MATRITECH, INC. Amended Restricted Stock Award Agreement
EXHIBIT
10.2
MATRITECH, INC.
Amended
Restricted Stock Award Agreement
Matritech,
Inc. (the “Company”)
and
the undersigned employee (“Employee”) hereby enter into this Amended Restricted
Stock Award Agreement, which replaces and supersedes the original Restricted
Stock Award Agreement between the parties dated March 7, 2006.
The
Company grants to the Employee all right, title and interest in the record
and
beneficial ownership of the stated number of shares of the Company’s Common
Stock, par value $0.01, subject to the vesting provisions and other terms
and
conditions contained in this Amended Restricted Stock Award Agreement (the
“Agreement”)
and in
the Company’s 2002 Stock Option and Incentive Plan (the “Plan”) pursuant to
which this award of restricted stock is made. The terms and conditions attached
hereto are also a part hereof.
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Name
of Employee:
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Date
of this restricted stock award:
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Number
of shares of the Company’s Common
Stock
subject to this restricted stock award
agreement
(“Shares”):
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Vesting
Start Date: one year anniversary of award
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| Vesting Schedule: | ||
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One year
from Award Date (33 and 1/3% of Shares):
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Two years
from Award Date (Additional 33 and 1/3% of
Shares):
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Three years
from Award Date (Final 33 and
1/3%
of Shares):
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All
vesting is dependent on the continuation of a Business Relationship
with
the
Company,
as provided herein.
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This
award of restricted stock satisfies in full all commitments that the Company
has
to the Employee with respect to the issuance of stock, stock options or other
equity securities.
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Matritech,
Inc.
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____________________________________
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Signature
of Employee
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By:____________________________
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____________________________________
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Name
of Officer:
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Street
Address
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Title:
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____________________________________
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City/State/Zip
Code
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Matritech,
Inc.
Amended
Restricted Stock Award Agreement -- Incorporated Terms and
Conditions
1. Award
Under Plan.
This
award of restricted stock is made pursuant to and is governed by the Company’s
2002 Stock Option and Incentive Plan (the “Plan”)
and,
unless the context otherwise requires, terms used herein shall have the same
meaning as in the Plan. The Award is also made pursuant to and is subject
to the
terms and conditions of the Company’s Amended and Restated Management Bonus Plan
as of December 9, 2005 (the “Management Bonus Plan”).
2. Payment
of Par Value of Shares.
The
Employee, as a condition to this award of restricted stock, agrees to pay
to the
Company in cash, contemporaneously with the execution of this Agreement,
the par
value of the Shares of restricted stock. The Employee further agrees that
the
Company may, in the absence of receipt of cash from the Employee equal to
the
par value of the Shares, withhold from the Employee’s wages or other
remuneration the par value amount. The Company agrees, in the event of a
forfeiture of Shares of restricted stock under Section 6(a) hereof due to
termination of the Employee’s Business Relationship (as defined below) with the
Company, the Company will repay to the Employee an amount equal to the par
value
of the forfeited Shares.
3. Custody
of Restricted Stock.
Certificates representing the Shares of restricted stock awarded to the Employee
shall bear appropriate legends noting the restrictions applicable to the
Shares.
The original certificates shall be held by the Company until such time as
the
underlying Shares are no longer subject to the risk of forfeiture, retention
obligation and securities law restrictions contained in Sections 5, 6 and
8
hereof. The Employee will also provide the Company with a stock power endorsed
in blank. At such time as the shares are no longer subject to the risk of
forfeiture, retention obligation and securities law restrictions contained
in
Sections 5, 6 and 8 hereof, the Company will deliver to the Employee original
certificates without restrictive legends thereon.
4. Vesting
of Restricted Stock.
All
Shares subject to this Agreement are subject to a substantial risk of forfeiture
until such Shares have vested in the Employee in accordance with the terms
of
this Agreement. If the Employee has continuously maintained a Business
Relationship (as defined below) with the Company through the date(s) listed
on
the vesting schedule set forth on the cover page hereof, the portion of the
awarded Shares listed on the vesting schedule shall vest in the Employee
and no
longer be subject to forfeiture. “Business
Relationship”
means
service to the Company or its successor in the capacity of an employee, officer,
director or consultant. Notwithstanding the foregoing, the Board may, in
its
discretion, accelerate the date that any installment of this award vests.
5. Retention
Obligation; Restrictions after Vesting.
