EXHIBIT 10.19
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RESTRICTED STOCK
AWARD AGREEMENT
1. Award
Subject to the terms and conditions of the Ampersand Medical
Corporation 1999 Equity Incentive Plan (the "Plan"), a copy of which has
been attached hereto, the Board of Directors of the company hereby grants
to Xxxxxx X. Xxxxxx, M.D. a restricted stock award of 50,000 shares of
common stock.
2. Grant Date
The grant date of the award is August 10, 1999.
3. Valuation
The Board has determined that the fair market value of the
award is $0.4063 per share representing a total value of $20,315.00 for the
50,000 shares granted.
4. Restrictions
One-third (16,666 shares) of the award shall vest on July 1,
2000; one-third (16,667 shares) of the award shall vest on July 1, 2001;
and the final one-third (16,666 shares) of the award shall vest on June 30,
2002. The Company shall retain the certificates representing the unvested
restricted shares and shall transfer to Xx. Xxxxxx certificates
representing the respective number of shares in accordance with the
aforementioned vesting schedule.
5. Transferability
Except as provided in Article 8 of the Plan, the shares of
stock granted hereunder may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated until the end of each applicable period
of restriction specified in Section 4 of this Award Agreement, or upon the
earlier occurrence or satisfaction of any other condition, as specified by
the Board in Section 7 of this Award Agreement Shares of restricted stock
shall become freely transferable, subject to registration requirements of
the Securities Act of 1933 (the "Act"), after the last day of the
applicable restriction period.
6. Registration
The restricted shares granted under this Award Agreement have
not been registered under the Act, as amended, or under the securities laws
of any state. The shares are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted under the
Act and applicable state securities laws pursuant to registration or
exemption therefrom. The Company will use its best efforts to file a
registration statement under the Act covering the granted shares as soon as
practicable, but in no case later then April 1, 2001.
7. Other Provisions
In the event that the Company is sold or undergoes a change in
control, as defined in Section 5 of the Consulting Agreement (the
"Consulting Agreement") between Ampersand Medical Corporation and Xxxxxx X.
Xxxxxx, M.D. effective as of July 1, 1999, at any time prior to the end of
the vesting periods specified in Section 4, all remaining unvested
restricted stock shall become fully vested. The Company will immediately
transfer the certificates representing such shares to Xx. Xxxxxx.
If the Consulting Agreement is terminated by the Company
without cause, as defined in the Consulting Agreement, all remaining
unvested restricted shares shall become fully vested. The Company will
immediately transfer the certificates representing such shares to Xx.
Xxxxxx.
SIGNATURES
_____________________________ 8/20/99 _______________________ 8/23/99
Ampersand Medical Corporation Date Xxxxxx X. Xxxxxx, M.D. Date
Xxxxxxx X. Xxxxxx
President By signing a copy of this
agreement, I acknowledge that I have read the Plan, and that I fully
understand all of my rights under the Plan, as well as all of the terms and
conditions, which may limit my eligibility to exercise this grant.
