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Exhibit 4.19
NOVOSTE CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
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To: Xxxxx X. Xxxx
We are pleased to notify you that, by the determination of the
Stock Option and Compensation Committee of Novoste Corporation (the "Company"),
10,000 shares of common stock, $.01 par value per share (the "Restricted
Stock"), of the Company have this 8th day of February 1999 been awarded to you,
subject to the terms and conditions set forth below.
In consideration of the Company's entering into this
Restricted Stock Award Agreement (this "Agreement") and awarding to you the
shares of Restricted Stock provided for herein, you hereby agree with the
Company as follows:
1. Restricted Stock.
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During the period of time that any of the shares of Restricted
Stock are unvested as set forth below, the shares of Restricted Stock awarded to
you pursuant to this Agreement that shall not have vested shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, except by
will or the laws of descent and distribution or as provided in this Agreement.
Shares of Restricted Stock shall vest as follows:
(i) 25% of the total number of shares of Restricted Stock subject to this
Agreement on February 8, 2000;
(ii) 25% of the total number of shares of Restricted Stock subject to this
Agreement on February 8, 2001;
(iii) 25% of the total number of shares of Restricted Stock subject to this
Agreement on February 8, 2002; and
(iv) 25% of the total number of shares of Restricted Stock subject to this
Agreement on February 8, 2003;
provided, however, that on any such date, you are then employed by the Company.
Notwithstanding the foregoing, upon the occurrence of a Change
in Control (as such term is defined in the Company's Amended and Restated Stock
Option Plan) of the Company, so long as you are then employed by the Company,
all restrictions on the Restricted Stock set forth in this Section shall
immediately lapse.
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2. Termination of Employment.
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If you cease to be an employee of the Company you (or in the
event of your death, your legatee or legatees under your last will, or your
personal representatives or distributees) shall only retain ownership of those
shares of Restricted Stock that are vested and unrestricted in accordance with
Sections 1 and 2 hereof; at the time you cease to be so employed all remaining
unvested and restricted shares of Restricted Stock shall then be forfeited.
3. Stock Certificates.
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You hereby acknowledge that any certificates evidencing shares
of Restricted Stock of the Company issued pursuant to this Agreement shall bear
the following restrictive legends:
THE SHARES EVIDENCED 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 FOR THESE
SHARES OR AN OPINION OF THE CORPORATION'S COUNSEL THAT
REGISTRATION IS NOT REQUIRED.
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
RESTRICTIONS ON TRANSFER AND POTENTIAL FORFEITURE PURSUANT TO
THE PROVISIONS OF THE RESTRICTED STOCK AWARD AGREEMENT, DATED
FEBRUARY 8, 1999, BETWEEN THE COMPANY AND XXXXX X. XXXX, WHICH
IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF
NOVOSTE CORPORATION.
4. Rights with Respect to Shares.
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The undersigned shall have, after issuance of certificates for
the number of shares of Restricted Stock awarded, ownership of all such shares,
including the right to vote the same and to receive dividends or other
distributions made or paid with respect to such Restricted Stock, subject,
however, to the restrictions imposed thereon pursuant to this Agreement.
5. Governing Law.
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This Agreement shall be construed in accordance with, and any
dispute arising in connection herewith shall be governed by, the internal laws
of the State of Florida.
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6. Amendments.
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This Agreement may not be amended, modified or terminated
except by a writing signed by the Company and you.
Sincerely yours,
NOVOSTE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chief Executive Officer
Agreed to, acknowledged and accepted this
8th day of February, 1999.
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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