If the
Employee is an executive officer of the Company at the time of vesting of
any
portion of the restricted stock award, the Employee is obligated to retain
in
his/her ownership a minimum of fifty (50%) percent of the Shares of Common
Stock
of the Company acquired through this restricted stock award to the extent
that
the Employee does not then hold by himself/herself or through members of
his/her
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immediate
family a minimum of 50,000 shares of Common Stock of the Company or shares
of
Common Stock of the Company with a value of $50,000, whichever is the lower
standard; provided, however, that there shall be excluded from the retention
obligation any Shares the Employee sells to pay withholding taxes due in
connection with the deferred cash pay-out to the Employee under the Management
Bonus Plan and on account of the lapse of restrictions on the Shares of
restricted stock. Certificates representing the shares which remain subject
to
the retention obligation shall continue to be held by the Company until they
are
no longer subject to the retention obligation.
6. Termination
of Business Relationship.
(a) Termination.
Except
as provided in Section 7 hereof, if the Employee’s Business Relationship with
the Company ceases, voluntarily or involuntarily, with or without cause,
no
further installments of this award shall vest, and the Employee shall forfeit
all Shares subject to this restricted stock award not vested at the date
of such
termination of the Employee’s Business Relationship with the Company. Any
determination under this Agreement as to the status of a Business Relationship
or other matters referred to above shall be made in good faith by the Board
of
Directors of the Company.
(b) Employment
Status.
For
purposes hereof, with respect to employees of the Company, employment shall
not
be considered as having terminated during any leave
of
absence if such leave of absence has been approved in writing by the Company
and
if such written approval contractually obligates the Company to continue
the
employment of the Employee after the approved period of absence; in the event
of
such an approved leave of absence, vesting of this restricted stock award
shall
be suspended (and the period of the leave of absence shall be added to all
vesting dates) unless otherwise provided in the Company’s written approval of
the leave of absence. For purposes hereof, a termination of employment followed
by another Business Relationship shall be deemed a termination of the Business
Relationship with all vesting to cease unless the Company enters into a written
agreement related to such other Business Relationship in which it is
specifically stated that there is no termination of the Business Relationship
under this Agreement. This award shall not be affected by any change of
employment within or among the Company and its Subsidiaries so long as the
Employee continuously remains an employee of the Company or any
Subsidiary.
7. Death;
Disability.
(a) Death
or Disability.
If the
Employee ceases to maintain a Business Relationship with the Company by reason
of his/her disability or death, the Shares of restricted stock subject to
this
Agreement shall fully vest in the Employee (or in his/her estate in the event
of
his/her death) and the restrictions (except those contained in Section 8
hereof)
and substantial risk of forfeiture shall lapse. For purposes hereof,
“disability”
means
“permanent
and total disability”
as
defined in Section 22(e)(3) of the Internal Revenue Code.
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(b) Retirement
with Consent of the Company.
If the
Employee retires from his/her Business Relationship with the Company with
the
consent of the Company after the Employee has reached age 62, the shares
of
restricted stock subject to this Agreement shall fully vest in the Employee
and
the restrictions (except those contained in Section 8 hereof) and substantial
risk of forfeiture shall lapse.
(c) Change
of Control. In
the
event of an Acquisition (as defined herein) prior to the full vesting of
this
award, the vesting of the award shall be accelerated and the Shares of the
restricted stock subject to this Agreement shall fully vest in the Employee,
and
the restrictions (except those contained in Section 8 hereof) and substantial
risk of forfeiture shall lapse, at the moment immediately preceding the
consummation of the Acquisition. For purposes of this Plan, an “Acquisition”
shall
mean: (x) the sale of the Company by merger in which the shareholders of
the
Company in their capacity as such no longer own a majority of the outstanding
equity securities of the Company (or its successor); or (y) any sale of all
or
substantially all of the assets or capital stock of the Company (other than
in a
spin-off or similar transaction) or (z) any other acquisition of the business
of
the Company, as determined by the Board.
8. Securities
Laws Restrictions on Resale.
Until
registered under the Securities Act of 1933, as amended, or any successor
statute (the “Securities
Act”),
the
Shares will be illiquid and will be deemed to be “restricted securities” for
purposes of the Securities Act. Accordingly, such shares must be sold in
compliance with the registration requirements of the Securities Act or an
exemption therefrom and may need to be held indefinitely. Unless the Shares
have
been registered under the Securities Act, each certificate evidencing any
of the
Shares shall bear a restrictive legend specified by the Company.
9. Ownership
Rights.
Subject
to the restrictions set forth herein, the Employee is entitled to all voting
and
ownership rights applicable to the Shares, including the right to receive
any
dividends that may be paid on the shares, whether or not vested. Each dividend
payment will be made no later than the end of the calendar year in which
the
dividends are paid to shareholders of that class of stock or, if later, the
15th
day of
the third month following the date of the dividends are paid to shareholders
of
that class of stock.
10. Award
Not Transferable.
This
award is not transferable or assignable except by will or by the laws of
descent
and distribution.
11 No
Obligation to Continue Business Relationship.
Neither
the Plan, this Agreement, nor the restricted stock award imposes any obligation
on the Company to continue the Employee in employment or other Business
Relationship.
