MATRIA HEALTHCARE, INC. LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
MATRIA
HEALTHCARE, INC.
LONG-TERM
STOCK INCENTIVE PLAN
THIS
AGREEMENT,
entered
into as of the Grant Date (as defined in Section 1), by and between the
Participant and Matria Healthcare, Inc. (the “Company”);
WHEREAS,
the
Company maintains the Matria Healthcare, Inc. Long-Term Incentive Plan
(the
“Plan”), which is incorporated into and forms a part of this Agreement, and the
Participant has been selected by the committee administering the Plan (the
“Committee”) to receive a Restricted Stock Award under the Plan;
NOW,
THEREFORE, IT IS AGREED,
by and
between the Company and the Participant, as follows:
1. Terms
of Award
and Definitions.
The
following terms used in this Agreement shall have the meanings set forth
in this
Section 1:
(a) Date
of Termination.
The
Participant’s “Date of Termination” shall be the first day occurring on or after
the Grant Date on which the Participant is neither employed by the Company
or
any Affiliate, a director of the Company or any Affiliate, an independent
contractor performing services for the Company or any Affiliate nor providing
services as a consultant to the Company or any Affiliate; provided that
a
termination shall not be considered to have occurred while the Participant
is on
an approved leave of absence from the Company or any Affiliate.
(b) Designated
Beneficiary.
The
“Designated Beneficiary” shall be the beneficiary or beneficiaries designated by
the Participant in a writing filed with the Committee in such form and
at such
time as the Committee shall require.
(c) Grant
Date.
The
“Grant Date” is ______________________.
(d) Participant.
The
“Participant” is _________________________.
(e) Restricted
Period.
A
“Restricted Period” is each one year period beginning on the Grant Date and
ending on [the first, second and third anniversaries of the Grant
Date].
(f) Restricted
Stock.
The
number of shares of “Restricted Stock” awarded under this Agreement shall be
_______________ shares. Shares of “Restricted Stock” are shares of Stock granted
under this Agreement and are subject to the terms of this Agreement and
the
Plan.
Except
where the context clearly implies or indicates the contrary, a word, term,
or
phrase used in the Plan is similarly used in this Agreement. All other
capitalized terms shall have the meaning assigned to such terms in the
Plan.
2. Award.
The
Participant is hereby granted the number of shares of Restricted Stock
set forth
in Section 1.
3. Dividends
and Voting Rights.
The
Participant shall be entitled to receive any dividends paid with respect
to
shares of Restricted Stock that become payable during a Restricted Period;
provided, however, that no dividends shall be payable to or for the benefit
of
the Participant with respect to record dates occurring prior to the Grant
Date,
or with respect to record dates occurring on or after the date, if any,
on which
the Participant has forfeited the Restricted Stock. Any cash dividends
paid with
respect to Restricted Stock shall be paid in full to the Participant no
later
than the fifteenth (15th)
day of
the third month following the end of the calendar year for which such dividends
are credited. The Participant shall be entitled to vote the shares of Restricted
Stock during a Restricted Period to the same extent as would have been
applicable to the Participant if the Participant was then vested in the
shares;
provided, however, that the Participant shall not be entitled to vote the
shares
with respect to record dates for such voting rights arising prior to the
Grant
Date, or with respect to record dates occurring on or after the date, if
any, on
which the Participant has forfeited the Restricted Stock.
4. Deposit
of Shares of Restricted Stock.
Each
certificate issued in respect of shares of Restricted Stock granted under
this
Agreement shall be registered in the name of the Participant and shall
be
deposited in a bank designated by the Committee. The grant of Restricted
Stock
is conditioned upon the Participant endorsing in blank a stock power for
the
Restricted Stock.
5. Transfer
and Forfeiture of Shares.
