Exhibit 10.1

METHODE ELECTRONICS, INC.

2010 STOCK PLAN

PERFORMANCE BASED RESTRICTED STOCK

FORM AWARD AGREEMENT

This Restricted Stock Award Agreement (the “Award Agreement”), effective as of November 8, 2010 (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 his services to the Company and to encourage him to continue to work for the benefit of the Company in a manner that will benefit all Company shareholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to deliver to Grantee Restricted Stock of the Company (the “Restricted Shares”) under the Methode Electronics, Inc. 2010 Stock Plan (the “Plan”) on the terms and conditions set forth herein.

1.              General .  This Award Agreement and the Restricted Stock awarded herein are subject to all of the provisions of the Plan applicable to Restricted Stock. Unless otherwise provided herein, the Plan provisions are incorporated by reference and made a part hereof to the same extent as if set forth in their entirety herein and unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a true copy of the Plan and 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 Shares (the “Award”).  This Award is intended to be a “162(m) Award” within the meaning of Section 6 of the Plan.

3.              Vesting .  The Restricted Shares shall vest as follows, subject to the Grantee’s continued employment or service with the Company or a Subsidiary or Affiliate. Any Restricted Shares that do not vest pursuant to this Section 3 shall be forfeited to the Company immediately upon termination of the Measurement Period or, except as provided in Section 3(d) below, termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates.  To the extent the Restricted shares vest pursuant to Section 3(d) below, such Restricted Shares shall not be eligible for vesting pursuant to Section 3(b) or Section 3(c).  Any fractional shares created by the vesting calculations described below will be rounded down to a whole share number; no fractional shares will be delivered pursuant to this Award.

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(a)                                   Measurement Period and Vesting Date .  The “Measurement Period” is the fiscal year of the Company ending on or about May 2, 2015.  The “Vesting Date” shall be the last day of the Measurement Period.  The “Award Period” is the period between the date of this Award Agreement and the Vesting Date.

(b)                                  Amount of Restricted Shares that Vest .  Except to the extent provided in Section 3(c) or 3(d), the vesting of the Restricted Shares will be based on the Company’s internal enterprise value at the end of the Measurement Period (“Internal Enterprise Value”) subject to the Grantee’s continued employment with the Company or a Subsidiary or Affiliate to the end of such Measurement Period, and provided that a Change of Control has not occurred before the end of the Measurement Period.  For this purpose, Internal Enterprise Value shall equal (1) the product of (i) the EBITDA for the recently completed fiscal year and (ii) the “Historic Multiple of EBITDA” which is set forth on Exhibit A hereto, (2) plus cash and short-term investments on hand at the end of the Measurement Period, (3) less debt and preferred stock at the end of the Measurement Period, and (4) adjusted for equity issuances during the Award Period in connection with acquisitions or capital raising initiatives.  For this purpose, (A) EBITDA means the Company’s earnings before interest, taxes, depreciation and amortization; (B) in calculating cash on hand at the end of the Measurement Period, pro forma adjustments will be made in order to provide for a quarterly cash dividend payment of seven cents ($0.07) per share during the Award Period (regardless of the actual amount of dividends paid during the Award Period); and (C) any and all transaction costs and expenses (out of pocket) and earnings with respect to an acquisition undertaken pursuant to an acquisition agreement executed after October 31, 2013 will be excluded from the calculation of internal enterprise value. The threshold and target levels of performance (the “Threshold Internal Enterprise Value” and the “Target Internal Enterprise Value,”  respectively) are set forth on Exhibit A , attached hereto.  Exhibit B attached hereto sets forth the formula for calculating the vesting percentages based on the Measurement Period internal enterprise value achieved.  Pursuant to Exhibit B, the number of Restricted Shares that will vest under this Award shall be determined by multiplying the number of Restricted Shares described in Section 2 above by a fraction, the numerator of which shall equal (i) the Internal Enterprise Value as of the Vesting Date minus (ii) the Threshold Internal Enterprise Value, and the denominator of which shall equal (a) the Target Internal Enterprise Value minus (b) the Threshold Internal Enterprise Value.  If the level of performance achieved is less than or equal to the Threshold Internal Enterprise Value, then no Restricted Shares shall vest pursuant to this Section 3.3(b).  For the avoidance of doubt, if the Grantee experiences a termination of employment or a Change of Control occurs, in either case, prior to the end of the Measurement Period, no vesting shall

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occur under this Section 3(b).

