MATRIA HEALTHCARE, INC. LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
MATRIA
HEALTHCARE, INC.
LONG-TERM
STOCK INCENTIVE PLAN
THIS
AGREEMENT,
entered
into as of the Grant Date (as defined in Section 1), by and between the
Participant and Matria Healthcare, Inc. (the “Company”);
WHEREAS,
the
Company maintains the Matria Healthcare, Inc. Long-Term Incentive Plan
(the
“Plan”), which is incorporated into and forms a part of this Agreement, and
the
Participant has been selected by the committee administering the Plan
(the
“Committee”) to receive a Restricted Stock Award under the Plan;
NOW,
THEREFORE, IT IS AGREED,
by and
between the Company and the Participant, as follows:
1. Terms
of Award
and Definitions.
The
following terms used in this Agreement shall have the meanings set forth
in this
Section 1:
(a) Date
of Termination.
The
Participant’s “Date of Termination” shall be the first day occurring on or after
the Grant Date on which the Participant is neither employed by the Company
or
any Affiliate, a director of the Company or any Affiliate, an independent
contractor performing services for the Company or any Affiliate nor providing
services as a consultant to the Company or any Affiliate; provided that
a
termination shall not be considered to have occurred while the Participant
is on
an approved leave of absence from the Company or any Affiliate.
(b) Designated
Beneficiary.
The
“Designated Beneficiary” shall be the beneficiary or beneficiaries designated by
the Participant in a writing filed with the Committee in such form and
at such
time as the Committee shall require.
(c) Grant
Date.
The
“Grant Date” is ______________________.
(d) Participant.
The
“Participant” is _________________________.
(e) Restricted
Period.
A
“Restricted Period” is each period beginning on the Grant Date and ending on
[specify each date on which performance is to be measured], subject to
the
achievement of the Performance Objectives for such Restricted Period
as defined
in Schedule
1,
hereto.
(f) Restricted
Stock.
The
number of shares of “Restricted Stock” awarded under this Agreement shall be
_______________ shares. Shares of “Restricted Stock” are shares of Stock granted
under this Agreement and are subject to the terms of this Agreement and
the
Plan.
Except
where the context clearly implies or indicates the contrary, a word,
term, or
phrase used in the Plan is similarly used in this Agreement. All other
capitalized terms shall have the meaning assigned to such terms in the
Plan.
2. Award.
The
Participant is hereby granted the number of shares of Restricted Stock
set forth
in Section 1.
3. Dividends
and Voting Rights.
The
Participant shall be entitled to receive any dividends paid with respect
to
shares of Restricted Stock that become payable during a Restricted Period;
provided, however, that no dividends shall be payable to or for the benefit
of
the Participant with respect to record dates occurring prior to the Grant
Date,
or with respect to record dates occurring on or after the date, if any,
on which
the Participant has forfeited the Restricted Stock. Any cash dividends
paid with
respect to Restricted Stock shall be paid in full to the Participant
no later
than the fifteenth (15th)
day of
the third month following the end of the calendar year for which such
dividends
are credited. The Participant shall be entitled to vote the shares of
Restricted
Stock during a Restricted Period to the same extent as would have been
applicable to the Participant if the Participant was then vested in the
shares;
provided, however, that the Participant shall not be entitled to vote
the shares
with respect to record dates for such voting rights arising prior to
the Grant
Date, or with respect to record dates occurring on or after the date,
if any, on
which the Participant has forfeited the Restricted Stock.
4. Deposit
of Shares of Restricted Stock.
Each
certificate issued in respect of shares of Restricted Stock granted under
this
Agreement shall be registered in the name of the Participant and shall
be
deposited in a bank designated by the Committee. The grant of Restricted
Stock
is conditioned upon the Participant endorsing in blank a stock power
for the
Restricted Stock.
5. Transfer
and Forfeiture of Shares.
