RESTRICTED STOCK AWARD PURSUANT TO THE THERAGENICS CORPORATION
Exhibit
10.2
PURSUANT
TO THE THERAGENICS CORPORATION
2006
STOCK INCENTIVE PLAN
THIS AGREEMENT (sometimes referred to
as this “Award”) is made as of the Grant Date, by Theragenics Corporation (the
“Company”) to ____________ (the “Recipient”) subject to acceptance by the
Recipient.
Upon and subject to the Terms and
Conditions attached hereto and incorporated herein by reference as part of this
Agreement, the Company hereby awards as of the Grant Date to the Recipient a
Stock Award consisting the Restricted Shares (the “Restricted Stock
Grant”). Underlined and capitalized terms in items A through D below
shall have the meanings there ascribed to them.
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X.
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Xxxxx Date:
February 19,
2008
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B.
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Plan (under which
Restricted Stock Grant is granted): Theragenics Corporation 2006
Stock Incentive Plan.
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C.
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Restricted
Shares: ________ shares of the Company’s common stock (“Common
Stock”), subject to adjustment as provided in the attached Terms and
Conditions.
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D.
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Vesting
Schedule: The Restricted Shares shall vest in accordance
with Exhibit
1 hereto. The Restricted Shares which have become vested
pursuant to the Vesting Schedule are herein referred to as the “Vested
Restricted Shares.”
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| RECIPIENT | THERAGENICS CORPORATION | ||
| By: _________________________ | |||
| ____________________________ | |||
| [Signature] | Title: ________________________ |
TERMS
AND CONDITIONS TO THE
RESTRICTED
STOCK AGREEMENT
PURSUANT
TO THE THERAGENICS CORPORATION
2006
STOCK INCENTIVE PLAN
2
Transfer is
restricted
The
securities evidenced by this certificate are subject to restrictions on transfer
and forfeiture provisions which also apply to the transferee as set forth in a
restricted stock agreement dated february 19, 2008, a copy of which is available
from the Company.
(a) The
number and kind of Restricted Shares shall be proportionately adjusted for
nonreciprocal transactions between the Company and the holders of capital stock
of the Company that causes the per share value of the shares of Common Stock to
change, such as a stock dividend, stock split, spinoff, rights offering, or
recapitalization through a large, nonrecurring cash dividend (each, an “Equity
Restructuring”).
(b) In
the event of a merger, consolidation, extraordinary dividend, sale of
substantially all of the Company’s assets or other material change in the
capital structure of the Company, or a tender offer for shares of Common Stock,
or a Change in Control, that in each case is not an “Equity Restructuring,” the
Committee shall take such action to make such adjustments with respect to the
unvested Restricted Shares or the terms of this Award as the Committee, in its
sole discretion, determines in good faith is necessary or appropriate,
including, without limitation, adjusting the number and class of securities
subject to the unvested portion of the Award, substituting cash or other
securities, or other property to replace the unvested portion of the Award, or
removing of restrictions on unvested Restricted Shares. All
determinations and adjustments made by the Committee pursuant to this Section
6(b) will be final and binding on the Recipient. Any action taken by the
Committee need not treat all recipients of awards under the Plan
equally.
(c) The
existence of the Plan and this Award shall not affect in any way the right or
power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolidation of the Company, any issue of debt or equity securities having
preferences or priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or
proceeding.
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7. Governing
Laws. This Award shall be construed, administered and enforced
according to the laws of the State of Georgia; provided, however, no Restricted
Shares shall be issued except, in the reasonable judgment of the Committee, in
compliance with exemptions under applicable state securities laws of the state
in which Recipient resides, and/or any other applicable securities
laws.
4
“Cause” shall have the
meaning set forth in the employment agreement then in effect between the
Recipient and the Company or, if there is none, then Cause shall mean the
occurrence of any of the following events: (i) willful and continued
failure (other than such failure resulting from his incapacity during physical
or mental illness) by the Recipient to substantially perform his duties with the
Company or an Affiliate; (ii) conduct by the Recipient that amounts to willful
misconduct or gross negligence; (iii) any act by the Recipient of fraud,
misappropriation, dishonesty, embezzlement or similar conduct against the
Company or an Affiliate; (iv) commission by the Recipient of a felony or
any other crime involving dishonesty; or (v) illegal use by the Recipient
of alcohol or drugs.
