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SURMODICS, INC.
RESTRICTED STOCK AGREEMENT/_______________________
THIS AGREEMENT, made this _____ day of ______________, 19____, by and
between SURMODICS, INC., a Minnesota corporation (the "Company"), and
_________________________________________, (the "Employee").
WITNESSETH:
WHEREAS, the Company desires to keep personnel of experience and ability in
the employ of the Company and to provide a mechanism for additional compensation
to them dependent upon their continued employment with the Company and the
growth and profits of the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Employee hereby agree as follows:
1. GRANT OF BONUS SHARES. The Company hereby authorizes an award of
_______________________ (__________) shares of voting common stock of the
Company (the "Bonus Shares") at the times and subject to the terms and
conditions hereinafter contained. In the event of any increase or decrease in
the number of shares of the Company's voting common stock ("Common Stock")
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend or any other similar increase or decrease in the number of shares
of Common Stock effected without receipt of any consideration by the Company,
the number of Bonus Shares subject to this Agreement shall be equitably adjusted
by the Company to reflect such change; any additional shares of Common Stock
which become part of the Bonus Shares shall be subject to all of the
restrictions and conditions applicable to the Bonus Shares.
2. WAITING PERIOD/ISSUANCE OF STOCK. The Employee shall not be entitled
to any of the Bonus Shares unless the Employee is employed by the Company at the
end of the "Waiting Period", which shall be five years from the date of this
Agreement. If the Employee remains in the employ of the Company at the end of
the Waiting Period, the Company shall promptly thereafter issue to the Employee
a stock certificate representing the Bonus Shares. Upon such issuance, the
Employee shall have all of the rights of a shareholder with respect to such
shares, subject, however, to all of the restrictions and conditions set forth in
this Agreement. In aid of such restrictions, the Employee shall, immediately
upon receipt of the certificate(s) representing such shares, appropriately
endorse such certificate(s) in blank and deliver such certificate(s) to the
Company to be held by the Company as hereinafter provided.
3. RESTRICTION PERIOD. The "Restriction Period" shall be the five years
and seven months commencing on the date of this Agreement. During the
Restriction Period, any Bonus Shares which have been issued to the Employee as a
result of the expiration of the Waiting
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Period applicable thereto, shall be known as "Restricted Bonus Shares" and be
subject, during the Restriction Period, to the following restrictions:
a. The Restricted Bonus Shares may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of
voluntarily or involuntarily and any such attempted action
shall be void and ineffective.
Until the end of the Restriction Period, all Restricted Bonus Shares shall, at
the discretion of the Company, be imprinted with a legend stating the
restrictions imposed by this Agreement. At the end of the Restriction Period,
the Restricted Bonus Shares shall be free of the restrictions herein provided
and the Company shall issue and deliver to the Employee a certificate or
certificates representing such shares free of the legend described above, but
with any such legend as the Company customarily places on its Common Stock.
4. TERMINATION OF EMPLOYMENT. Termination of employment shall occur if
the Employee ceases to be an employee of the Company for any reason whatsoever
(including, without limitation, voluntary resignation, involuntary termination
with or without cause, death, disability, termination as a result of the
reorganization, sale or liquidation of the company). Upon any such any
termination of employment, the Employee's rights with respect to any Bonus
Shares for which the Waiting Period has not yet expired shall fully and
automatically lapse and terminate and Employee shall have no further rights
whatsoever with respect to that portion of the Bonus Shares. With respect to
that portion of the Bonus Shares for which the Waiting Period has expired such
that Restricted Bonus Shares have been issued, the Employee's rights and
obligations with respect thereto are described in the preceding paragraph. The
Employee acknowledges that there have been no promises or representations
concerning his or her continued employment and that such employment is and will
continue to be an "at will" relationship.
5. CONFIDENTIALITY. The Employee agrees to maintain in strict confidence
the terms of this Agreement and the issuance of shares which are the subject
matter of this Agreement until and unless the Employee receives prior written
consent to disclosure from the President of the Company.
6. MISCELLANEOUS.
a. The Employee acknowledges that he or she has no rights as a
shareholder with respect to any shares covered by this
Agreement until the date of issuance of a stock certificate
with respect thereto. No adjustment shall be made for
dividends, distributions, or other rights for which the
record date is prior to the date such stock certificate is
issued, except for the adjustment in shares as provided in
Paragraph 1 hereof.
b. The Company may require as a condition to the issuance of
any stock acquired pursuant to this Agreement that such
stock be acquired for only investment if, in the opinion of
counsel for the Company, such is required
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or deemed advisable under securities laws or any other
applicable law, regulation or rule of any government or
governmental agency. In this regard, if and when requested
by the Company, the Employee shall execute an investment
letter to the effect that the Employee is acquiring such
shares for investment purposes only and not with the
intention of making any distribution thereof.
c. It is understood that the shares of Common Stock subject to
this Agreement have not been registered under the Securities
Act of 1933, as amended, or any applicable Blue Sky laws, or
otherwise. It is further understood that the Company has no
obligation and will have no obligation to register the
shares of Common Stock subject to this Agreement.
d. The Company shall be entitled to withhold and deduct from
future wages of the Employee, or make other arrangements for
the collection of, all legally required amounts necessary to
satisfy any and all federal, state and local withholding and
employment-related tax requirements attributable to the
Bonus Shares (whether by lapse or restrictions or
otherwise), and shall be entitled to require the Employee to
remit the amount of any such tax obligations to the Company
before issuing any certificates relating to the Bonus
Shares. The Employee understands that he or she will
personally bear whatever income tax consequences may arise
from the execution of this Agreement, issuance of the Bonus
Shares, or the lapse of restrictions applicable thereto and
the Employee acknowledges that he or she has been given no
representations or warranties concerning the income tax
consequences thereof.
e. This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof and
supersedes all prior agreements, arrangements, and
communications, whether oral or written. No change to or
modification of this Agreement shall be valid unless it is
in writing and executed by the Company and Employee.
f. This Agreement shall inure to the benefit of the Company,
its successors and assigns, and shall be binding upon the
Employee (as well as his personal representatives,
successors, heirs and assigns); the Employee shall not
assign this Agreement or any rights herein.
g. This Agreement shall be construed under the laws of the
State of Minnesota.
h. Any notice required or permitted hereunder shall be in
writing and shall be deemed served when delivered personally
to the person or entity for whom intended or two days after
deposit in the United States mail, postage
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prepaid, addressed to the last known address of the person
or entity for whom intended.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement in the manner appropriate to each, as of the date and year first above
written.
SURMODICS, INC.
By:
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Its:
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