STRATEGIC DIAGNOSTICS INC. RESTRICTED STOCK GRANT AGREEMENT
Exhibit
10.42
STRATEGIC
DIAGNOSTICS INC.
THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is dated as of ______,
20xx (the “Date of Grant”), by and between Strategic Diagnostics Inc., a
Delaware corporation (the “Company”), and ___________________ (the
“Grantee”).
RECITALS
WHEREAS, the Company desires to employ the Grantee
and the Grantee desires to become employed by the Company;
and
WHEREAS, the Board of Directors of the Company (the “Board”) has decided to
grant restricted stock to the Grantee in connection with his acceptance of
employment with the Company and as an inducement for the Grantee to promote the
best interests of the Company and its stockholders; and
WHEREAS, the Company maintains the Strategic Diagnostics Inc. 2000 Stock
Incentive Plan, as amended through May 12, 2009 (the “Plan”); and
WHEREAS, this restricted stock grant is made in accordance with the Plan
and subject to the terms and conditions set forth hereinafter and in the
Plan; and
WHEREAS, except as specifically indicated otherwise, all references in this
Agreement to the “Board” shall be deemed to refer to the Compensation
Committee.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual provisions
and covenants contained herein and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Grantee,
intending to be legally bound, hereby agree as follows:
1.
Restricted Stock
Grant. Subject to the terms and conditions of this Agreement,
the Company hereby grants to the Grantee _______ shares of the Company’s common
stock, par value $0.01 per share (the “Restricted Stock”), subject to the
restrictions set forth below. The Company acknowledges payment by the Grantee for the Restricted
Stock of $_______ in cash (representing par value of the shares at $0.01 per
share). Shares of Restricted Stock may not be transferred by
the Grantee or be subjected to any security interest until the shares have
become vested pursuant to Section 2 of this Agreement (such period is referred
to herein as the “Restriction Period”).
2. Vesting and Nonassignability
of Restricted Stock.
(a) The
shares of Restricted Stock shall become vested, and the restrictions described
in Sections 2(c) and 2(d) shall lapse in accordance with the following schedule,
if the Grantee continues to provide service to the Company from the Date of
Grant until the applicable vesting date:
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VESTING
DATE
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SHARES
VESTED
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(b) Notwithstanding
the provisions of Section 2(a) above, if a Change of Control (as defined in the
Plan) occurs during the Restriction Period, the restrictions and conditions on
the restricted stock shall immediately lapse and the shares shall become fully
vested.
(c) If
the Grantee’s employment with the Company terminates for any reason during the
Restriction Period (other than in connection with a Change in Control), this
Agreement shall immediately terminate and be of no further force and effect and
the non-vested Restricted Stock will be forfeited and be immediately returned to
the Company.
(d) During
the Restriction Period, the non-vested Restricted Stock may not be assigned,
transferred, pledged or otherwise disposed of by the Grantee. Any
attempt to assign, transfer, pledge or otherwise dispose of the shares contrary
to the provisions hereof, and the levy of any execution, attachment or similar
process upon the shares, shall be null, void and without effect.
3. Issuance of
Certificates.
(a) Stock
certificates representing the Restricted Stock may be issued by the Company and
held in escrow by the Company until the Restricted Stock vests, or the Company
may hold non-certificated shares until the Restricted Stock
vests. During the Restriction Period, the Grantee shall receive any
cash dividends with respect to the shares of Restricted Stock and may
participate in any distribution pursuant to a plan of dissolution or complete
liquidation of the Company. In the event of a dividend or
distribution payable in stock or other property or a reclassification, split up
or similar event during the Restriction Period, the shares or other property
issued or declared with respect to the non-vested shares of Restricted Stock
shall be subject to the same terms and conditions relating to vesting as the
shares to which they relate.
(b) When
the Grantee obtains a vested right to shares of Restricted Stock, a certificate
representing the vested shares shall be issued to the Grantee, free of the
restrictions under Section 2 of this Agreement.
(c) The
obligation of the Company to deliver shares upon the vesting of the Restricted
Stock shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate to comply with
relevant securities laws and regulations.
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4. Change of
Control. Except as otherwise provided in this Agreement, the
provisions of the Plan applicable to a Change of Control shall apply to the
Restricted Stock, and, in the event of a Change of Control, the Board may take
such actions as it deems appropriate.
5. Grant Subject to Board
Determinations. The Agreement is subject to interpretations,
regulations and determinations of the Board in accordance with the terms hereof,
including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the shares, (iii) changes in capitalization of the
Company, and (iv) other requirements of applicable law. The Board
shall have the authority to interpret and construe the Agreement and its
decisions shall be conclusive as to any questions arising
hereunder.
6. Withholding. The
Grantee shall be required to pay to the Company, or make other arrangements
satisfactory to the Company to provide for the payment of, any federal, state,
local or other taxes that the Company is required to withhold with respect to
the Restricted Stock. Subject to Board approval, the Grantee may
elect to satisfy any tax withholding obligation of the Company with respect to
the Restricted Stock by having shares withheld up to an amount that does not
exceed the minimum applicable withholding tax rate for federal (including FICA),
state, local and other tax liabilities.
