ANGIODYNAMICS, INC RESTRICTED STOCK AGREEMENT
Exhibit 10.4
ANGIODYNAMICS,
INC
This
sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”) entered
into and effective as of January 19, 2009 (“Effective Date”), by and between
AngioDynamics, Inc. (“Company”), and Xxx Xxxxxxxx, an employee of the Company
(“Grantee”).
TERMS
1. Restricted Stock
Grant. Subject to the terms and conditions of this Agreement,
the Company hereby grants to the Grantee, and the Grantee accepts, 90,000 shares
of common stock of the Company (“Restricted Stock”).
2. Restrictions.
a. The
shares of Restricted Stock are awarded to the Grantee on the condition that the
Grantee become and remain an employee of the Company, or any parent or
subsidiary of the Company, during the “Forfeiture Period,” which shall begin on
the date Grantee commences employment with the Company (the “Effective Date”)
and shall expire in the manner described below.
b. The
Forfeiture Period for the shares of Restricted Stock awarded pursuant to this
Agreement shall expire in respect to 25 percent of the number of shares set
forth in paragraph 1 as of the first anniversary of Effective Date.
c. The
Forfeiture Period for the shares of Restricted Stock awarded pursuant to this
Agreement shall expire in respect to an additional 25 percent of the number of
shares set forth in paragraph 1 as of the second anniversary of the Effective
Date.
d. The
Forfeiture Period for the shares of Restricted Stock awarded pursuant to this
Agreement shall expire in respect to an additional 25 percent of the number of
shares set forth in paragraph 1 as of the third anniversary of the Effective
Date.
e. The
Forfeiture Period for the shares of Restricted Stock awarded pursuant to this
Agreement shall expire in respect to the remaining 25 percent of the number of
shares set forth in paragraph 1 as of the fourth anniversary of the Effective
Date.
f. Notwithstanding
the foregoing of this paragraph 2, the Forfeiture Period shall expire as to all
of the shares of the Restricted Stock in the event that a “Change in Control”,
as defined in the Company’s 2004 Stock and Incentive Award Plan, occurs while
the Grantee is employed by the Company.
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3. Termination. Except
as provided in paragraphs 3(a), (b) and (c) below, if the Grantee’s employment
with the Company (or any parent or subsidiary) terminates prior to the
expiration of the Forfeiture Period, the Grantee shall, on the date employment
terminates, forfeit and surrender to the Company the number of shares of
Restricted Stock with respect to which the Forfeiture Period is in effect on the
date employment terminates.
a. If
the Grantee dies, or terminates employment with the Company (or any parent or
subsidiary) because of disability, before the expiration of the Forfeiture
Period, the Forfeiture Period on the Restricted Stock granted pursuant to this
Agreement shall expire on the date of death, or on the date that employment
terminates because of disability, provided such date is not less than one year
subsequent to the Effective Date. If the date of death or disability
is within one year of the Effective Date, the Board of Directors of the Company,
in its sole discretion, may waive the Forfeiture Period as to any or all of the
Restricted Stock.
b. Notwithstanding
the forgoing, the Board of Directors of the Company shall have the authority at
any time to accelerate the time at which any or all or the restrictions set
forth in this Agreement with respect to any or all shares of the Restricted
Stock granted pursuant to under this Agreement shall expire.
4. Escrow. The
certificate(s) of Restricted Stock awarded to the Grantee shall be retained in
escrow by the Company (or its designee) until the expiration of the Forfeiture
Period, at which time(s) certificate(s) shall be delivered by the Company (or
its designee) to the Grantee. If shares of Restricted Stock are
forfeited, the applicable certificate(s) of Restricted Stock shall be canceled
of record.
5. Incidents of
Ownership. During the Forfeiture Period, the shares of
Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated,
or otherwise disposed of, and the Grantee agrees not to sell, exchange,
transfer, pledge or otherwise dispose of any of such shares, or attempt to do
so, during the Forfeiture Period. During the Forfeiture Period, the
Grantee shall have all other rights of a shareholder with respect to shares of
Restricted Stock, including the right to vote such shares at any meeting of
shareholders of common stock of the Company and the right to receive all
dividends paid with respect to such shares, subject, however, to the
restrictions set forth in this Agreement.
6. No Right To Continued
Employment. This Agreement shall not confer upon the Grantee
any right to continued employment with the Company (or any parent or subsidiary)
nor shall it interfere, in any way, with the right of the Company to modify the
Grantee’s compensation, duties, and responsibilities, or the Company’s authority
to terminate the Grantee’s employment.
7. Adjustments. In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Company may make
such
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adjustment
equitably required in the number and kind of shares of Restricted Stock issued
pursuant to this Agreement. Such adjustment shall be final and
binding on the Company and the Grantee.
8. Withholding. The
Company shall have the right to deduct any sums that federal, state or local tax
laws require to be withheld upon the grant of Restricted Stock or upon the
expiration of the Forfeiture Period. In the alternative, the Grantee
shall be required to pay to the Company for deposit with the appropriate taxing
authority, any amounts that federal, state or local tax laws require to be
withheld upon the grant of Restricted Stock or upon the expiration of the
Forfeiture Period.
9. Notices. All
notices and communications under this Agreement shall be in writing and shall be
given by personal delivery or by registered or certified mail, return receipt
requested, addressed to the residence of the Grantee and to the principal office
of the Company, or such other address as may be designated by the Company or the
Grantee. Notice shall be deemed given upon personal delivery or upon
receipt.
10. Successors and
Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the successors and assigns of the Company, and the heirs,
successors and assigns of the Grantee.
11. Governing
Law. This Agreement shall be construed in accordance with the
laws of the State of New York. The Grantee agrees to accept as
binding, conclusive and final all decisions and interpretations of the Board of
Directors Company with respect to any questions that may arise under this
Agreement.
12. Acknowledgments by
Grantee. The Grantee acknowledges that the Grantee has been
advised, and that the Grantee understands, that:
a. the
grant of Restricted Stock pursuant to this Agreement may be become subject to
applicable reporting, disclosure and holding period restrictions imposed by Rule
144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Exchange
Act (“Section 16”); and
b. shares
may become subject to Section 16(a) reporting requirements as well as the short
swing trading prohibition contained in Section 16(b) which precludes any profit
taking with respect to any stock transactions which occur within any six-month
period.
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The
Board of Directors of the Company has caused this Agreement to be executed by a
duly authorized officer of the Company, and the Grantee has executed this
Agreement, both as of the day and year first written above.
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ANGIODYNAMICS,
INC.
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By:
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Xxxxxxx
X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Chairman of the Board of Directors
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GRANTEE
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/s/
Xxx Xxxxxxxx
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Xxx
Xxxxxxxx
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