Exhibit A
Methode Electronics, Inc. 2026 Omnibus Incentive Plan
ARTICLE I
PLAN
1.1. Purpose. The Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “Plan”) is intended to provide a means through which the Company and its Affiliates may attract and retain qualified persons to serve as Employees or Directors of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to support the Company’s strategy or enhance the profitable growth of the Company and its Affiliates. Accordingly, the Company may grant to certain individuals Awards in the form of Incentive Options, Nonqualified Options, Restricted Stock Awards, Restricted Stock Units, Performance Grants, and SARs, subject to the terms of the Plan.
1.2. Effective Date of Plan. The Plan is effective upon the date of its adoption by the Board (the “Effective Date”), provided the Plan is approved by the Company’s stockholders at the Annual Meeting of Stockholders of the Company on or about September 16, 2026. No Award shall become effective under the Plan’s terms prior to such stockholder approval. Upon approval of this Plan by the stockholders of the Company, no further awards shall be granted under the Company’s 2022 Omnibus Incentive Plan. No further Awards may be granted under the Plan after June 10, 2036. The Plan shall remain in effect until all Awards have been exercised, vested, satisfied, forfeited, or expired.
ARTICLE II
DEFINITIONS
The words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower, or different meaning.
2.1. “Affiliate” of the Company means another corporation or other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company, including without limitation, all Subsidiaries.
2.2. “Award” means any Option, Restricted Stock Award, Restricted Stock Unit, Performance Grant, or SAR granted, whether singly, in combination, or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as may be established in order to fulfill the objectives of this Plan.
2.3. “Award Agreement” means the written or electronic agreement provided in connection with an Award setting forth the terms and conditions of the Award. Such Agreement may contain any other provisions that the Committee, in its sole discretion, shall deem advisable which are not inconsistent with the terms of the Plan.
2.4. “Award Date” means the date of grant of an Award.
2.5. “Board of Directors” or “Board” means the board of directors of the Company.
2.6. “Cause”, unless otherwise defined in a Participant’s Award Agreement, means:
(a) Participant’s conviction of, or plea of nolo contendere to, a felony other than a traffic violation;
(b) Participant’s commission of any act or acts of personal dishonesty intended to result in personal enrichment to Participant to the detriment of the Company;
(c) a failure to perform assigned duties, provided that such failure has continued for more than ten (10) days after the Board of Directors or the Chief Executive Officer of the Company has given written notice of such failure and of the Company’s intention to terminate Participant’s employment because of such failure;
(d) any willful misconduct by the Participant which affects the business reputation of the Company;
(e) breach in any material respect by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company or any of its Affiliates; or
(f) Participant’s violation of the Company’s Code of Conduct or any addendum thereto.
