Exhibit 10.1
DATASCOPE CORP.
2005 EQUITY INCENTIVE PLAN
RESTRICTED SHARES AWARD AGREEMENT
THIS RESTRICTED SHARES AWARD AGREEMENT (the "Agreement"),
dated as of [date] (the "Date of Grant"), is made by and between Datascope Corp.
(the "Company"), and [participant] (the "Participant").
WHEREAS, the Company has duly adopted the 2005 Equity
Incentive Plan (the "Plan");
WHEREAS, in accordance with the Plan, the Committee (as such
term is defined in the Plan) has adopted a resolution granting the Participant
an award under the Plan on the terms and conditions set forth in this Agreement
and in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. Restricted Shares Award.
(a) The Award. Subject to the provisions of this Agreement and
to the provisions of the Plan, the Company hereby agrees to grant to the
Participant, on the Date of Grant, [number of shares] shares of Common Stock,
par value $.01 (the "Restricted Shares" or the "Award"). The Award is subject to
the transfer and forfeiture restrictions described herein and in the Plan and
shall vest and become nonforfeitable in accordance with Section 2 hereof.
(b) Incorporation by Reference, Etc. The provisions of the
Plan are hereby incorporated herein by reference. Except as otherwise expressly
set forth herein, this Agreement shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth in the Plan.
2. Terms and Conditions.
(a) Payment of Par Value. The Participant on the date hereof
shall pay an amount of $.01 per Restricted Share to the Company. The Participant
hereby acknowledges and agrees that such amount shall not be repaid in the event
that the Award is forfeited pursuant to the provisions hereof.
(b) Vesting. Contingent upon the Participant's continued
employment with the Company or its Subsidiaries, the restrictions on the Award
shall lapse and the Award shall vest and become non-forfeitable on [vesting
date]. In addition, in the event of a Change in Control while the Participant is
employed by the Company or its Subsidiaries, the restrictions on the Award shall
lapse and the Award shall vest and become non-forfeitable.
When the Award becomes vested, the Company shall promptly
issue and deliver to the Participant, in exchange for the then issued stock
certificate, a new stock certificate registered in the name of the Participant
for such shares that are the subject of the Award without the legend set forth
in Section 3 hereof.
(c) Termination. If the Award has not vested as of the date of
the Participant's termination of employment with the Company or its
Subsidiaries, it shall be forfeited as of the date of such termination without
any further consideration being due or owing to the Participant in respect of
such Award. However, the Committee may, in its sole discretion, at any time
fully vest all or any portion of the Award.
3. Certificates.
The certificates evidencing the Restricted Shares, and a stock power
executed by the Participant in blank with respect hereto in the form annexed
hereto as Exhibit A, shall be deposited with an escrow agent designated by the
Committee, which may be the Company (the "Escrow Agent") until such time as
either (i) any such Restricted Shares are forfeited in accordance with Section 2
hereof, or (ii) the restrictions on any such Restricted Shares lapse in
accordance with Section 2 hereof, in which case any such shares shall be
delivered to the Participant in accordance with, and subject to the limitations
of, Section 4 hereof. The period during which any of the Restricted Shares are
held by the Escrow Agent in accordance with the preceding sentence is referred
to herein as the "Restricted Period" with respect to such Restricted Shares. The
Committee shall cause the Escrow Agent to issue to the Participant a receipt
evidencing the stock certificates held by the Escrow Agent registered in the
name of the Participant. Each such certificate shall bear the following legend
until the lapse of the Restricted Period with respect to the Restricted Shares
represented by such certificate:
Transfer of this certificate and the shares represented hereby
is restricted pursuant to the terms of the Datascope Corp. 2005 Equity
Incentive Plan and the Restricted Shares Award Agreement, effective
[date] between Datascope Corp. and the Participant. Copies of the
Agreement and Plan are on file at the offices of Datascope Corp.
4. Ownership Rights.
Subject to the restrictions set forth in this Agreement, from and after
the date that the restrictions lapse pursuant to Section 2 of this Agreement,
the Participant shall possess all incidents of ownership of the Restricted
Shares granted hereunder, including the right to receive dividends or
distributions in cash or in kind with respect to such Restricted Shares and the
right to vote such Restricted Shares. If any dividends or distributions are made
in-kind in respect of Restricted Shares prior to the lapse of the restrictions
relating to any Restricted Shares granted hereunder, any such dividends or
distributions made in respect of Restricted Shares as to which the restrictions
have not lapsed shall be paid to the Participant as and when, and if the
restrictions on such Restricted Shares lapse and such Restricted Shares become
vested and non-forfeitable. If any dividends or distributions are made in cash
in respect of Restricted Shares prior to the lapse of the restrictions relating
to any Restricted Shares granted hereunder, any such dividends or distributions
made in respect of Restricted Shares as to which the restrictions have not
lapsed shall be paid to the Participant on the payment date for such dividend or
distribution, but not later than the later of (i) the end of the calendar year
in which such dividends or distributions are paid to other holders of Common
Stock or (ii) the 15th day of the third month following the date on which
dividends or distributions are paid to other holders of Common Stock.
