EXHIBIT 10.1
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RESTRICTED STOCK AGREEMENT
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The Compensation Committee (the "Committee") of the Board of
Directors of Chattem, Inc. ("Chattem") has selected Xxx Xxxxxx as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted Shares") in accordance with the following terms:
Administration: The Committee of the Board of Directors of
Chattem will administer the grant of
Restricted Shares.
Shares Subject to Grant: Chattem hereby awards the Recipient
Sixty-Nine Thousand (69,000) Restricted
Shares. Chattem shall instruct its transfer
agent to deliver a certificate to the
Recipient representing the Restricted
Shares as soon as reasonably practicable.
The certificate representing the Restricted
Shares shall include an appropriate legend
concerning the restrictions upon such
Restricted Shares.
Restrictions: The Restricted Shares shall be owned free
of restrictions with respect to Seventeen
Thousand Two Hundred Fifty (17,250) of the
Restricted Shares on the first anniversary
of this Agreement and an additional
Seventeen Thousand Two Hundred Fifty
(17,250) of such Restricted Shares shall be
owned free of restrictions, on a cumulative
basis, on each of the three (3) succeeding
anniversaries of this Agreement so that
four (4) years from the date of this
Agreement all Sixty-Nine Thousand (69,000)
of such Restricted Shares shall be owned
free of restrictions.
Transferability: The restricted portion of the Restricted
Shares are not transferable.
Termination of Employment: If prior to lapse of restrictions the
Recipient's employment has terminated for
any reason other than death, retirement,
disability or a Change in Control (as
defined in the Recipient's Employment
Agreement), then the portion of the
Restricted Shares that remain subject to
restrictions shall automatically be
forfeited to Chattem.
Death, Disability Upon the death or disability of the
or Change in Control: Recipient or a Change in Control, all of
the Restricted Shares shall immediately be
owned free of restrictions.
Taxes: The Recipient currently intends to make a
"Section 83(b) election" under the Internal
Revenue Code with respect to the Restricted
Shares, immediately triggering the payment
of ordinary income tax with respect to the
fair market value of the Restricted Shares
on the date hereof. Chattem shall reimburse
the Recipient on a "grossed up" basis for
the payment of federal income or any other
tax resulting from Recipient's making the
Section 83(b) election or receipt of the
Restricted Shares.
Plan: The Restricted Shares shall be issued under
Chattem's 2003 Stock Incentive Plan.
Section 16: It is intended that the Restricted
Shares be granted in compliance with the
provisions of Rule 16(b)(3) of the
Securities Exchange Act of 1934, as
amended.
This Restricted Stock Agreement is dated to be effective this
29th day of May, 2003.
Chattem, Inc.
By:_________________________________
Xxxx Xxxxxx
For the Compensation Committee
Recipient:
____________________________________
Xxx Xxxxxx