(c)                                   Termination of Employment Prior to the Vesting Date .  Notwithstanding the provisions of Section 3(b), the Restricted Shares granted hereunder shall vest, in an amount determined according to the calculation set forth below, if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date due to: (i) retirement on or after Grantee’s sixty-fifth birthday; (ii) retirement on or after Grantee’s fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and permanent disability as determined by the Company; or (iv) death.  In such event, on the Vesting Date, Grantee shall vest in the number of Restricted Shares equal to the number of Restricted Shares described in Section 2 above multiplied by (1) a fraction, the numerator of which shall equal (A) the Internal Enterprise Value as of the Vesting Date minus (B) the Threshold Internal Enterprise Value, and the denominator of which shall equal (C) the Target Internal Enterprise Value minus (D) the Threshold Internal Enterprise Value and multiplied by (2) a fraction, the numerator of which shall be the number of fiscal months elapsed between the Award Date and the date of termination of employment (rounded up to the nearest whole month) and the denominator of which shall be fifty-four and a half (54.5).  If the level of performance achieved is less than or equal to the Threshold Internal Enterprise Value, then no Restricted Shares shall vest pursuant to this Section 3.3(c).

(d)                                  Change of Control .  Notwithstanding the provisions of Section 3(b), the Restricted Shares granted hereunder shall vest, in an amount determined according to the calculation set forth below, upon a Change of Control occurring prior to the end of the Measurement Period, subject to: (i) the Grantee’s continued employment with the Company or a Subsidiary or Affiliate through the date immediately preceding the effective date of such Change of Control; or (ii) the Grantee’s termination of employment by the Company without “Good Cause” or Grantee’s voluntary termination of such employment with “Good Reason” during the period beginning on the date an agreement is entered into by the Company with respect to a merger or other business combination of the Company, which would constitute a Change of Control, and the effective time of such merger or other business combination of the Company.  In such event, the vesting of the Restricted Shares will be based on the Company’s external enterprise value as of the date of the Change of Control (the “External Enterprise Value”).  For this purpose, External Enterprise Value shall equal the fair market value of the Company as determined by the bona fide offer for the purchase of the Company’s Common Stock outstanding (including any stock equivalents convertible to common stock) causing the Change of Control, and the terms “Good Cause” and “Good Reason” shall have the meanings set forth in the Change in Control

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Agreement dated as of                        between the Company and the Grantee, as the same may be amended from time to time (the “Change in Control Agreement”).  In the event of a Change of Control, the threshold and target levels of performance (the “Threshold External Enterprise Value” and the “Target External Enterprise Value,” respectively) are set forth on Exhibit C , attached hereto.  Exhibit D attached hereto sets forth the formula for calculating the vesting percentages based on the actual External Enterprise Value achieved.  Pursuant to Exhibit D, in the event of a Change of Control, the number of Restricted Shares that will vest under this Award shall be determined by multiplying the number of Restricted Shares described in Section 2 above by a fraction, the numerator of which shall equal (i) the actual External Enterprise Value minus (ii) the Threshold External Enterprise Value, and the denominator of which shall equal (a) the Target External Enterprise Value minus (b) the Threshold External Enterprise Value.  If the level of performance achieved is less than or equal to the Threshold External Enterprise Value then no Restricted Shares shall vest pursuant to this Section 3.3(d).     Any portion of this Award that does not vest upon a Change of Control pursuant to this Section 3(d) shall be immediately forfeited upon a Change of Control.

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

4.              Forfeiture .  If at any time any of the following events occur: (i) Grantee is convicted of a felony; (ii) Grantee commits any act or acts of personal dishonesty intended to result in substantial personal enrichment to Grantee to the detriment of the Company; or (iii) repeated violations of Grantee’s responsibilities which are demonstrably willful and deliberate, provided that such violations have continued more than ten days after the Company or the Board of Directors of the Company has given written notice of such violations, then the unvested Restricted Shares 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.