7. Tax
Consequences. The Grantee has reviewed with the Grantee’s own
tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The
Grantee is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Grantee
understands that the Grantee (and not the Company) shall be responsible for the
Grantee’s own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement. The Grantee understands
that section 83 of the Code taxes as ordinary income the difference between the
amount paid for the Restricted Stock and the fair market value of the Restricted
Stock as of the date any restrictions on the Restricted Stock lapse pursuant to
Section 2 of this Agreement. The Grantee understands that the Grantee may elect
to be taxed at the time the Restricted Stock is granted rather than when and as
the vesting period expires by filing an election under section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days from the Date of
Grant. A memorandum describing the tax consequences under Code
section 83 and the form for making a Section 83(b) election is attached as Exhibit A
hereto.
THE GRANTEE ACKNOWLEDGES THAT IT IS THE
GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION
UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF.
8. No Service or Other
Rights. This Agreement shall not confer upon the Grantee any
right to be retained by or in the service of the Company and shall not interfere
in any way with the right of the Company to terminate the Grantee’s service at
any time. The right of the Company to terminate at will the Grantee’s
service at any time for any reason is specifically reserved.
9. Assignment by the
Company. The rights and protections of the
Company hereunder shall extend to any successors or assigns of the Company and
to the Company’s parents, subsidiaries, and affiliates. This
Agreement may be assigned by the Company without the Grantee’s
consent.
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10. Applicable
Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.
11. Notice. Any notice to the Company provided for in this
instrument shall be addressed to the Company in care of the Chief Financial
Officer at Strategic Diagnostics Inc., 000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, and
any notice to the Grantee shall be addressed to such Grantee at the current
address shown on the payroll of the Company, or to such other address as the
Grantee may designate to the Company in writing. Any notice shall be
delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal
Service.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
this instrument, and the Grantee has placed his signature hereon, effective as
of the day and year first set forth above
| STRATEGIC DIAGNOSTICS, INC. | |||
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By:
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| <COMPANY REPRESENTATIVE> | |||
| Strategic Diagnostics Inc. | |||
I hereby
accept the grant of the Restricted Stock described in this
Agreement. I have read the Strategic
Diagnostics, Inc. 2000 Stock Incentive Plan, as amended through May 12, 2009 and
I understand that the capitalized terms herein where indicated shall have the
same meaning as those terms have under the Plan. I hereby agree to be bound by
those terms and the terms of this Agreement and any determinations of the
Board with respect thereto.
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Grantee:
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Date:
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Address:
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5
MEMORANDUM
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| FROM: | Strategic Diagnostics Inc. |
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DATE:
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| RE: | Tax Consequences of Restricted Stock Grants |
This
memorandum summarizes the tax consequences of the restricted stock issued to you
by Strategic Diagnostics Inc. (the “Company”). As set forth in your
Restricted Stock Grant Agreement, you will become vested in the shares of
restricted stock, and the restrictions on such shares will lapse, over the
restriction period, if you remain in the employ of the Company.
The
federal income tax treatment of restricted stock under present tax law is
generally described below. Local and state tax authorities may also
tax the restricted stock. You are urged to consult
your personal tax advisor concerning the application of federal, state and local
tax laws to your restricted stock.
Generally,
you will be taxed on a grant of restricted stock when the stock ceases to be
subject to a substantial risk of forfeiture or becomes
transferable. At that time, you will recognize ordinary income equal
to the then fair market value of the shares, less any amount paid for the
shares.
However,
under Section 83(b) of the Internal Revenue Code, you may elect, at the time
restricted stock is granted, to recognize in income the fair market value of the
shares at the time they are granted (determined without regard to the effect of
any restrictions), less the amount paid for the shares. If you elect such
early taxation, you will not be taxed on the shares when they vest, even if the
fair market value of the shares at that time is higher than at the time the
restricted stock is granted. This election is referred to as a
“Section 83(b) election.” If you make a Section 83(b) election and
then forfeit the shares, you will not be entitled to any tax deduction or tax
refund on account of the forfeiture.
If you
decide to make a Section 83(b) election, the election must be filed with the
Internal Revenue Service within 30 days after the restricted stock is
granted. You may not revoke a Section 83(b)
election. You may use the attached form to make a Section 83(b)
election. You should file the completed form with the Internal
Revenue Service by sending it registered mail to the Internal Revenue Service
Center where you file your tax returns. You are also required to
attach a copy of the completed form with your income tax return for 20xx and
give a copy to the Company.
Section 83(b) Election
Form
This
election is being made under Section 83(b) of the Internal Revenue Code of 1986,
as amended, pursuant to Treasury Regulation Section 1.83-2.
(1)
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Name
of taxpayer making election:
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Address:
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Social
Security Number:
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Tax
Year for which election is being made:
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20xx
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(2) The
property with respect to which the election is being made: _________shares of
common stock of Strategic Diagnostics Inc. (the “Common Stock”).
(3) Date
the property was transferred: ________.
(4) Forfeiture
provision: The stock is subject to forfeiture to the Company if the taxpayer
ceases to provide service to the Company during the restriction
period. The restriction period lapses according to the following
schedule:
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VESTING
DATE
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SHARES
VESTED
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(5) The
fair market value at the time of the transfer of the Common Stock (determined
without regard to any restriction other than a restriction that by its terms
will never lapse) is $____ per share.
(6) The
amount paid for the Common Stock is $0.01 per share ($____ aggregate
consideration).
(7) A
copy of this statement has been furnished to the Company.
(8) This
statement is executed as of ______, 20xx.
____________________________
Taxpayer
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