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EXHIBIT 4.8
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ATRION CORPORATION
1997 STOCK INCENTIVE PLAN
AWARD AGREEMENT FOR RESTRICTED STOCK
THIS AWARD AGREEMENT (the "Agreement") is made and entered into
effective as of the ____ day of __________________ 199__, by and between Atrion
Corporation, a Delaware corporation (the "Company"), and _________________, an
employee of the Company or of a Subsidiary (the "Participant"), pursuant to the
Atrion Corporation 1997 Stock Incentive Plan, as it may be amended and restated
from time to time (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings set forth in the Plan.
W I T N E S S E T H:
WHEREAS, the Participant is an employee of the Company or a Subsidiary
and has been designated as a Key Employee by the Committee; and
WHEREAS, the Committee has granted, subject to the execution of this
Agreement, and the Participant desires to receive, an Award pursuant to the
Plan.
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:
(a) Subject to the execution of this Agreement, the Company has granted
to the Participant an Award in the form of the number of Shares of Restricted
Stock as is set forth on Exhibit A attached hereto from the authorized and
unissued Common Stock of the Company, or from the treasury stock of the Company,
at and for the purchase price set forth on Exhibit A attached hereto.
(b) The Period of Restriction with respect to the Shares of Restricted
Stock shall be as set forth on Exhibit A attached hereto. During the Period of
Restriction, and except as otherwise set forth herein, the Restricted Stock
subject to the Period of Restriction may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated by the Participant. Except as
otherwise provided herein, or as otherwise required by law, the Shares of
Restricted Stock shall become freely transferable by the Participant after the
last day of the Period of Restriction to which such Shares are subject.
(c) During the Period of Restriction, (i) the Participant may exercise
full voting rights with respect to the Shares of Restricted Stock (ii) the
Participant shall be entitled to receive cash dividends paid with respect to the
Shares of Restricted Stock and (iii) the Participant shall be credited with and
entitled to receive stock dividends paid with respect to the Shares of
Restricted Stock; provided, however that such stock dividends shall be subject
to the same restrictions and vesting period as the Shares of Restricted Stock
with respect to which they were paid.
(d) (a) In the event the employment of the Participant shall be
terminated (i) by reason of death or disability prior to the expiration of the
Period of Restriction or (ii) by the Company without cause,
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then the Period of Restriction shall lapse on the day immediately following
Participant's last day of employment with the Company.
(b) If, at any time prior to the expiration of the Period of
Restriction, (i) Participant terminates his employment with the Company, other
than by reason of death or disability; or (ii) the Company terminates the
employment of the Participant for cause, the Restricted Stock subject to the
Period of Restriction shall be forfeited. Concurrently with the execution of
this Agreement, Participant is executing and delivering to the Company stock
powers endorsed in blank for the Company to effect the transfer of ownership to
the Company of the forfeited Shares of Restricted Stock.
(c) For purposes of this Agreement, "cause" shall be defined as a
good faith determination by the Committee that the Participant has been (i)
guilty of willful misconduct or dishonesty or (ii) derelict in, or guilty of a
breach or gross neglect of, Participant's duty to the Company.
(e) (a) The Company will retain in its possession the stock certificate
or certificates evidencing the Shares of Restricted Stock registered in the name
of the Participant until such time as all conditions and restrictions applicable
to such Shares have been satisfied. Upon the expiration of the Period of
Restriction with respect to any of the Shares of Restricted Stock, the Company
will deliver to Participant the stock certificate or certificates therefor.
(b) Participant hereby consents to the placement on the certificate
or certificates evidencing the Shares of Restricted Stock of a restrictive
legend substantially to the following effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AS MORE FULLY SET FORTH IN THE AWARD AGREEMENT FOR
RESTRICTED STOCK DATED AS OF___________ BETWEEN THE CORPORATION
AND ___________.
Participant further consents to the placement on the certificate or certificates
evidencing the Shares of Restricted Stock of a legend substantially to the
following effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT RELATING TO THE SHARES OR AN OPINION OF THE
CORPORATION'S COUNSEL THAT REGISTRATION IS NOT REQUIRED.
(f) The Award is 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 thereto to the same extent and with the same
effect as if set forth fully herein.
(g) (a) Notwithstanding any provision of the Plan or of this Agreement
to the contrary, the Committee, in its sole and exclusive discretion, shall have
the power at any time to (i) accelerate the expiration or lapse of the Period of
Restriction or (ii) waive any restrictions of the Award of Restricted Stock
granted hereby.
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(b) In the event of a Change in Control, the Period of Restriction,
to the extent the same shall not have lapsed or expire, shall immediately and
completely lapse by virtue of the Change in Control.
(h) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, applied without giving effect to any
conflict-of-law principles. Any validity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
(i) This Agreement shall be binding upon and shall inure to the benefit
of each of the parties hereto and their respective executors, administrators,
personal representatives, legal representatives, heirs, and successors in
interest.
(j) 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.
(k) The Participant hereby represents and warrants to the Company as
follows:
(a) The Shares of Restricted Stock are being acquired for
investment and not for resale or with a view to the distribution thereof.
(b) The Participant (i) acknowledges his understanding of the risks
inherent in an investment of the nature of the Shares of Restricted Stock; (ii)
has adequate means of providing for his current needs and personal contingencies
and has no need for liquidity with respect to his ownership of the Shares of
Restricted Stock; and (iii) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Shares of Restricted Stock.
(c) Participant acknowledges that the Shares of Restricted Stock
have not been registered under the Securities Act of 1933, as amended, or any
state securities laws and, therefore, cannot be resold, pledged, assigned or
otherwise disposed of unless subsequently registered under the Securities Act
and the applicable securities laws of certain states, or unless an exemption
therefrom is available.
(l) The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising as a result of the Award or receipt of the Shares of
Restricted Stock. With respect to withholding which may be required, the
Participant may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date as of which the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. In the event Participant desires to make an election with
respect to the Shares of Restricted Stock under Section 83(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), Participant will timely make such
election in accordance with the rules and regulations of the Code and promptly
notify the Company thereof. All such elections 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.
(m) This Agreement shall not be deemed to confer upon Participant any
right to continue Participant's employment by the Company, and the Company may
terminate such employment at any time for any reason, subject to the provisions
of any applicable employment agreement.
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IN WITNESS WHEREOF, the Company and the Participant have executed and
delivered this Agreement as of the day and year first written above.
ATRION CORPORATION
By:
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Name:
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Title:
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PARTICIPANT
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Name:
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EXHIBIT A
TO
AWARD AGREEMENT
Participant:
Date:
Purchase Price Pursuant to
Paragraph 1 of the Award
Agreement: $
Period of Restriction:
No. of Date Period of
Shares Restriction Expires
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