“Change in Control”
means any one of the following events which occurs following the Grant
Date:
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(1) the acquisition
by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the“Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of voting securities of the
corporation where such acquisition causes such person to own thirty-five
percent (35%) or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this Subsection (1), the following
acquisitions shall not be deemed to result in a Change in
Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a transaction that complies
with clauses (i), (ii) and (iii) of Subsection (3) below; and provided,
further, that if any Person’s beneficial ownership of the Outstanding
Company Voting Securities reaches or exceeds thirty-five percent (35%) as
a result of a transaction described in clause (i) or (ii) above, and such
Person subsequently acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition shall be treated as
an acquisition that causes such Person to own thirty-five percent (35%) or
more of the Outstanding Company Voting Securities;
or
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(2) individuals who
as of the date hereof, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election
or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of
Directors; or
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(3) approval by the
shareholders of the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of
the Company (“Business Combination”) or, if consummation of such Business
Combination is subject, at the time of such approval by shareholders, to
the consent of any government or governmental agency, the obtaining of
such consent (either explicitly or implicitly by consummation); excluding,
however, such a Business Combination pursuant to which (i) all or
substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more
than sixty percent (60%) of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior
to such Business Combination of the Outstanding Company Voting Securities,
(ii) no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, thirty-five
percent (35%) or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination;
or
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(4) approval by the
shareholders of the Company of a complete liquidation or dissolution of
the Company.
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Notwithstanding
the foregoing, no Change in Control shall be deemed to have occurred for
purposes of this Agreement by reason of any actions or events in which the
Recipient participates in a capacity other than in his capacity as an employee
or director of the Company or an Affiliate.
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EXHIBIT
1
VESTING
SCHEDULE
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A.
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One-fourth
of the Restricted Shares shall become Vested Restricted Shares on each
anniversary of the Grant Date; provided the Recipient is continuously an
employee or director of the Company or an Affiliate from the Grant Date
through the applicable vesting
date.
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B.
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Notwithstanding
Section A above, all of the Restricted Shares shall become Vested
Restricted Shares upon the earlier of the following
events:
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1.
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the
date of the occurrence of a Change in Control;
or
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2.
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the
date of the Recipient’s retirement (i.e., voluntary resignation) upon or
after reaching age 65.
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C.
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Notwithstanding
Sections A and B above, upon the earliest of the following
events:
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1.
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the
date of the Recipient’s death;
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2.
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the
date of the Recipient’s Disability;
or
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3.
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the
date the Company terminates the Recipient’s employment or service without
Cause;
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the
Restricted Shares shall become Vested Restricted Shares in the same proportion
that the number of full days elapsed between the Grant Date and the date the
Recipient ceases to be an employee or director of the Company or an Affiliate
bears to the total number of days in the vesting period.
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D.
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Notwithstanding
any other provision of this Vesting Schedule, Restricted Shares which have
not become Vested Restricted Shares as of the date the Recipient ceases to
be an employee or director of the Company or an Affiliate shall be
forfeited.
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IRREVOCABLE
STOCK POWER
The
undersigned hereby assigns and transfers to Theragenics Corporation (the
“Company”), _________ shares of the Common Stock of the Company registered in
the name of the undersigned on the stock transfer records of the Company and
represented by Stock Certificate No. ____________________ of the Company; and
the undersigned does hereby irrevocably constitute and appoint Xxxx Xxxxxx,
his/her attorney-in-fact, to transfer the aforesaid shares on the books of the
Company, with full power of substitution; and the undersigned does hereby ratify
and confirm all that said attorney-in-fact lawfully shall do by virtue
hereof.
| Date: ______________________________ | Signed: ____________________________ | ||
| Print Name: _________________________ | |||
| IN THE PRESENCE OF: | |||
| (Print Name) | |||
| (Signature) | |||