Exhibit 10.22
RESTRICTED STOCK AWARD AGREEMENT
Non-transferable
GRANT TO
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(the "Grantee")
by Xxxxx Respiratory Therapeutics, Inc. (the "Company") of
_______ shares of its common stock, $0.01 par value (the "Shares")
pursuant to and subject to the provisions of the Xxxxx Respiratory Therapeutics,
Inc. 2005 Incentive Plan and to the terms and conditions set forth on the
following page (the "Terms and Conditions"). By accepting the Shares, Grantee
shall be deemed to have agreed to the terms and conditions set forth in this
Agreement and the Plan.
Unless vesting is accelerated in accordance with the Plan or in the
discretion of the Committee, the Shares will vest (become non-forfeitable) in
accordance with the following schedule:
Continuous Employment
after Grant Date Percent of Shares Vested
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IN WITNESS WHEREOF, Xxxxx Respiratory Therapeutics, Inc., acting by and
through its duly authorized officers, has caused this Agreement to be executed
as of the Grant Date.
XXXXX RESPIRATORY THERAPEUTICS, INC.
By:
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Accepted by:
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Grant Date:
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TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee named on page
1 hereof ("Grantee"), subject to the restrictions and the other terms and
conditions set forth in the Plan and in this award agreement (this "Agreement"),
the number of shares indicated on page 1 hereof of the Company's $0.01 par value
common stock (the "Shares"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Plan.
2. Restrictions. The Shares are subject to each of the following
restrictions. "Restricted Shares" mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then expired or
terminated. Restricted Shares may not be sold, transferred, exchanged, assigned,
pledged, hypothecated or otherwise encumbered. If Grantee's employment with the
Company or any Affiliate terminates for any reason other than as set forth in
paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee's
right, title and interest in and to the Restricted Shares as of the date of
employment termination, and such Restricted Shares shall revert to the Company
immediately following the event of forfeiture. The restrictions imposed under
this Section shall apply to all shares of the Company's Stock or other
securities issued with respect to Restricted Shares hereunder in connection with
any merger, reorganization, consolidation, recapitalization, stock dividend or
other change in corporate structure affecting the Stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following (the
period prior to such expiration being referred to herein as the "Restricted
Period"):
(a) as to the percentages of the Shares specified on page 1 hereof,
on the respective dates specified on page 1 hereof; provided Grantee is then
still employed by the Company or a Affiliate; or
(b) as to all of the Shares, upon a Change in Control, if (i) the
Shares are not assumed by the surviving company or equitably converted or
substituted, or (ii) the Shares are assumed by the surviving company or
otherwise equitably converted or substituted in connection with a Change in
Control, and the Grantee's employment is terminated without Cause or, in some
cases, if the Grantee resigns for Good Reason, within two years after the Change
in Control.
4. Delivery of Shares. The Shares will be registered in the name of
Grantee as of the Grant Date and may be held by the Company during the
Restricted Period in certificated or uncertificated form. If a certificate for
Restricted Shares is issued during the Restricted Period, such certificate shall
be registered in the name of Grantee and shall bear a legend in substantially
the following form: "This certificate and the shares of stock represented hereby
are subject to the terms and conditions contained in a Restricted Stock
Agreement between the registered owner and Xxxxx Respiratory Therapeutics, Inc.
Release from such terms and conditions shall be made only in accordance with the
provisions of such Agreement, copies of which are on file in the offices of
Xxxxx Respiratory Therapeutics, Inc." Stock certificates for the Shares, without
the above legend, shall be delivered to Grantee or Grantee's designee upon
request of Grantee after the expiration of the Restricted Period, but delivery
may be postponed for such period as may be required for the Company with
reasonable diligence to comply, if deemed advisable by the Company, with
registration requirements under the Securities Act of 1933, listing requirements
of any stock exchange, and requirements under any other law or regulation
applicable to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares,
shall have full voting and dividend rights with respect to the Shares during and
after the Restricted Period. If Grantee forfeits any rights he may have under
this Agreement, Grantee shall no longer have any rights as a shareholder with
respect to the Restricted Shares or any interest therein and Grantee shall no
longer be entitled to receive dividends on such stock.
6. Changes in Capital Structure. The provisions of the Plan shall apply in
the case of a change in the capital structure of the Company. Without limiting
the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), a declaration of a dividend payable in Stock, or a combination or
consolidation of the outstanding Stock into a lesser number of shares, the
Shares then subject to this Agreement shall automatically be adjusted
proportionately.
7. No Right of Continued Employment. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any Affiliate to
terminate Grantee's employment at any time, nor confer upon Grantee any right to
continue employment.
8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may
make an election to be taxed upon such award under Section 83(b) of the Code. To
effect such election, Grantee may file an appropriate election with Internal
Revenue Service within thirty (30) days after award of the Shares and otherwise
in accordance with applicable Treasury Regulations. Grantee will, no later than
the date as of which any amount related to the Shares first becomes includable
in Grantee's gross income for federal income tax purposes, pay to the Company,
or make other arrangements satisfactory to the Committee regarding payment of,
any federal, state and local taxes of any kind required by law to be withheld
with respect to such amount. The obligations of the Company under this
Certificate will be conditional on such payment or arrangements, and the
Company, and, where applicable, its Affiliates will, to the extent permitted by
law, have the right to deduct any such taxes from the award or any payment of
any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate this Agreement
without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested on
the date of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.
11. Notice. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to:
Xxxxx Respiratory Therapeutics, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attn: Secretary
or any other address designated by the Company in a written notice to Optionee.
Notices to Optionee will be directed to the address of Optionee then currently
on file with the Company, or at any other address given by Optionee in a written
notice to the Company.
