AMENDED AND RESTATED ATRION CORPORATION
Exhibit
10.1
Form of
Amended and Restated
AMENDED AND RESTATED
ATRION CORPORATION
2006 EQUITY INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement') is
made and entered into as of [DATE] by and between Atrion
Corporation, a Delaware corporation (the "Company"), and [NAME OF
PARTICIPANT] (the "Participant") pursuant to the Amended and
Restated Atrion Corporation 2006 Equity Incentive Plan, as it may
be further amended and restated from time to time (the "Plan").
Capitalized terms used but not defined herein shall have the same
meanings set forth in the Plan.
W I T
N E S S E T H:
WHEREAS,
pursuant to the Plan and subject to the execution of this
Agreement, the Committee has granted, and the Participant desires
to receive, an Award.
NOW,
THEREFORE, for and in consideration of the premises, the mutual
promises and covenants herein contained, and other good and
valuable consideration, the receipt, adequacy, and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree
as follows:
AWARD OF RESTRICTED STOCK. On the date specified on Exhibit
A attached hereto (the "Date of Award") but subject to the
execution of this Agreement, the Company awarded to the Participant
an Award (the "Award") in the form of the number of shares of
Restricted Common Stock (the "Shares") as is set forth on Exhibit A
from the authorized and unissued or treasury Common Stock at and
for the purchase price set forth on Exhibit A.
EFFECT OF PLAN. The Shares are in all respects subject to,
and shall be governed and determined by, the provisions of the Plan
(all of the terms of which are incorporated herein by reference)
and to any rules which might be adopted by the Board or the
Committee with respect to the Plan to the same extent and with the
same effect as if set forth fully herein. The Participant hereby
acknowledges that all decisions and determinations of the Committee
shall be final and binding on the Participant, the
Participant’s beneficiaries, and any other person having or
claiming an interest in the Shares.
RESTRICTIONS. The Shares which are not vested shall be
forfeited upon the Participant's Termination of Employment, except
as otherwise provided in an agreement between the Company and the
Participant or a Company plan covering the Participant. [The Shares
may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated until [NUMBER] years after the date the
Shares vest.]
RIGHTS PRIOR TO LAPSE OF RESTRICTIONS. During the period
prior to lapse of the restrictions, the Participant (a) may
exercise full voting rights with respect to the Shares, (b) shall
be entitled to receive cash dividends paid with respect to the
Shares and (c) shall be credited with and entitled to receive stock
dividends paid with respect to the Shares; provided, however, that
any such stock dividends shall be subject to the same restrictions
as the Shares.
ISSUANCE AND CUSTODY OF SHARES. The Shares shall be issued
in the Participant’s name in such manner as the Committee, in
its sole discretion, deems appropriate, including by book-entry or
direct registration (including transaction advices) or the issuance
of a stock certificate or certificates, which certificate or
certificates shall be held by the Secretary of the Company for the
Participant’s benefit until such time as such Shares are
forfeited to the Company or the restrictions applicable to the
Shares lapse. After the
restrictions lapse and following payment of the applicable
withholding taxes pursuant to Section 11 hereof, the Company shall
promptly cause such Shares (less any Shares withheld to pay taxes),
free of the restrictions and legends or notations to be delivered,
either by book-entry or direct registration (including transaction
advices) or in the form of a certificate or certificates evidencing
ownership of such Shares, registered in the Participant’s
name or in the names of the Participant’s beneficiary or
estate, as the case may be.
SECURITIES LAW RESTRICTIONS. Acceptance of this Agreement
shall be deemed to constitute the Participant's acknowledgement
that the Shares shall be subject to such restrictions and
conditions on any resale and on any other disposition as the
Company shall deem necessary under any applicable laws or
regulations or in light of any stock exchange
requirements.
LEGEND. In order to enforce the restrictions imposed on the
Shares, all certificates representing such Shares shall bear the
following legend:
THESE
SHARES ARE HELD SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED
ATRION CORPORATION 2006 EQUITY INCENTIVE PLAN (THE "PLAN") AND THE
RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE
PARTICIPANT AND SUCH SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE
WITH THE TERMS THEREOF. A COPY OF THE PLAN IS AVAILABLE AT THE
OFFICE OF THE COMPANY.
To the
extent that ownership of the Shares is evidenced by a book-entry
registration or direct registration (including transaction
advices), such registration shall be notated to evidence the
restrictions imposed on such Shares. Such legend or notation shall
be removed as the restrictions lapse with respect to such
Shares.
AUTHORITY OF COMMITTEE. Notwithstanding any provision of the
Plan or of this Award Agreement to the contrary, the Committee, in
its sole and exclusive discretion, shall have the power at any time
to (a) accelerate the vesting of the Shares and the lapse of the
restrictions or (b) waive any restrictions on the
Shares.
