreement. You should keep one copy for your records and return the other copy promptly to the Stock Option Manager of the Company, c/o Thermo Electron Corporation, 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046. THERMO ELECTRON CORPORATION By: /s/ Seth H. Hoogasian --------------------------------------------- Seth H. Hoogasian Vice President, General Counsel and Secretary Accepted and Agreed: /s/ Marc N. Casper - -------------------- Marc N. Casper THERMO ELECTRON CORPORATION EQUITY INCENTIVE PLAN Restricted Stock Agreement -------------------------- 1. Preamble. This Restricted Stock Agreement contains the terms and conditions of an award of shares of restricted stock of the Company (the "Restricted Shares") made to the Recipient identified on the first page of this Agreement pursuant to the Plan. 2. Restrictions on Transfer. The Restricted Shares shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan, until and unless the Restricted Shares shall have vested as provided in Paragraph 3 below. 3. Vesting. The term "vest" as used in this Agreement means the lapsing of the restrictions that are described in this Agreement with respect to the Restricted Shares. The Restricted Shares shall vest in accordance with the schedule set forth on the first page of this Agreement, provided in each case that the Recipient is then, and since the Award Date has continuously been, employed by the Company or its subsidiaries. Notwithstanding the foregoing, the Recipient shall become fully vested in the Restricted Shares prior to the vesting dates set forth on the first page of this Agreement in the following circumstances: (a) In the event of a Change of Control, as defined in Section 9.2 of the Plan, as the same may be amended from time to time and as in effect on the date of determination, all Restricted Shares that have not previously been forfeited shall immediately vest, provided that the Recipient is then employed by the Company or its subsidiaries. (b) In the event of the Recipient's death or disability, all Restricted Shares that have not previously been forfeited shall immediately vest, provided that the Recipient was employed by the Company or its subsidiaries immediately prior to the date of death or disability. For purposes of this Agreement, "disability" shall mean a disability as determined (subject to such additional rules as the Human Resources Committee of the Board of Directors of the Company (the "Committee") may prescribe) in accordance with the long term disability plan of the Company and its subsidiaries covering the Recipient or, if there is no such plan, in accordance with a determination of disability by the U.S. Social Security Administration if the Recipient is a U.S. citizen or resident in the United States, or such comparable body, as determined by the Committee, with respect to Recipients who are not U.S. citizens and are not resident in the United States. (c) In the event the Recipient's employment is terminated by the Company other than for cause, all Restricted Shares that have not previously been forfeited shall immediately vest. Cause means the Recipient's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Paragraph 3(c), no act or failure to act by the Recipient shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Recipient's action or omission was in the best interests of the Company. < 2 > 4. Forfeiture. In the event the undersigned ceases to be employed by the Company or its subsidiaries for any reason other than the reasons set forth in Paragraph 3, the Restricted Shares, less any Restricted Shares that have previously vested, shall be immediately forfeited to the Company. 5. Dividends and Voting Rights. The Recipient shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided however, that any property (other than cash) distributed with respect to Restricted Shares, including without limitation a distribution of shares of the Company's stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be promptly forfeited to the Company if and when the Restricted Shares are so forfeited. 6. Certificates. (a) Legended Certificates. The Recipient is executing and delivering to the Company blank stock powers to be used in the event of forfeiture. Any certificates representing unvested Restricted Shares shall be held by the Company, and any such certificate (and, to the extent determined by the Company, any other evidence of ownership of unvested Restricted Shares) shall contain the following legend: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ISSUER'S EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE ISSUER. (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Recipient agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares may be held in book entry form on the books of the Company's depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder. < 3 > 7. Unrestricted Shares. As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Paragraph 6(a), to be issued and delivered to the Recipient, subject to the payment by the Recipient by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Recipient understands that once a certificate has been delivered to the Recipient in respect of Restricted Shares which have vested, the Recipient will be free to sell the shares of common stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws. 8. Tax Withholding. The Recipient expressly acknowledges that the award or vesting of the Restricted Shares will give rise to "wages" subject to withholding. The Recipient expressly acknowledges and agrees that the Recipient's rights hereunder are subject to the Recipient's paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Committee so determines, by the delivery of previously acquired shares of common stock of the Company or by having the Company hold back from the shares to be delivered, shares of the Company's common stock having a value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting. If the withholding obligation is not satisfied by the Recipient promptly, the Company may, without further consent from the Recipient, have the right to deduct such taxes from any payment of any kind otherwise due to the Recipient, including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting. 9. Administration. The Board of Directors of the Company, or the Human Resources Committee of the Board of Directors or other committee designated in the Plan, shall have the authority to manage and control the operation and administration of this Agreement. