AMENDMENT TO RESTRICTED STOCK AGREEMENT
Exhibit
10.45
AMENDMENT
TO RESTRICTED STOCK AGREEMENT
This
Amendment (this “Amendment”)
to the
Restricted Stock Agreement dated ________, 200_ (the “Restricted
Stock Agreement”)
issued
under the 2004 Stock Incentive Plan (the “Plan”)
by
Specialized Health Products International, Inc. (the “Company”)
to
[NAME OF EMPLOYEE OR DIRECTOR] (the “Holder”),
is
effective this __th
day of
March, 2008.
RECITALS
WHEREAS,
the Company has issued shares of its common stock to the Holder pursuant to
the
Restricted Stock Agreement;
WHEREAS,
the Restricted Stock Agreement was granted pursuant to, and is subject to,
the
terms of the Plan where such terms do not conflict with the terms of the
Restricted Stock Agreement;
WHEREAS,
Section 3(c)(v) of the Plan and Section 12 of the Plan provide that the
Restricted Stock Agreement may be amended or altered by a committee appointed
by
the Board of Directors of the Company (the “Board”)
without consent of the participant if such amendment or alteration would not
impair the rights of such participant; however, if the amendment or alteration
would impair the rights of the participants no consent is required if the
committee determines in its sole discretion that such amendment or alteration
either (i) is required or advisable in order for the Company, the Plan or the
award to satisfy any law or regulation or to meet the requirements of any
accounting standard, or (ii) is not reasonably likely to significantly diminish
the benefits provided under such award, or that any such diminishment has been
adequately compensated;
WHEREAS,
the Board has appointed the Compensation Committee to administer the Plan;
and
WHEREAS,
the Compensation Committee desires to amend the Restricted Stock Agreement
to
accelerate vesting upon a Change of Control of the Company in a manner that
does
not impair the rights of the Holder or, in the alternative, has been adequately
compensated.
NOW,
THEREFORE, the Compensation Committee deems it necessary and desirable to amend
the Restricted Stock Agreement as follows:
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1.
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Section
3.2 of the Restricted Stock Agreement is hereby amended and restated
to
read in its entirety as follows:
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“Vesting.
All of
the Shares are unvested and will become vested for purposes of the Plan over
three years, with 33.3% of the Shares vesting in three equal installments on
each subsequent annual anniversary of the date on which the Shares were granted.
Notwithstanding the foregoing, the Shares will immediately vest in full upon
a
Change in Control of the Company.”
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2.
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All
other terms and conditions of the Restricted Stock Agreement remain
in
full force and effect.
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This
Amendment, the Restricted Stock Agreement and the Plan contain the
entire
understanding of the parties with respect to the subject matter hereof
and
thereof, and supersede in all respects any and all prior oral or
written
agreements or understandings.
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4.
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Unless
otherwise defined herein, capitalized terms used in this Amendment
shall
have the meanings given such terms in the
Plan.
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[signature
page follows]
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IN
WITNESS WHEREOF,
the
Company has executed this Amendment as of the date set forth in the first
paragraph.
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SPECIALIZED
HEALTH PRODUCTS INTERNATIONAL, INC.
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| By: | ||
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Name: ___________________________________ |
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| Title: ____________________________________ | ||
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