5.              Additional Delivery .  Within 2 ½ months of the date the Restricted Shares have vested pursuant to Section 3 of this Award Agreement, 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 Restricted

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Shares 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 federal, state or local law due in connection with this Award or the payment described in this Section 5.  No dividends shall be paid to the Grantee with respect to any Restricted Shares that are forfeited by the Grantee.

6.              Restrictions .  None of the Restricted Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested in accordance with the terms of this Award Agreement.  Any Restricted Shares 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 or upon the expiration of this Award Agreement.

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

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

9.              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.

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10.            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.

11.            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 his or its attorneys; the expenses of his or its witnesses; and all other expenses connected with presenting his 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.

12.            Section 409A Compliance .  It is the intention of the Company and the Grantee that the Restricted Shares and other 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 any award 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 Shares and other benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

13.            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

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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.

14.            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.

15.            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 Restricted Shares 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, as amended.

[Signature Page to Follow]

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

METHODE ELECTRONICS, INC.

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 NOVEMBER 30, 2010, 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 10.2

METHODE ELECTRONICS, INC.

2010 STOCK PLAN

RESTRICTED STOCK UNIT

FORM AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of November 8, 2010 (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 his services to the Company and to encourage him to continue to work for the benefit of the Company in a manner that will benefit all Company shareholders.

WHEREAS, the Company and the Grantee are entering into an Amendment to Change in Control Agreement as of the date hereof pursuant to which the “Gross-Up” provision of the Change in Control Agreement will be inapplicable and unenforceable as of May 2, 2015.

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. 2010 Stock Plan (the “Plan”) on the terms and conditions set forth herein.

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 otherwise provided herein, the Plan provisions are incorporated by reference and made a part hereof to the same extent as if set forth in their entirety herein and unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan.  Grantee hereby acknowledges receipt of a true copy of the Plan and 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 7 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 upon the earlier of the following events:

(i)                                      thirty (30) days after the Grantee’s date of termination of employment with the Company and all of the Company’s Subsidiaries and Affiliates for any reason whatsoever; or

(ii)                                   a Change of Control of the Company.

(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 Service” as defined below, any payment under this Award Agreement shall be delayed until the earlier of (i) first day of the seventh (7th) month 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 .

(a)                                   The Restricted Stock Units granted hereunder will vest twenty percent (20%) on each of the following dates (provided the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) until such dates): April 30, 2011, April 28, 2012, April 27, 2013, May 3, 2014 and May 2, 2015.

(b)                                  Notwithstanding the schedule set forth in Section 6(a), Restricted Stock Units granted hereunder shall become fully vested upon the occurrence of a Change of Control, as that term is defined in the Plan, provided that the Grantee is an employee of the Company (or a Subsidiary thereof) on the date of the Change of Control.

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(c)                                   In addition, in the event of the Grantee’s termination of employment by the Company without “Good Cause” or Grantee’s voluntary termination of such employment with “Good Reason” during the period beginning on the date an agreement is entered into by the Company with respect to a merger or other business combination of the Company, which would constitute a Change of Control, and the effective time of such merger or other business combination of the Company, then the Restricted Stock Units shall vest in full upon the closing of the Change of Control transaction.  For this purpose, the terms “Good Cause” and “Good Reason” shall have the meanings set forth in the Change in Control Agreement dated as of                        between the Company and the Grantee, as the same may be amended from time to time.

7.             Forfeiture .  If at any time any of the following events occur: (i) Grantee is convicted of a felony; (ii) Grantee commits any act or acts of personal dishonesty intended to result in substantial personal enrichment to Grantee to the detriment of the Company; or (iii) repeated violations of Grantee’s responsibilities which are demonstrably willful and deliberate, provided that such violations have continued more than ten days after the Company or the Board of Directors of the Company has given written notice of such violations, 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.