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding. 10. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which has already been provided to the Recipient. 11. Amendment. This Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person. < 4 > EX-10.76 4 tmo10ka02ex10-76.txt Exhibit 10.76 THERMO ELECTRON CORPORATION EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Guy Broadbent Name of Recipient 6,000 Number of Restricted Shares of Common Stock Awarded Vesting Schedule for Restricted Shares Awarded: # of Shares Vesting Date ----------- ------------ [2,000] [10/13/01] [2,000] [10/13/02] [2,000] [10/13/03] October 13, 2000 Award Date Thermo Electron Corporation (the "Company") has selected you to receive the restricted stock award identified above, subject to the provisions of the Plan and the terms, conditions and restrictions contained in this agreement (the "Agreement"). Please confirm your acceptance of this Award, your agreement to the terms of the Plan and this Agreement, your receipt of a copy of the Plan, and your receipt of a memorandum regarding the tax treatment of awards of restricted stock, by signing both copies of this Agreement. You should keep one copy for your records and return the other copy promptly to the Stock Option Manager of the Company, c/o Thermo Electron Corporation, 81 Wyman Street, Post Office Box 9046, Waltham, Massachusetts 02454-9046. THERMO ELECTRON CORPORATION By: /s/ Anne Pol -------------------------------------- Anne Pol Senior Vice President, Human Resources Accepted and Agreed: - -------------------- Recipient THERMO ELECTRON CORPORATION EQUITY INCENTIVE PLAN Restricted Stock Agreement -------------------------- 1. Preamble. This Restricted Stock Agreement contains the terms and conditions of an award of shares of restricted stock of the Company (the "Restricted Shares") made to the Recipient identified on the first page of this Agreement pursuant to the Plan. The Restricted Shares shall be issued from treasury shares held by the Company. 2. Restrictions on Transfer. The Restricted Shares shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan, until and unless the Restricted Shares shall have vested as provided in Paragraph 3 below. 3. Vesting. The term "vest" as used in this Agreement means the lapsing of the restrictions that are described in this Agreement with respect to the Restricted Shares. The Restricted Shares shall vest in accordance with the schedule set forth on the first page of this Agreement, provided in each case that the Recipient is then, and since the Award Date has continuously been, employed by the Company or its subsidiaries. Notwithstanding the foregoing, the Recipient shall become fully vested in the Restricted Shares prior to the vesting dates set forth on the first page of this Agreement in the following circumstances: (a) In the event of a Change of Control, as defined in Section 9.2 of the Plan, as the same may be amended from time to time and as in effect on the date of determination, all Restricted Shares that have not previously been forfeited shall immediately vest, provided that the Recipient is then employed by the Company or its subsidiaries. (b) In the event of the Recipient's death or disability, all Restricted Shares that have not previously been forfeited shall immediately vest, provided that the Recipient was employed by the Company or its subsidiaries immediately prior to the date of death or disability. For purposes of this Agreement, "disability" shall mean a disability as determined (subject to such additional rules as the Human Resources Committee of the Board of Directors of the Company (the "Committee") may prescribe) in accordance with the long term disability plan of the Company and its subsidiaries covering the Recipient or, if there is no such plan, in accordance with a determination of disability by the U.S. Social Security Administration if the Recipient is a U.S. citizen or resident in the United States, or such comparable body, as determined by the Committee, with respect to Recipients who are not U.S. citizens and are not resident in the United States. (c) In the event the Recipient's employment is terminated by the Company other than for cause, all Restricted Shares that have not previously been forfeited shall immediately vest. Cause means the Recipient's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Paragraph 3(c), no act or failure to act by the Recipient shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Recipient's action or omission was in the best interests of the Company. < 2 > 4. Forfeiture. In the event the undersigned ceases to be employed by the Company or its subsidiaries for any reason other than the reasons set forth in Paragraph 3, the Restricted Shares, less any Restricted Shares that have previously vested, shall be immediately forfeited to the Company. 5. Dividends and Voting Rights. The Recipient shall be entitled to any and all dividends or other distributions paid with respect to the Restricted Shares which have not been forfeited or otherwise disposed of and shall be entitled to vote any such Restricted Shares; provided however, that any property (other than cash) distributed with respect to Restricted Shares, including without limitation a distribution of shares of the Company's stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities based on the ownership of Restricted Shares, shall be subject to the restrictions of this Restricted Stock Agreement in the same manner and for so long as the Restricted Shares remain subject to such restrictions, and shall be promptly forfeited to the Company if and when the Restricted Shares are so forfeited. 6. Certificates. (a) Legended Certificates. The Recipient is executing and delivering to the Company blank stock powers to be used in the event of forfeiture. Any certificates representing unvested Restricted Shares shall be held by the Company, and any such certificate (and, to the extent determined by the Company, any other evidence of ownership of unvested Restricted Shares) shall contain the following legend: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE ISSUER'S EMPLOYEES EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE ISSUER. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE ISSUER. (b) Book Entry. If unvested Restricted Shares are held in book entry form, the Recipient agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. The Recipient hereby (i) acknowledges that the Restricted Shares may be held in book entry form on the books of the Company's depository (or another institution specified by the Company), and irrevocably authorizes the Company to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Restricted Shares, one or more stock powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Restricted Shares that are forfeited hereunder. < 3 > 7. Unrestricted Shares. As soon as practicable following the vesting of any Restricted Shares the Company shall cause a certificate or certificates covering such shares, without the legend contained in Paragraph 6(a), to be issued and delivered to the Recipient, subject to the payment by the Recipient by cash or other means acceptable to the Company of any federal, state, local and other applicable taxes required to be withheld in connection with such vesting. The Recipient understands that once a certificate has been delivered to the Recipient in respect of Restricted Shares which have vested, the Recipient will be free to sell the shares of common stock evidenced by such certificate, subject to applicable requirements of federal and state securities laws. 8. Tax Withholding. The Recipient expressly acknowledges that the award or vesting of the Restricted Shares will give rise to "wages" subject to withholding. The Recipient expressly acknowledges and agrees that the Recipient's rights hereunder are subject to the Recipient's paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Committee so determines, by the delivery of previously acquired shares of common stock of the Company or by having the Company hold back from the shares to be delivered, shares of the Company's common stock having a value calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting. If the withholding obligation is not satisfied by the Recipient promptly, the Company may, without further consent from the Recipient, have the right to deduct such taxes from any payment of any kind otherwise due to the Recipient, including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy all federal, state, local or other applicable taxes required to be withheld in connection with such award or vesting. 9. Administration. The Board of Directors of the Company, or the Human Resources Committee of the Board of Directors or other committee designated in the Plan, shall have the authority to manage and control the operation and administration of this Agreement. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding. 10. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which has already been provided to the Recipient. 11. Amendment. This Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person. < 4 > EX-10.77 5 tmo10ka02ex10-77.txt Exhibit 10.77 THERMO ELECTRON CORPORATION Supplemental LTD Plan Key Plan Design Features Program Description - ------------------- The Thermo Electron Supplemental Long Term Disability Benefit is a disability benefit designed to supplement the coverage you receive under Thermo Electron's basic long-term disability program. The basic program provides a monthly benefit of 60% of base salary to a monthly maximum benefit of $10,000. The supplemental plan enhances your disability benefit by providing a monthly benefit of 60% of total compensation to an additional $10,000 monthly maximum benefit, for a combined monthly maximum of $20,000 between the basic and supplemental plans. The plan is funded through individual disability policies and the coverage is fully paid by the company. Other key features of the plan are summarized below:
Design Feature Plan Design - -------------------------------------------------------------------------------- Eligibility: Active, full-time employees earning a specific level of base salary Enrollment: Upon hire Eligible Compensation/ Base salary plus incentive bonuses and employer Total Compensation: matching contribution under the 401(k) plan Benefit: 60% of total compensation to a monthly maximum benefit of $10,000 Changes in Benefit: Each year, your benefit amount under the plan will increase (or decrease) as your eligible compensation increases (or decreases). A rider to reflect a change in supplemental benefit is issued after April 1 salary changes are recorded. Definition of Disability: Inability to perform the substantial and material duties of your own occupation and not working in any other gainful occupation for the duration of the disability. Partial Disability: Proportionate benefits are payable to age 65 if you return to part-time active employment on your physician's advice, but continue to suffer a decreased level of earnings. Recovery Benefits: Proportionate benefits are payable to age 65 if you return to full-time active employment on your physician's advice, but continue to suffer a decreased level of earnings. Mental/Nervous Drug or Benefits are payable to age 65, regardless of Alcohol: whether confined to a hospital/institution. Elimination Period: Benefits begin after 180 days of disability. Benefit Period: Benefits are payable to age 65 (or longer if disability occurs after age 61). Guaranteed Contractual Terms: Once you are approved for coverage, Provident Life Insurance Company cannot change your policy provisions. Guaranteed Premiums: Your monthly premiums are guaranteed until age 65. Tax-Free Benefit: As the cost for this coverage is paid for by the company, any disability benefit you receive under this plan will be taxable income. In order to make your disability payments tax- free, Thermo Electron can include the premium amounts in your year-end W2 statement. To elect this option, you must complete the appropriate section of the Application Cover Sheet. Guaranteed Issue Coverage: Your policy will be issued to you on a guaranteed issue basis (i.e., regardless of your current health status or medical history). Termination of Benefit: Your coverage under the plan terminates effective as of your last day of active employment with the company. Portability: Your policy is fully portable (i.e., the coverage does not end if you leave the company). This is a brief description of the key policy Features. See the actual policy for specific provisions.
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