EXHIBIT 10.1
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RESTRICTED STOCK AGREEMENT
The Compensation Committee (the "Committee") of the Board of
Directors of Chattem, Inc. ("Chattem") has selected ▇▇▇ ▇▇▇▇▇▇ as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted Shares") in accordance with the following terms:
Administration: The Committee of the Board of Directors of
Chattem will administer the grant of
Restricted Shares.
Shares Subject to Grant: Chattem hereby awards the Recipient
Twenty-Five Thousand (25,000) Restricted
Shares. Chattem shall instruct its transfer
agent to deliver a certificate to the
Recipient representing the Restricted Shares
as soon as reasonably practicable. The
certificate representing the Restricted
Shares shall include an appropriate legend
concerning the restrictions upon such
Restricted Shares.
Restrictions: The Restricted Shares shall be owned free of
restrictions with respect to Six Thousand
Two Hundred Fifty (6,250) of the Restricted
Shares on the first anniversary of this
Agreement and an additional Six Thousand Two
Hundred Fifty (6,250) of such Restricted
Shares shall be owned free of restrictions,
on a cumulative basis, on each of the three
(3) succeeding anniversaries of this
Agreement so that four (4) years from the
date of this Agreement all Twenty-Five
Thousand (25,000) of such Restricted Shares
shall be owned free of restrictions.
Transferability: The restricted portion of the Restricted
Shares are not transferable.
Termination of Employment: If prior to lapse of restrictions the
Recipient's employment has terminated for
any reason other than death, retirement,
disability or a Change in Control (as
defined in the Recipient's Employment
Agreement), then the portion of the
Restricted Shares that remain subject to
restrictions shall automatically be
forfeited to Chattem.
Death, Disability or Change in Upon the death or disability of the
Control Recipient or a Change in Control, all of the
Restricted Shares shall immediately be owned
free of restrictions.
Taxes: The Recipient currently intends to make a
"Section 83(b) election" under the Internal
Revenue Code with respect to the Restricted
Shares, immediately triggering the payment
of ordinary income tax with respect to the
fair market value of the Restricted Shares
on the date hereof. Chattem shall reimburse
the Recipient on a "grossed up" basis for
the payment of federal income or any other
tax resulting from Recipient's making the
Section 83(b) election or receipt of the
Restricted Shares.
Plan: Chattem intends to amend the terms of its
existing Non-Statutory Stock Option Plan -
2000 or create a new plan (the "Plan")
governing the award of the Restricted Shares
thereunder. However, such an amendment or
creation of a Plan shall not be a condition
precedent to the issuance of the Restricted
Shares, all of which have been validly
issued hereby.
Section 16: It is intended that the Restricted Shares be
granted in compliance with the provisions of
Rule 16(b)(3) of the Securities Exchange Act
of 1934, as amended.
This Restricted Stock Agreement is dated to be effective this 24th day of
April, 2001.
Chattem, Inc.
By:_________________________________
For the Compensation Committee
Recipient:__________________________
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