8.             Quarterly Payments .  Within fifteen (15) days of the end of each fiscal quarter, the Company shall pay to the Grantee an amount equal to the aggregate per share cash dividend paid during the quarter multiplied by the number of vested Restricted Stock Units outstanding pursuant to this Award Agreement (without interest), less any required withholding or other taxes which the Company determines, in its discretion, to be due in connection with the payments described in this Section 8, or the Restricted Stock Units granted pursuant to this Award Agreement.  No dividends shall be paid to the Grantee with respect to any Restricted Stock Units that are not vested.  Once payment has been made pursuant to Section 4 above, no further payments will be made under this Section 8.

9.             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.

10.           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

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in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

11.           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.

12.           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.  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.

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

14.           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 his or its attorneys; the expenses of his or its witnesses; and all other expenses connected with presenting his 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

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fees and costs.  In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

15.           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.

16.           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.

17.           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 Agreement or as subsequently amended, modified or replaced and the terms of the Change in Control Agreement dated as of                          between the Company and Grantee, as the same may be amended from time to time.

[Signature Page to Follow]

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

METHODE ELECTRONICS, INC.

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 NOVEMBER 30, 2010, 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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Exhibit 10.3

METHODE ELECTRONICS, INC.

2010 CASH INCENTIVE PLAN

RSA TANDEM CASH AWARD

FORM AWARD AGREEMENT

This Cash Incentive Award Agreement (the “Award Agreement”), effective as of November 8, 2010 (the “Effective Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”), and                                        (“Grantee”).

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

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to pay Grantee certain cash amounts under the Company’s 2010 Cash Incentive Plan (the “Plan”) on the terms and conditions set forth herein.

1.             Award Amount.   The Company shall pay to Grantee a cash award (the “Cash Award”) based on the Company’s internal enterprise value at the end of the Measurement Period (“Internal Enterprise Value”), provided that a Change of Control has not occurred prior to the end of the Measurement Period.  The “Measurement Period” is the fiscal year of the Company ending on May 2, 2015, the “Vesting Date” is the last day of the Measurement Period and the “Award Period” is the period between the date of this Award Agreement and the Vesting Date.  For this purpose, Internal Enterprise Value shall equal (1) the product of (i) the EBITDA for the recently completed fiscal year and (ii) the “Historic Multiple of EBITDA” which is set forth on Exhibit A hereto, (2) plus cash and short-term investments on hand at the end of the Measurement Period, (3) less debt and preferred stock at the end of the Measurement Period, and (4) adjusted for equity issuances during the Award Period in connection with acquisitions or capital raising initiatives.  For this purpose, (A) EBITDA means the Company’s earnings before interest, taxes, depreciation and amortization; (B) in calculating cash on hand at the end of the Measurement Period, pro forma adjustments will be made in order to provide for a quarterly cash dividend payment of seven cents ($0.07) per share during the Award Period (regardless of the actual amount of dividends paid during the Award Period); and (C) any and all transaction costs and expenses (out of pocket) and earnings with respect to an acquisition undertaken pursuant to an acquisition agreement executed after October 31, 2013 will be excluded from the calculation of internal enterprise value.

The threshold and target levels of performance (the “Threshold Internal Enterprise Value” and the “Target Internal Enterprise Value,”  respectively) are set forth on Exhibit A hereto.  The amount of the Cash Award, if any, shall be based upon the performance percentage as calculated pursuant to Exhibit B hereto (“Performance Percentage”), the number of shares of Restricted Stock awarded to Grantee pursuant to the Performance Based RSA Award Agreement dated as of the date hereof (the “RSA shares”) and the May 1, 2015 closing price of the Common Stock of the Company.  Pursuant to Exhibit B, the Performance Percentage shall equal a fraction, the numerator of which shall equal (i) the Internal Enterprise Value as of the Vesting Date minus (ii) the Threshold Internal Enterprise Value, and the denominator of which shall equal (a) the Target Internal Enterprise Value minus (b) the Threshold Internal Enterprise Value.  The Cash Award shall be calculated according to the following formula: (Performance Percentage) x (40% of the number of RSA Shares) x (May 1, 2015 closing price of the

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Common Stock of the Company).  Except as otherwise provided herein, Grantee must remain an employee of the Company between the Effective Date and the Vesting Date in order to receive all or any portion of the Cash Award.  If the level of performance achieved is less than or equal to the Threshold Internal Enterprise Value, then no Cash Award shall be payable hereunder.