5. Changes in Capital Structure.
Subject to the applicable section of the Plan related to changes in
capital structure, the Award shall be subject to adjustment or substitution, as
determined by the Committee in its sole discretion, as to the number or kind of
Common Stock or other authorized shares of stock of the Company as the Committee
may from time to time authorize for use under the Plan, or as otherwise
determined by the Committee to be equitable (i) in the event of changes in the
outstanding Common Stock or in the capital structure of the Company by reason of
(x) any stock dividends, stock splits, combination or exchange of shares,
recapitalization or other change in capital structure, (y) any mergers,
consolidations, spin-offs, spin-outs, split-offs, split-ups, reorganizations,
partial or complete liquidations or other distributions of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate transaction or event having an effect similar to any of
the foregoing, or (ii) in the event of any change in applicable laws or any
change in circumstances which results in or would result in any substantial
dilution or enlargement of the rights granted to, or available for, the
Participant, or which otherwise warrants equitable adjustment because it
interferes with the intended operation of the Award and/or the Plan, to the end
that after such event the Participant's proportionate interest shall be
maintained as before the occurrence of such event.
6. Nontransferability.
No Restricted Shares may at any time prior to becoming vested pursuant
to Section 2 hereof be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant except in accordance with the
applicable provisions of this Agreement and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company.
7. Other Restrictions.
Notwithstanding any provision of this Agreement or the Plan to the
contrary, the grant of Restricted Shares shall not be effective prior to (i) the
obtaining of any approval from any governmental agency which the Company shall,
in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such Restricted Shares to listing on the stock exchange on which
Common Stock may be listed, and (iii) the completion of any registration or
other qualification of such Restricted Shares under any state or federal law or
ruling of any governmental body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
8. Taxation, Withholding; 83(b) Election.
The Participant agrees to make appropriate arrangements with the
Company for satisfaction of any applicable federal, state or local income tax,
withholding requirements or like requirements, including the payment to the
Company upon the vesting of Restricted Shares (or such later date as may be
applicable under Section 83 of the Code), or other settlement in respect of, the
Restricted Shares of all such taxes and requirements and the Company shall be
authorized to take such action as may be necessary in the opinion of the
Company's counsel (including, without limitation, withholding amounts from any
compensation or other amount owing from the Company to the Participant) to
satisfy all obligations for the payment of such taxes. Notwithstanding the
foregoing, the Participant may make an election pursuant to Section 83(b) of the
Code in respect of the Restricted Shares and, if he does so, he shall timely
notify the Company of such election and send the Company a copy thereof. The
Participant shall be solely responsible for properly and timely completing and
filing any such election.
9. No Effect on Employment. Neither this Agreement nor the Award
granted hereunder shall confer upon the Participant any right to, or impose upon
the Participant any obligation of, continued employment with the Company and
shall not in any way modify or restrict any right the Company may otherwise have
to terminate such employment.
10. Notices. Any notice hereunder to any party shall be effective upon
receipt (or refusal of receipt) and shall be in writing and delivered personally
or sent by telecopy, or certified or registered mail, postage prepaid, as
follows:
If to the Company:
Datascope Corp.
00 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
If to the Participant, to the address set forth on the
signature page hereto or at any other address as any party shall have specified
by notice in writing to the other party.
11. Miscellaneous. This Agreement, together with the Plan, constitutes
the entire agreement of the parties with respect to the subject matter hereof
and may not be modified or amended except by a written agreement signed by the
Company and Participant. In the event that any provision of this Agreement shall
conflict with any provision of the Plan, the provision of the Plan shall
control, except to the extent that the same would violate applicable law.
(a) Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit of the Company and its
successors and assigns and the Participant and his heirs and personal
representatives.
(b) If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
(c) Words in the singular shall be read and construed as
though in the plural and words in the plural shall be read and construed as
though in the singular in all cases where they would so apply.
(d) This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
(e) This Agreement shall be deemed to be a contract under the
laws of the State of Delaware and for all purposes shall be construed and
enforced in accordance with the internal laws of such state without regard to
the principles of conflicts of law.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties, effective as of the day and year first written above.
DATASCOPE CORP.
By:________________________________
Name:
Title:
By:________________________________
[participant]
Address:___________________________
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EXHIBIT A
STOCK POWER
For value received, I hereby sell, assign and transfer unto
_________________________ ______ shares of the Common Stock of Datascope Corp.
standing in my name on the books of such Company represented by Certificate(s)
Number(s) _________________ herewith, and do hereby irrevocably constitute and
appoint ____________________ attorney to transfer the such stock on the books of
such Company with full powers of substitution in the premises.
Date:__________________________________
Printed Name:__________________________
Signature:_____________________________
Witness Signature:_____________________
