SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC. STOCK UNIT AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLAN
Exhibit
10.46
SPECIALIZED
HEALTH PRODUCTS INTERNATIONAL, INC.
UNDER
THE 2004 STOCK INCENTIVE PLAN
THIS
AGREEMENT (the “Agreement”) is made as of ________ __, 200__, between
Specialized Health Products International, Inc., a Delaware corporation (the
“Company”), and ________________ (“Holder”).
THE
PARTIES AGREE AS FOLLOWS:
1.
Grant
of Stock Units.
Subject
to the terms and conditions of this Agreement and of the Plan, the Company
hereby credits to a separate account maintained on the books of the Company
(the
“Account”) _______ stock units (the “Stock Units”). A Stock Unit is an award of
a right to receive, in cash or stock (as determined by the Committee) the market
value of one Share on the date(s) that Stock Units vest. On any date, the value
of each Stock Unit shall equal the fair market value of a share of the Company’s
$.02 par value common stock (“Stock”). For purposes of this Agreement, “fair
market value” shall be deemed to be the mean:
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(i)
If the Stock was traded on a stock exchange on the date in question,
then
the fair market value will be equal to the closing price reported
by the
applicable composite transactions report for the day preceding such
date;
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(ii)
If the Stock was traded over-the-counter on the date in question
and was
classified as a national market issue, then the fair market value
will be
equal to the last transaction price quoted by the NASDAQ system
for the
day preceding such date;
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(iii)
If the Stock was traded over-the-counter on the date in question
but was
not classified as a national market issue, then the fair market value
will
be equal to the average of the last reported representative bid and
asked
prices quoted by the NASDAQ system for the day preceding such date;
and
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(iv)
If none of the foregoing provisions is applicable, then the fair
market
value will be determined by the Board of Directors in good faith
on such
basis as it deems appropriate.
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2.
Stock
Units Subject to the Plan.
This
Agreement, and the Stock Units, will be subject to the terms and conditions
of
the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which is
attached hereto and incorporated by reference. Where the provisions of this
Agreement and of the Plan are inconsistent on any matter, this Agreement will
govern; and where this Agreement is silent on a matter provided for in the
Plan,
the Plan will govern. Capitalized terms not specifically defined in this
Agreement will have the meaning ascribed to them in the Plan.
The
Plan
was approved by the Company’s Board of Directors on September 15, 2004 and
became effective on that date, provided that the Plan is approved by the
stockholders of the Company (exclude the vote of Shares issued under the Plan)
within six (6) months after September 15, 2004. Notwithstanding any other
provision of this Agreement, if the Plan is not so approved by the stockholders
of the Company, this Agreement will immediately be rescinded and will be void
and any consideration given by the Holder in connection herewith shall be
returned to the Holder.
3.
Restrictions
as to the Stock Units.
Holder
understands that the Plan includes important terms and conditions that apply
to
this Agreement and to the Stock Units, including (without limitation) important
restrictions on the ability of Holder to transfer the Stock Units. Holder
acknowledges that he or she has read the Plan, agrees to be bound by its terms,
and makes each of the representations required to be made by Holder under
it.
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3.1
Vesting.
All of
the Stock Units are unvested and will become vested for purposes of the Plan
according to the following schedule: (1) no portion of the Stock Units will
be
deemed vested prior to the third anniversary of the date on which the Stock
Units were issued to the Holder (the “Issue Date”); (2) the Stock Units will
become vested in full on the third anniversary of the Issue Date.
Notwithstanding the foregoing, the Stock Units shall immediately vest in full
upon the happening either of the following events: (1) the Company receives
at
least three million five hundred thousand dollars ($3,500,000) in any single
fiscal quarter in connection with a license agreement, sale of a product line
and/or sale of technology which arrangements or agreements were not in effect
as
of the Issue Date or (2) there is a Change in Control.
3.2 Effect
of Prohibited Transfer.
Any
prohibited transfer of Stock Units is void and of no effect. Should such a
transfer purport to occur, the Company may refuse to carry out the transfer
on
its books, attempt to set aside the transfer, enforce any undertaking or right
under this Agreement or the Plan and/or exercise any other legal or equitable
remedy.
3.3 Required
Undertaking.
Any
transfer that would otherwise be permitted under the terms of this Plan is
prohibited unless the transferee executes such documents as the Company may
reasonably require to ensure that the Company’s rights under a Unit Stock
Agreement and the Plan are adequately protected with respect to the Stock Units
so transferred. Such documents may include, without limitation, an agreement
by
the transferee to be bound by all of the terms of the Plan and this Agreement,
as if the transferee were the original holder of such Stock Units.
4.
Employment
Status.
Nothing
contained herein or in the Plan will confer upon Holder any right with respect
to the continuation of Holder’s status as an employee, consultant, independent
contractor or director of the Company (or its subsidiaries) or interfere with
the right of the Company at any time to terminate Holder’s employment by or
service to the Company or to alter Holder’s rate of compensation in effect as of
the date of this Agreement.
5.
Miscellaneous.
This
Agreement (together with the Plan and any other agreement or other document
evidencing and Award) sets forth the complete agreement of the parties
concerning the subject matter hereof, superseding all prior agreements,
negotiations and understandings. This Agreement will be governed by the
substantive law of the State of Delaware and may be executed in
counterparts.
The
parties hereby have entered into this Agreement as of the date set forth
above.
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SPECIALIZED
HEALTH PRODUCTS INTERNATIONAL, INC.
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HOLDER
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Its:
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(address)
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