Unless the Award is properly deferred under the terms of the Plan, the Award shall be paid to the Grantee within 2 1 / 2  months after the end of the Company’s or the Grantee’s taxable year (whichever ends later) in which the Grantee became entitled to the Award payment.  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.

The Cash Award is intended to be a “162(m) Award” within the meaning of Section 5 of the Plan.

2.             Deferrals .  The Grantee may defer receipt of his Award, subject to the deferral rules under the Plan and applicable law.

3.             Payment Proration.   Notwithstanding the provisions of Section 1, the Cash Award shall be earned pro rata,  in an amount determined according to the calculation set forth below, if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated prior to the Vesting Date due to: (i) retirement on or after his sixty-fifth birthday; (ii) retirement on or after his fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and permanent disability as determined by the Company; or (iv) death.  In such event, the Cash Award, if any, will be paid within 2 1 / 2  months of May 2, 2015 and the Cash Award shall be based on the Internal Enterprise Value as of the Vesting Date calculated according to the following formula: (Performance Percentage) x (40% of the number of RSA Shares) x (May 1, 2015 closing price of the Common Stock of the Company) x (a fraction, the numerator of which shall be the number of months elapsed between the date of this Award Agreement and the date of termination of employment (rounded up to the nearest whole month) and the denominator of which shall be fifty-four and a half (54.5)).

4.             Change of Control.   Notwithstanding the continued employment requirements of  Section 1 or the provisions set forth in Section 3, the payment of the Cash Award shall be accelerated, and the Cash Award amount will be determined according to the calculation set forth below, immediately following a Change of Control, subject to (i) the Grantee’s continued employment with the Company or a Subsidiary or Affiliate through the date immediately preceding the effective date of such Change of Control; or (ii) the Grantee’s termination of employment by the Company without “Good Cause” or Grantee’s voluntary termination of such employment with “Good Reason” during the period beginning on the date an agreement is entered into by the Company with respect to a merger or other business combination of the Company, which would constitute a Change of Control, and the effective time of such merger or other business combination of the Company.  In such event, Grantee shall be entitled to the Cash Award based on the Company’s external enterprise value as of the date of the Change of Control (the “External Enterprise Value”).  For this purpose, External Enterprise Value shall equal the fair market value of the Company as determined by the bona fide offer for the purchase of the Company’s Common Stock outstanding (including any stock equivalents convertible to common stock) causing the Change of Control (the “Change of Control Price Per Share”) and the terms “Good Cause” and “Good Reason” shall have the meanings set forth in the Change in Control Agreement dated as of                        between the Company and the Grantee, as the same may be amended from time to time (the “Change of Control Agreement”). To the extent required to qualify as a “162(m) Award” within the meaning of Section 5 of the Plan, the Compensation Committee shall have the authority to (i) require the Grantee to include an additional amount in his/her income to reasonably reflect the time value of money from which he/she is benefitting due to this accelerated payment or to (ii) discount the Cash Award paid to Grantee in order to reasonably reflect the time value of money.   In the event of a Change of Control, the threshold and target

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levels of performance (the “Threshold External Enterprise Value” and the “Target External Enterprise Value,” respectively) are set forth on Exhibit C , attached hereto.  The amount of the Cash Award, if any, payable upon a Change of Control shall be based upon the performance percentage as calculated pursuant to Exhibit D hereto (the “Change of Control Performance Percentage”), the RSA shares and the per share consideration paid in connection with the Change of Control.  Pursuant to Exhibit D, the Change of Control Performance Percentage shall equal a fraction, the numerator of which shall equal (i) the External Enterprise Value minus (ii) the Threshold External Enterprise Value, and the denominator of which shall equal (a) the Target External Enterprise Value minus (b) the Threshold External Enterprise Value.  In such event, the Cash Award shall be calculated according to the following formula: (Change of Control Performance Percentage) x (40% of the number of RSA Shares) x (Change of Control Price Per Share). If the level of performance achieved is less than or equal to the Threshold External Enterprise Value, then no payment shall be made hereunder.  Any portion of this Award that has not been vested upon a Change of Control shall be immediately forfeited.