(a) If
the
Participant’s Date of Termination (as defined above) does not occur during a
Restricted Period, then, at the end of such Restricted Period, the Participant
shall become vested in the shares of Restricted Stock, and shall own the
shares
free of all restrictions otherwise imposed by this Agreement. A certificate
reflecting the number of shares of Stock so vested shall be delivered to
the
Participant as soon as practicable after the end of such Restricted Period,
but
in any event no later than the fifteenth (15th)
day
following the end of the applicable Restricted Period. Notwithstanding
the
foregoing, in the event a Corporate Transaction, Subsidiary Disposition
or
Change in Control, as defined in the Plan, occurs on or prior to [the third
anniversary of the Grant Date] and prior to the Participant’s Date of
Termination, all of the Participant’s shares of Restricted Stock shall
immediately vest and become non-forfeitable; provided,
however, that in the event of a Corporate Transaction (other than a Corporate
Transaction described in Section 13(b)(iii) of the Plan or a Corporate
Transaction that also constitutes a Change in Control) as to which the
Committee
determines that (x) the Restricted Stock will be replaced with comparable
Restricted Stock or (y) the Restricted Stock is replaced with a cash incentive
program that preserves the value of the Restricted Stock and provides for
subsequent payment in accordance with the applicable vesting schedule,
then the
vesting of the Restricted Stock shall only be accelerated to the extent
that the
Committee so determines in its sole discretion.
(b) Otherwise,
shares of Restricted Stock may not be sold, assigned, transferred, pledged
or
otherwise encumbered until the Participant is vested in the shares. Except
as
otherwise provided in this Section 5, if the Participant’s Date of Termination
occurs prior to the end of a Restricted Period, the Participant shall forfeit
any unvested Restricted Stock as of the Participant’s Date of
Termination.
6. Withholding.
Participant must make arrangements, satisfactory to the Company, for
satisfaction of any applicable foreign, federal, state or local withholding
requirements related to the receipt of Restricted Stock or the lapse of
restrictions thereon. If no alternative arrangements are made, the Company
may
withhold Restricted Stock to satisfy such withholding requirements.
7. Heirs
and Successors.
(a) This
Agreement shall be binding upon, and inure to the benefit of, the Company
and
the Participant and their respective successors and assigns.
(b) If
any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered, respectively,
at the
time of the Participant’s death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the
Plan.
(c) If
a
deceased Participant has failed to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have
been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the
estate
of the Participant.
(d) If
a
deceased Participant has designated a beneficiary but the Designated Beneficiary
dies before the Designated Beneficiary’s exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the
legal
representative of the estate of the Designated Beneficiary.
8. Substituted
or Additional Shares. If,
from
time to time during the term of this Agreement, there is any stock split-up,
stock dividend, stock distribution or other reclassification of the Company’s
Common Stock, any and all new, substituted or additional securities to
which the
Participant is entitled by reason of his or her ownership of the Restricted
Stock shall be immediately subject to the terms of this Agreement.
9. Administration.
The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have
all
powers with respect to this Agreement as it has with respect to the Plan.
Any
interpretation of the Agreement by the Committee and any decision made
by it
with respect to the Agreement is final and binding on all persons.
10. Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of
this
Agreement shall be subject to, and governed by, the terms of the Plan,
a copy of
which may be obtained by the Participant from the office of the Secretary
of the
Company; and this Agreement is subject to all interpretations, amendments,
rules
and regulations promulgated by the Committee from time to time pursuant
to the
Plan. In the event of any conflict between the terms of the Plan and this
Agreement, the terms of the Plan shall govern.
11. Amendment.
This
Agreement may be amended by written Agreement of the Participant and the
Company, without the consent of any other person.
12. No
Right to Continued Employment.
This
Restricted Stock Agreement does not confer upon the Participant the right
to
continued employment with the Company or any Affiliate, nor shall it interfere
with the right of the Company or an affiliate to terminate the Participant’s
employment at any time.
13. Charges,
Taxes and Expenses.
The
issuance of certificates for shares of Restricted Stock shall be made without
charge to the Participant for any transfer tax or other such expense imposed
or
incurred with respect to the issuance of such certificates, all of which
taxes
and expenses shall be paid by the Company.
14. Governing
Law. This
Agreement shall be governed by the laws of the State of Delaware.
IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be executed in its name and on its
behalf
as of the Grant Date.
MATRIA
HEALTHCARE, INC.
By:
_________________________________
Its:__________________________________
