SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLAN
Exhibit
10.44
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.
Award
of Stock.
The
Company hereby agrees to issue and sell to Holder, and Holder hereby agrees
to
acquire from the Company, ________ shares of the Company’s common stock (the
“Shares”) in exchange for the consideration set forth in Section 2.
2.
Consideration
for Award.
Holder
hereby agrees promptly to deliver to the Company in consideration for the award
of Shares [DESCRIBE STOCK OPTIONS GRANTS, DATES AND AMOUNTS] which are hereby
canceled and are hereafter null, void and of no further force or effect.
3.
Shares
Subject to the Plan.
This
Agreement, and the Shares issued to Holder hereunder, 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. As used herein, the term “Shares” refers to and includes the shares
issued to Holder pursuant to this Agreement, and to all securities received
in
addition thereto or in replacement thereof, pursuant to or in consequence of
any
stock dividend, stock split, recapitalization, merger, reorganization, exchange
of shares or other similar event.
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of the Company, this Agreement will immediately be rescinded and will be void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.
4.
Restrictions
as to the Shares.
Holder
understands that the Plan includes important terms and conditions that apply
to
this Agreement and to the Shares, including (without limitation) important
restrictions on the ability of Holder to transfer the Shares. 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.
4.1.
Escrow.
Pursuant
to Section 9(b) of the Plan, Holder will deliver the certificate(s) representing
the unvested Shares with a stock power executed by Holder and by Holder’s
spouse, if required, in blank, to the Secretary of the Company, to hold the
same
in escrow to facilitate the restrictions as to the Shares set forth in the
Plan.
4.2
Vesting.
All of
the Shares are unvested and will become vested for purposes of the Plan
according to the following schedule: (1) no portion of the Shares will be deemed
vested prior to the third anniversary of the date on which the Shares were
issued to the Holder (the “Issue Date”); (2) the Shares will become vested in
full on the third anniversary of the Issue Date. Notwithstanding the foregoing,
the Shares 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 year 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.
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4.3
Voting.
Except
as otherwise expressly provided in this Agreement, Holder will have all of
the
rights and privileges of a stockholder of the Company with respect to vested
and
unvested Shares, including the right to vote the vested and unvested Shares,
while the same are held in escrow.
4.4 Effect
of Prohibited Transfer.
Any
prohibited transfer of Shares 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.
4.5 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 Restricted Stock
Agreement and the Plan are adequately protected with respect to the Shares
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 Shares.
4.6
Lock-up. Until
the
earlier of (i) the three year anniversary of the Issue Date or (ii) such other
date as determined by the Committee, in its sole discretion, the Holder shall
not, without the prior written consent of the Company, directly or indirectly,
offer for sale, sell, pledge, contract to sell, hypothecate or otherwise dispose
of or transfer any of the Shares. The Holder agrees that the Company may, with
respect to the Shares, cause the transfer agent to note stop transfer
instructions on the transfer books and records of the transfer agent and legend
the certificates representing the Shares with a legend that gives notice of
this
lock-up arrangement.
5.
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.
6.
Specific
Performance.
It is
the intention of the parties that under those circumstances set forth herein
or
under the Plan in which the Company timely chooses to exercise its rights to
repurchase the Shares as provided for herein or therein, the Company will be
entitled to receive such Shares in order to have the same available for future
issuance without dilution of the holdings of other stockholders of the Company.
Holder and the Company hereby acknowledge and agree that money damages will
be
inadequate to compensate the Company and its stockholders if such a repurchase
is not completed as contemplated hereunder and that the Company shall, in such
case, be entitled to a decree of specific performance of the terms hereof or
to
an injunction restraining Holder (or Holder’s personal representative) from
violating this Agreement, in addition to any other remedies that may be
available to the Company at law or in equity.
7.
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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(signature) |
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Its:
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(address)
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