5.             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.

7.             Funding.   Cash payments under this Award Agreement shall constitute general obligations of the Company. Grantee shall have only an unsecured right to payment thereof out of the general assets of the Company.

8.             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.

9.             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 his or its attorneys; the expenses of his or its witnesses; and all other expenses connected with presenting his 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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10.           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.

11.           Entire Award 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 Cash Award 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, as amended.

12.           Plan Controlling .  Grantee hereby acknowledges receipt of a true copy of the Plan and 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.

13.           Section 409A Compliance .  It is the intention of the Company and the Grantee that the Cash Award and other 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 this Award Agreement shall be interpreted in a manner consistent with this intention.  In the event that the Company or the Grantee reasonably determines that any award 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 award under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

14.           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.

[Signature Page to Follow]

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

METHODE ELECTRONICS, INC.

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 NOVEMBER 30, 2010, 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 10.4

METHODE ELECTRONICS, INC.

2010 CASH INCENTIVE PLAN

CASH BONUS

FORM AWARD AGREEMENT

This Cash Incentive Award Agreement, effective as of                      , 201   (the “Award Agreement”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”), and                                          (“Grantee”).

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

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company agrees to pay Grantee certain cash incentive bonuses under the Company’s 2010 Cash Incentive Plan (the “Plan”) on the terms and conditions set forth herein.

1.             Award.   The Company will pay Grantee a performance-based cash bonus in  a maximum amount specified in Exhibit A attached hereto (the “Target Amount”), provided all of the performance measures set forth on Exhibit A are achieved.  For each performance measure achieved by the Grantee, the Company will pay Grantee the amount set forth on Exhibit A hereto corresponding to the respective measure.  Grantee is only entitled to the full Target Amount if all of the measures set forth on Exhibit A are achieved.  If Exhibit A includes minimum, target and maximum levels of performance, with the final value of the bonus determined by the level of performance attained during the applicable performance period, then for purposes of this Award Agreement the Target Amount shall mean the amount of bonus payable if the maximum level of performance is attained.  For purposes of this Award Agreement, the term “Award” shall refer to the Target Amount or portion thereof paid under the terms of this Award Agreement.

Unless the Award is properly deferred under the terms of the Plan, the Award shall be paid to the Grantee within 2 ½ months after the end of the Company’s or the Grantee’s taxable year (whichever is later) in which the Grantee became entitled to the Award payment.  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.

2.             Deferrals.   The Grantee may defer receipt of the Award, subject to the deferral rules under the Plan and applicable law.

3.             Payment Acceleration.   Payment of the Award hereunder shall accelerate if the Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to: (i) retirement on or after his sixty-fifth birthday; (ii) retirement on or after his fifty-fifth birthday with consent of the Company; (iii) retirement at any age on account of total and permanent disability as determined by the Company; or (iv) death.  If payment is accelerated, payment of the Award shall be made on a pro rata basis, based on the Target Amount calculated through the most recently completed month in which such termination occurs, and multiplying such Target Amount by a fraction, the numerator of which shall be the total number of days the Grantee was employed during the performance period and the denominator of which shall be three hundred sixty-five (365).

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4.             Change of Control.   Payment of any outstanding Award shall be accelerated immediately following a Change of Control.  If payment is accelerated, payment of the Award shall be made on a pro rata basis based on the Target Amount calculated through the most recently completed month occurring immediately prior to the month in which such Change in Control occurs, and multiplying such Target Amount by a fraction, the numerator of which shall be the total number of days total number of days during the performance period before the Change of Control and the denominator of which shall be three hundred sixty-five (365).

5.             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.

6.             Amendment.   This Award Agreement may be amended at any time by written agreement between the Company and Grantee.  Any such amendment shall be made pursuant to a resolution of the Compensation Committee of the Company’s Board of Directors.

7.             Funding.   Cash payments under this Award Agreement shall constitute general obligations of the Company.  Grantee shall have only an unsecured right to payment thereof out of the general assets of the Company.

8.             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.

9.             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 his or its attorneys; the expenses of his or its witnesses; and all other expenses connected with presenting his 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.