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TAX ELECTION. In the event the Participant desires to make
an election pursuant to Section 83(b) of the Code to be taxed
currently on any difference between the purchase price, if any, of
the Shares and their Fair Market Value on the date of the Award
(the “Election”), the Participant will notify the
Company in advance thereof and provide the Company with an executed
copy of the Election. Such Election shall be irrevocable, made in
writing, signed by the Participant, and subject to any restrictions
or limitations that the Committee, in its sole discretion, deems
appropriate. The Participant shall have full responsibility for
ensuring that the Election is timely filed with the Internal
Revenue Service.
NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this
Agreement shall give the Participant the right to continued
employment by the Company or by any Subsidiary or shall adversely
affect the right of the Company or any Subsidiary to terminate the
Participant's employment with or without cause at any time, subject
to the provisions of any applicable employment
agreement.
TAX WITHHOLDING.
Regardless
of any action the Company or the Subsidiary employing the
Participant takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other applicable
taxes (“Tax Items”) in connection with the Award, the
Participant hereby acknowledges and agrees that the ultimate
liability for all Tax Items legally due by the Participant is and
remains the responsibility of the Participant. Further, if the
Participant has become subject to tax in more than one jurisdiction
between the date of grant and the date of any relevant taxable or
tax withholding event, as applicable, the Participant acknowledges
that the Company or the Subsidiary employing the Participant may be
required to withhold or account for Tax Items in more than one
jurisdiction.
The
Participant acknowledges and agrees that the Company and the
Subsidiary employing the Participant: (i) make no representations
or undertakings regarding the treatment of any Tax Items in
connection with any aspect of the Award, including, but not limited
to, the award or vesting of the Shares, the subsequent sale of
Shares and the receipt of any dividends; and (ii) does not commit
to structure the terms of the Award or any aspect of the Award to
reduce or eliminate the Participant’s liability for Tax
Items.
Prior
to the earlier of (i) the vesting of the Shares and (ii) an
Election, the Participant must pay or make adequate arrangements
satisfactory to the Company or the Subsidiary employing the
Participant to satisfy all withholding obligations for Tax Items of
the Company or the Subsidiary employing the Participant arising
from vesting of the Shares or such Election. In this regard, in
lieu of all or any part of a cash payment, the Participant may
elect to satisfy all or part of the withholding obligations for Tax
Items by (i) having the
Company withhold a portion of the Shares to be delivered or
(ii) delivering shares of Common Stock already owned by the
Participant, duly endorsed for transfer, to the Company, in each
case with a Fair Market Value equal to the amount of the
withholding obligations to be satisfied in such manner. The Company
or the Subsidiary employing the Participant will remit the total
amount paid or withheld for Tax Items to the appropriate tax
authorities.
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SECTION 409A. This
Agreement is intended to comply with Section 409A of the Code and
shall be construed and interpreted in a manner that is consistent
with the requirements for avoiding additional taxes and penalties
under Section 409A of the Code. Notwithstanding the foregoing, the
Company makes no representation that the payments and benefits
provided hereunder comply with Section 409A of the Code, and in no
event shall the Company be liable for all or any portion of any
taxes, penalties, interest or other expenses that may be incurred
by the Participant on account of non-compliance with Section 409A
of the Code.
COUNTERPART EXECUTION. This Agreement may be executed in any
number of counterparts, each of which shall be considered an
original, and such counterparts shall, together, constitute and be
one and the same instrument.
MISCELLANEOUS.
The
Participant's rights under this Agreement can be modified,
suspended or canceled only in accordance with the terms of the
Plan. This Agreement may not be changed orally, but may be changed
only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is
sought.
The
invalidity or unenforceability of any provision hereof shall in no
way affect the validity of enforceability of any other provision of
this Agreement.
This
Agreement shall bind the parties, their respective heirs,
executors, administrators, successors and assigns. Nothing
contained herein shall be construed as an authorization or right of
any party to assign their respective rights or obligations
hereunder and the Participant shall have no right to assign this
Agreement, and any such attempted assignment shall be ineffective.
This Agreement shall be binding upon the Company and its successors
and assigns.
This
Agreement shall be subject to the applicable provisions,
definitions, terms and conditions set forth in the Plan, all of
which are incorporated by this reference in this Agreement and the
terms of the Plan shall govern in the event of any inconsistency
between the Plan and this Agreement.
Any
notice required or permitted to be given to the Company hereunder
shall be in writing and addressed to the Secretary of the Company
at the Company’s principal office. Any notice required or
permitted to be given to the Participant shall be in writing and
addressed to the Participant at the Participant’s address as
shown in the records of the Company. Either party may designate
another address in writing from time to time. Notices hereunder
shall be deemed to have been given when deposited in the United
States mail, postage prepaid and sent by certified or registered
mail to the above addresses.
This
Agreement shall be interpreted and construed according to and
governed by the laws of the State of Texas.
[Signatures
appear on the following page.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
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EXHIBIT A
TO
AWARD AGREEMENT
Participant:
Date of
Award:
Number
of Shares of Restricted Common Stock:
Purchase
Price per Share: $
Vesting
Schedule:
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Number
of Shares
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Date
Shares
Vest
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