12. No
Severance or Termination Rights.
Awards
do not form part of an Employee’s contract of employment and do not entitle an
Employee to any benefit other than that granted under this Agreement. Any
benefits granted under this Agreement are not part of an Employee’s ordinary
salary, and shall not be considered as part of such salary for pension purposes
or in the event of severance, redundancy or resignation. If Employee’s
employment is terminated for whatever reason the Employee agrees that he/she
shall not be entitled by way of damages for
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breach
of
contract, dismissal or compensation for loss of office or otherwise to any
sum,
shares or other benefits to compensate for the loss or diminution in value
of
any actual or prospective right, benefits or expectation under or in relation
to
this Agreement.
13. Adjustments.
This
award is subject to adjustment, as is expressly provided in the Plan, with
respect to certain changes in the capitalization of the Company.
14. Withholding
Taxes.
If the
Company in its discretion determines that it is obligated to withhold any
tax in
connection with the vesting of any portion of the Shares or the release of
any
restrictions applicable to the Shares, the Employee hereby agrees that the
Company may withhold from the Employee’s wages or other remuneration the
appropriate amount of tax. At the discretion of the Company, the amount required
to be withheld may be withheld in cash from such wages or other remuneration
or
in kind from the Common Stock or other property otherwise deliverable to
the
Employee on vesting or lapse of restrictions on the Shares. The Employee
further
agrees that, if the Company does not withhold an amount from the Employee’s
wages or other remuneration sufficient to satisfy the withholding obligation
of
the Company, the Employee will make reimbursement on demand, in cash, for
the
amount underwithheld. The Employee further agrees to indemnify the Company
for
the Employee’s portion of any social insurance obligations or taxes arising
under any foreign law with respect to the grant of this restricted stock
award,
the vesting of the restricted stock or the sale or other disposition of the
restricted stock.
15. Provision
of Documentation to Employee.
By
signing this Agreement the Employee acknowledges receipt of a copy of this
Agreement and a copy of the Plan.
16. Transfer
of Data Waiver.
By
signing this Agreement the Employee acknowledges that in order to perform
its
requirements under this Award, the Company may process personal data and/or
sensitive personal data about the Employee. Such data includes, but is not
limited to, the information provided in this award package and any changes
thereto, other appropriate personal and financial data about the Employee,
and
information about the Employee’s participation in the Plan and shares acquired
under the Plan from time to time. The Employee hereby gives explicit consent
to
the Company to process any such personal data and/or sensitive personal data.
The Employee also gives explicit consent to the Company to transfer any such
personal data and/or sensitive personal data outside the country in which
the
Employee works and to the United States. The legal persons for whom the personal
data is intended include the Company and any of its subsidiaries, the outside
plan administrator as selected by the Company from time to time, and any
other
person that the Company may find in its administration of the Plan appropriate.
By signing this Agreement, the Employee acknowledges that s/he has been informed
of his/her right of access and correction to personal data by contacting
the
local Human Resources Representative. The Employee further acknowledges that
the
transfer of the information outlined here is important to the administration
of
the Plan and failure to consent to the transmission of such information may
limit or prohibit participation under the Plan.
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17. Miscellaneous.
(a) Notices.
All
notices hereunder shall be in writing and shall be deemed given when sent
by
mail, if to the Employee, to the address set forth above or at the address
shown
on the records of the Company, and if to the Company, to the Company’s principal
executive offices, attention of the Corporate Secretary.
(b) Entire
Agreement; Modification.
This
Agreement constitutes the entire agreement between the parties relative to
the
subject matter hereof, and supersedes all proposals, written or oral, and
all
other communications between the parties relating to the subject matter of
this
Agreement, including the original Restricted Stock Award Agreement dated
March
7, 2006. This Agreement may be modified, amended or rescinded only by a written
agreement executed by both parties.
(c) Fractional
Shares.
If,
because of the adjustment provisions contained in the Plan, the number of
shares
subject to this award includes a fraction of a share, such fraction shall
be
rounded down.
(d) Issuances
of Securities; Changes in Capital Structure.
Except
as expressly provided herein or in the Plan, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock
of
any class, shall affect, and no adjustment by reason thereof shall be made
with
respect to, the number of Shares subject to this award. If there shall be
any
change in the Common Stock of the Company through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination
or
exchange of shares, spin-off, split-up or other similar change in capitalization
or event, the restrictions contained in this Agreement shall apply with equal
force to additional and/or substitute securities, if any, received by the
Employee in exchange for, or by virtue of his/her ownership of, Shares, except
as otherwise determined by the Board.
(e) Severability.
The
invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision.
(f) Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, subject to the limitations set
forth in Section 10 hereof.
(g) Governing
Law.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of Delaware, without giving effect to the principles of the conflicts
of laws thereof.