10.           Section 409A Compliance .  It is the intention of the Company and the Grantee that the Award and other benefits awarded under this Award Agreement shall be exempt from the requirements of

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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 interpretation.  In the event that the Company or the Grantee reasonably determines that any award 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 allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to cause the Award and other benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.

11.           Counterparts.   This 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.

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

13.           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.

[Signature Page to Follow]

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

METHODE ELECTRONICS, INC.

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                                   , THE AWARD 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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Exhibit 10.5

FORM OF AMENDMENT TO CHANGE IN CONTROL AGREEMENT

This Amendment to Change in Control Agreement (the “Amendment”) is entered into as of this 8th day of November 2010, between Methode Electronics, Inc., a Delaware corporation (the “Company”), and                                                  (the “Executive”).

WITNESSETH :

WHEREAS, the Company and Executive are parties to a Change in Control Agreement dated September 1, 2006, as amended July 16, 2009 (the “Agreement”); and

WHEREAS, the Company and Executive wish to amend the Agreement to modify the definition of “Good Reason” and the circumstances pursuant to which Executive is entitled to certain additional payments under Section 6 of the Agreement.

NOW, THEREFORE, it is hereby agreed by and between the parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, as follows:

1.                 Amended Section 2(e) .  Effective immediately, Section 2(e) of the Agreement is amended to read in its entirety as follows:

(e)            “Good Reason” shall exist if, without Executive’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 Executive has provided the Company, within ten (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:

(i)             The Company shall materially reduce the nature, scope or level of Executive’s responsibilities from the nature, scope or level of such responsibilities prior to the Change in Control (or prior to the Period Pending a Change in Control), or shall fail to provide Executive with adequate office facilities and support services to perform such responsibilities.

(ii)            The Company shall require Executive to move Executive’s principal business office more than 25 miles from Executive’s principal business office at the time of this Agreement, or assign to Executive duties that would reasonably require such move; provided, however, that if Executive’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Executive to move Executive’s principal business office to such corporate headquarters, or assigns to Executive duties that would reasonably require such move, such

actions shall not constitute “Good Reason” under this subsection (ii).

(iii)           The Company shall require Executive, or assign duties to Executive which would reasonably require Executive, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Agreement) that Executive spends away from Executive’s principal business office during any consecutive twelve-month period.

(iv)           The Company shall reduce Executive’s Annual Salary below that in effect as of the date of this Agreement (or as of the Change in Control, if greater).

(v)            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 Executive is not materially less than their aggregate value as of the date of this Agreement (or as of the Change in Control, if greater).

(vi)           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.

2.                 Amended Section 6(a) .  Effective immediately, Section 6(a) of the Agreement is amended to read in its entirety as follows:

(a)            In the event it shall be determined that as a result, directly or indirectly, of any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax), then:

(i)             If the Payment is the result of a Change in Control occurring before May 1, 2015, the Executive shall be entitled to promptly receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax

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imposed upon the Gross-Up Payment, but excluding any income taxes on the Payment, the Executive is in the same after-tax position as if no Excise Tax had been imposed upon the Executive; provided, however, that the Gross-Up Payment shall be made only to the extent that the total value of any payments or benefits received by the Executive under this Agreement or any other plan or agreement with the Company (“Benefits”) exceeds by 25 percent or more the dollar amount that is three times the Executive’s “base amount” (as defined in Section 280G of the Code).  If the total value of Benefits exceeds by less than 25 percent the dollar amount that is three times the Executive’s “base amount,” then no Gross-Up Payment shall be made and Benefits shall be capped at the amount that is $1 less than three times the Executive’s “base amount.”

(ii)            If the Payment is the result of a Change in Control occurring on or after May 1, 2015, no Gross-Up Payment shall be made and the Executive shall be entitled to have the Benefits either (A) paid or delivered in full, or (B) capped at the amount that is $1 less than three times the Executive’s “base amount,” whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account applicable taxes, including federal, state and local income taxes and the Excise Tax).

Any reduction of Benefits required by subsection (i) or (ii) above shall be carried out by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the Benefits (on the basis of the relative present value of the parachute payments).

3.                 Agreement Remains in Effect .  Except as modified by this Amendment, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

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