SHARPS COMPLIANCE CORP. RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT is made as of this 27th day of October 2008, by and between Sharps
Compliance Corp., a Delaware corporation (the “Company”), and Xxxx X. Grow
(“Grow”).
The
Company, in conjunction with the execution of the Employment Agreement effective
October 27, 2008, hereby grants the following stock award to Grow, which award
shall have the terms and conditions set forth in this Agreement:
1.
Award
The
Company, effective as of the date of this Agreement, hereby grants to Grow
a
restricted stock award of 300,000 unregistered shares (the “Shares”) of common
stock, par value $.01 per share, of the Company (the “Common Stock”), subject to
the terms and conditions set forth herein. This award is not granted under
the
Company’s 1993 Stock Plan and the corresponding shares have not been registered
with the Securities and Exchange Commission.
2.
Vesting
Subject
to the terms and condition of this Agreement, the Shares shall vest as
follows: 50,000 of the Shares shall vest on March 1, 2009 and 12,500 of
the Shares shall vest on the 1st
day of
each month for twenty (20) months beginning April 2009, if, and only if, Grow
remains an employee of the Company from the date hereof until each respective
vesting date. Vesting of the Shares shall be accelerated to an earlier
date in the event of a Change in Control of Company (as defined in the attached
Exhibit A), and provided that Grow remains as an employee of the Company until
the effective date of such Change in Control; all unvested Shares granted under
this Agreement shall become immediately vested on the effective date of the
Change in Control;
3.
Restriction
on Transfer
Until
the
Shares vest pursuant to Section 2 hereof, none of the Shares may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered, and no attempt to transfer the Shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to the Shares.
4.
Forfeiture
If
Grow
ceases to be an employee of the Company prior to the vesting of the Shares
pursuant to Section 2 hereof, Grow’s rights to the unvested portion of the
Shares shall be immediately and irrevocably forfeited.
5.
Issuance
and Custody of Certificate
After
any
Shares vest pursuant to Section 2 hereof, the Company shall cause to be issued
a
certificate or certificates evidencing such vested Shares, with such
certificates including an appropriate legend, determined by the Company’s
transfer agent, reflecting the unregistered and restricted nature of such
shares.
6.
Distributions
and Adjustments
(a)
If all or any portion of the Shares vest subsequent to any change in the number
or character of Shares of Common Stock (through stock dividend,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
of Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase Shares of Common Stock or other securities of the
Company or other similar corporate transaction or event affecting the Shares
such that an adjustment is determined by the Compensation Committee of the
Board
of Directors (the “Committee”) to be appropriate in order to prevent dilution or
enlargement of the interest represented by the Share, Grow shall then receive
upon such vesting the number and type of securities or other consideration
which
he would have received if the Shares had vested prior to the event changing
the
number or character of outstanding Shares of Common Stock.
(b)
Any additional Shares of Common Stock, any other securities of the Company
and
any other property (except for cash dividends) distributed with respect to
the
Shares prior to the date the Shares vest shall be subject to the same
restrictions, terms and conditions as the Shares. Any cash dividends
payable with respect to the Shares shall be distributed to Grow at the same
time
cash dividends are distributed to shareholders of the Company
generally.
(c)
Any additional Shares of Common Stock, any securities and any other property
(except for cash dividends) distributed with respect to the Shares prior to
the
date such Shares vest shall be promptly deposited with the Secretary or the
custodian designated by the Secretary to be held in custody in accordance with
Section 5(c) hereof.
7.
Taxes
(a)
In order to provide the Company with the opportunity to claim the benefit of
any
income tax deduction which may be available to it in connection with this
restricted stock award, and in order to comply with all applicable federal
or
state tax laws or regulations, the Company may take such action as it deems
appropriate to insure that, if necessary, all applicable federal or state income
and social security taxes are withheld or collected from Grow.
(b)
Should Grow elect, in accordance with Section 83(b) of the Internal Revenue
Code of 1986, as amended, to recognize ordinary income in the year of
acquisition of the Shares, the Company may require at the time of such election
an additional payment for withholding tax purposes (or, alternatively, proof
that such withholding taxes have been paid to the Internal Revenue Service)
based on the fair market value of such Shares as of the date of the acquisition
of such Shares by Grow.
This
Agreement shall be governed by and construed under the internal laws of the
State of Delaware, without regard for conflicts of laws principles
thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on
the day and year first above written.
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By:
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Xx.
Xxxxxx X. Xxxxx
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Its:
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Chairman
and Chief Executive Officer
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Employee
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By:
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Xxxx
X. Grow
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Exhibit
A
(i)
For purposes of this Agreement and this Exhibit A, a "Change in Control” of the
Company shall mean:
(a)
a Change in Control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
whether or not the Company is then subject to such reporting
requirement;
(b)
the public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the Exchange
Act) by the Company or any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) that such person has become the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company’s then outstanding securities, determined
in accordance with Rule 13d-3, excluding, however, any securities acquired
directly from the Company (other than an acquisition by virtue of the exercise
of a conversion privilege unless the security being so converted was itself
acquired directly from the Company); however, that for purposes of this clause
the term “person” shall not include the Company, any subsidiary of the Company
or any employee benefit plan of the Company or of any subsidiary of the Company
or any entity holding shares of Common Stock organized, appointed or established
for, or pursuant to the terms of, any such plan;
(c)
the Continuing Board of Directors cease to constitute a majority of the
Company’s Board of Directors;
(d)
consummation of a reorganization, merger or consolidation of, or a sale or
other
disposition of all or substantially all of the assets of, the Company (a
“Business Combination”), in each case, unless, following such Business
Combination, (A) all or substantially all of the persons who were the beneficial
owners of the Company’s outstanding voting securities immediately prior to such
Business Combination beneficially own voting securities of the corporation
resulting from such Business Combination having more than 50% of the combined
voting power of the outstanding voting securities of such resulting Corporation
and (B) at least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were
Continuing Directors at the time of the action of the Board
of Directors of the Company approving such Business Combination;
or
(e)
approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
(ii)
“Continuing Director” shall mean any person who is a member of the Board
of Directors of the Company, while such person is a member of the Board of
Directors, who is not an Acquiring Person (as defined below) or an Affiliate
or
Associate (as defined below) of an Acquiring Person, or a representative of
an
Acquiring Person or of any such Affiliate or Associate, and who (x) was a member
of the Board of Directors on the date of this Agreement as first written
above or (y) subsequently becomes a member of the Board of Directors, if
such person’s initial nomination for election or initial election to the
Board of Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this subparagraph (ii), “Acquiring
Person” shall mean any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) who or which, together with all Affiliates and
Associates of such person, is the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities
of
the Company representing 20% or more of the combined voting power of the
Company’s then outstanding securities, but shall not include the Company, any
subsidiary of the Company or any employee benefit plan of the Company or of
any
subsidiary of the Company or any entity holding shares of Common Stock
organized, appointed or established for, or pursuant to the terms of, any such
plan; and “Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.
