EXHIBIT 4.3
THIRD WAVE TECHNOLOGIES, INC.
2000 STOCK PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
Unless otherwise defined herein, the terms defined in the Third Wave
Technologies, Inc. 2000 Stock Plan (the "Plan") shall have the same defined
meanings in this Restricted Stock Purchase Agreement (the "Agreement").
I. NOTICE OF GRANT
You have been granted the right to purchase shares of Common Stock
("Shares") of Third Wave Technologies, Inc. (the "Company"), subject to the
terms and conditions of the Plan and this Agreement, as follows:
Right to Purchase Granted To: ____________________________(the "Purchaser")
Date of Grant _____________________________________________
Type of Grant Restricted Stock Units ("RSUs")
Total Number of RSUs Purchasable _____________________________________________
Purchase Price per Share $.001
Total Purchase Price $____________________________________________
Vesting Schedule:
[Vesting Schedule to be inserted]
II. AGREEMENT
X. Xxxxx of Right to Purchase Restricted Stock Units.
The Plan Administrator of the Company hereby grants to the Purchaser
named in the Notice of Grant attached as Part I of this Agreement (the
"Purchaser") the right to purchase Shares, as set forth in the Notice of Grant,
at the purchase price per share set forth in the Notice
of Grant, subject to the terms and conditions of the Plan, which is herein
incorporated by reference. By accepting the RSUs, the Purchaser hereby accepts
the RSUs described in this Agreement, and agrees to be bound by the terms of the
Plan and this Agreement. The Purchaser hereby further agrees that all the
decisions and determinations of the Plan Administrator shall be final and
binding. Subject to 15(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Agreement,
the terms and conditions of the Plan shall prevail.
B. Purchase Price of Restricted Stock Units.
Purchaser will make payment for the Shares delivered upon vesting of
the RSUs based on the Purchase Price per Share as set forth in the Notice of
Grant. Payment can be made by check or payroll deduction. If Purchaser is an
Employee, Purchaser agrees, by signing this Agreement, to have the Purchase
Price deducted from his or her next paycheck at the time of vesting.
C. Restricted Stock Unit Account.
RSUs represent hypothetical shares of Company common stock on a
one-for-one basis, and are not actual shares of stock. The Company shall
establish and maintain a RSU account, as a bookkeeping account on its records,
for the Purchaser and shall record in such account the number of RSUs granted to
the Purchaser. No shares of stock shall be issued to the Purchaser at the time
the award is made, and the Purchaser shall not be, nor have any of the rights or
privileges of, a stockholder of the Company with respect to any RSUs recorded in
the account. The Purchaser shall not have the right to receive any dividends or
other distributions with respect to hypothetical shares of stock recorded in the
RSU account. The Purchaser shall not have any interest in any fund or specific
assets of the Company by reason of this award or the RSU account established for
the Purchaser.
D. Delivery of Shares.
When the RSUs vest (i.e., the restrictions have lapsed), the Company
will issue to the Purchaser, or the person entitled to receive them in the event
of the Purchaser's death, one Share for each vested RSU, subject to Purchaser's
paying the purchase price for the RSUs as described in Section B and Purchaser's
tax withholding obligations as described in Section E below; provided that in no
event shall payment be made later than March 15 of the calendar year following
the calendar year in which the RSUs vest. Neither the Purchaser, nor the person
entitled to receive delivery of the Shares in the event of the Purchaser's
death, shall have any of the rights and privileges of a stockholder with respect
to shares of Company common stock, until certificates for shares have been
issued or deposited into Purchaser's brokerage account.
The obligation of the Company to deliver Shares shall also be subject
to the condition that if at any time the Administrator shall determine in its
discretion that the listing, registration or qualification of the shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issue of Shares, the Shares may not be
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issued in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Administrator. The issuance of Shares to Purchaser
pursuant to this Agreement is subject to any applicable taxes and other laws or
regulations of the United States or of any state having jurisdiction thereof.
E. Taxes.
All obligations of the Company under this Agreement shall be subject
to the rights of the Company to withhold amounts required to be withheld for any
taxes, if applicable. The Purchaser may elect to satisfy any tax withholding
obligation by having Shares withheld up to an amount that does not exceed the
minimum applicable tax withholding or pay it in cash.
F. Termination of RSUs.
If the Purchaser ceases to be a Service Provider for any reason before
the RSUs vest, any unvested RSUs shall automatically terminate and shall be
forfeited as of the date the Purchaser ceases to be a Service Provider and the
Purchaser will have no future rights with respect to any unvested RSUs.
G. Data Privacy.
By entering into this Agreement, the Purchaser: (i) authorizes the
Company and any agent of the Company administering the Plan or providing Plan
recordkeeping services, to disclose to the Company such information and data as
the Company shall request in order to facilitate administration of the Plan;
(ii) waives any data privacy rights he or she may have with respect to such
information; and (iii) authorizes the Company to store and transmit such
information in electronic form.
H. Adjustments Upon Change in Capitalization, Dissolution, Merger or
Asset Sale.
The provisions in Section 13 of the Plan shall apply to the RSUs, and,
in the event of a change in capitalization of the Company, dissolution, merger
or asset sale, the Board may take such actions as it deems appropriate pursuant
to Section 13 of the Plan.
X. Xxxxx Subject to Plan Provisions.
This grant is made pursuant to the Plan, the terms of which are
incorporated herein by reference, and in all respects shall be interpreted in
accordance with the Plan. The grant and delivery of the RSUs are subject to
interpretations, regulations and determinations concerning the Plan established
from time to time by the Administrator in accordance with the provisions of the
Plan, including, but not limited to, provisions pertaining to (a) rights and
obligations with respect to withholding taxes, (b) the registration,
qualification or listing of the shares issued under the Plan, (c) changes in
capitalization of the Company and (d) other requirements of applicable law. The
Administrator shall have the authority to interpret and construe the RSUs
pursuant to the terms of the Plan, and the Purchaser agrees that the
Administrator's decisions shall be conclusive as to any questions arising
hereunder.
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J. Assignment and Transfers.
Except as the Administrator may otherwise permit pursuant to the Plan,
the rights and interests of the Purchaser under this Agreement may not be sold,
assigned, encumbered or otherwise transferred except, in the event of the death
of the Purchaser, by will or by the laws of descent and distribution. In the
event of any attempt by the Purchaser to alienate, assign, pledge, hypothecate,
or otherwise dispose of the RSUs or any right hereunder, except as provided for
in this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the RSUs by notice to the Purchaser, and the RSUs and all rights
hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company
and to the Company's parents, subsidiaries, and affiliates. This Agreement may
be assigned by the Company without the Purchaser's consent.
K. Applicable Law.
The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the
State of Wisconsin, without giving effect to the conflicts of laws provisions
thereof. In addition, to the extent any payment under this Agreement is deemed
to be deferred compensation subject to the requirements of section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), this Agreement shall be
administered so that such payments will be made in accordance with the
requirements of section 409A of the Code.
L. NO GUARANTEE OF CONTINUED SERVICE.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUS PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED AN RSU OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.
By your signature and the signature of the Company's representative
below, you accept the award of the RSUs described in this Agreement and you and
the Company agree that this RSU is granted under and governed by the terms and
conditions of the Plan and this Agreement. Purchaser has reviewed the Plan and
this Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully
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understands all provisions of the Plan and Agreement. Purchaser hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and this Agreement.
Purchaser further agrees to notify the Company upon any change in the residence
address indicated below.
PURCHASER: THIRD WAVE TECHNOLOGIES, INC.
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Signature [Insert Name]
President and Chief Executive Officer
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Print Name
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Residence Address
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