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Departure of Directors or Certain

On October 7, 2015 (the Grant Date), the Compensation Committee of Methode Electronics, Inc. (Methode) awarded performance-based restricted stock (RSAs) and time-based restricted stock units (RSUs) to certain executive officers under Methodes 2014 Omnibus Incentive Plan (the Plan).

Descriptions of the material terms and conditions of the RSAs and RSUs are set forth below. These descriptions are qualified by reference to the full text of the Performance Based Restricted Stock Form Award Agreement and the Restricted Stock Unit Form Award Agreement attached hereto as Exhibit 10.1 and 10.2, respectively, and the Plan which was filed as Exhibit 10.1 to the Companys Form 8-K filed on September 22, 2014.

Shares Awarded

The table below sets for the number of target RSAs and RSUs aw arded to the executive officers listed below.


Number of Shares

Target RSAs*


Donald W. Duda

Chief Executive Officer



Douglas A. Koman

Chief Financial Officer



Joseph E. Khoury

Senior Vice President



* The number of shares earned will depend on performance and may be up to 150% of this number.

Performance-Based RSAs

Messrs. Duda, Koman and Khoury were each awarded a target number of shares of performance-based restricted stock (the Target Shares). The number of RSAs earned will vary based on performance relative to established goals, with 50% of the Target Shares earned for threshold performance, 100% of the Target Shares earned for target performance and 150% of the Target Shares earned for maximum performance. The executive will not earn any shares if threshold performance is not met. Performance will be based on...