(a) If
the
Participant’s Date of Termination (as defined above) does not occur during a
Restricted Period, then, at the end of such Restricted Period and subject
to
satisfaction of the applicable Performance Objectives for that Restricted
Period, the Participant shall become vested in the shares of Restricted
Stock,
and shall own the shares free of all restrictions otherwise imposed by
this
Agreement. A certificate reflecting the number of shares of Stock so
vested
shall be delivered to the Participant as soon as practicable after the
Committee
determines that the applicable Performance Objectives for that Restricted
Period
have been satisfied, but in any event no later than the later of (x)
the date on
which the Company files with the Securities and Exchange Commission (“SEC”) it
Annual Report on Form 10-K for the fiscal year in which the Performance
Objectives are measured or (y) the fifteenth (15th)
day
following the end of the applicable Restricted Period. Notwithstanding
the
foregoing:
(i) in
the
event a Corporate Transaction, Subsidiary Disposition or Change in Control,
as
defined in the Plan, occurs on or prior to [specify last date of the
last period
for which performance is
measured
(“Date X”)] and prior to the Participant’s Date of Termination, all of the
Participant’s shares of Restricted Stock shall immediately vest and become
non-forfeitable; provided,
however, that in the event of a Corporate Transaction (other than a Corporate
Transaction described in Section 13(b)(iii) of the Plan or a Corporate
Transaction that also constitutes a Change in Control) as to which the
Committee
determines that (x) the Restricted Stock will be replaced with comparable
Restricted Stock or (y) the Restricted Stock is replaced with a cash
incentive
program that preserves the value of the Restricted Stock and provides
for
subsequent payment in accordance with the applicable vesting schedule,
then the
vesting of the Restricted Stock shall only be accelerated to the extent
that the
Committee so determines in its sole discretion; and
(ii) in
the
event a Corporate Transaction, Subsidiary, Disposition or Change in Control
occurs after [Date X], but on or prior to [specify end date of last Restricted
Period] and prior to the Participant’s Date of Termination, the unvested shares
of the Participant’s Restricted Stock shall not be forfeited as of any such Date
of Termination prior to [specify end date of last Restricted Period]
and such
shares shall vest and become non-forfeitable as of the date on which
the
Committee determines that the Performance Objectives have been satisfied
but no
later than the date on which the Company files with the SEC its Annual
Report on
Form 10-K for the fiscal year in which the Performance Objectives are
measured,
to the same extent they otherwise would have but for the fact that the
Participant’s Date of Termination occurs prior to [specify end date of last
Restricted Period].
(b) Otherwise,
shares of Restricted Stock may not be sold, assigned, transferred, pledged
or
otherwise encumbered until the Participant is vested in the shares. Except
as
otherwise provided in this Section 5, if the Participant’s Date of Termination
occurs prior to the end of a Restricted Period, the Participant shall
forfeit
any unvested Restricted Stock as of the Participant’s Date of
Termination.
6. Withholding.
Participant must make arrangements, satisfactory to the Company, for
satisfaction of any applicable foreign, federal, state or local withholding
requirements related to the receipt of Restricted Stock or the lapse
of
restrictions thereon. If no alternative arrangements are made, the Company
may
withhold Restricted Stock to satisfy such withholding requirements.
7. Heirs
and Successors.
(a) This
Agreement shall be binding upon, and inure to the benefit of, the Company
and
the Participant and their respective successors and assigns.
(b) If
any
rights exercisable by the Participant or benefits deliverable to the
Participant
under this Agreement have not been exercised or delivered,
respectively,
at the time of the Participant’s death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and
the
Plan.
(c) If
a
deceased Participant has failed to designate a beneficiary, or if the
Designated
Beneficiary does not survive the Participant, any rights that would have
been
exercisable by the Participant and any benefits distributable to the
Participant
shall be exercised by or distributed to the legal representative of the
estate
of the Participant.
(d) If
a
deceased Participant has designated a beneficiary but the Designated
Beneficiary
dies before the Designated Beneficiary’s exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the
legal
representative of the estate of the Designated Beneficiary.
8. Substituted
or Additional Shares. If,
from
time to time during the term of this Agreement, there is any stock split-up,
stock dividend, stock distribution or other reclassification of the Company’s
Common Stock, any and all new, substituted or additional securities to
which the
Participant is entitled by reason of his or her ownership of the Restricted
Stock shall be immediately subject to the terms of this Agreement.
9. Administration.
The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have
all
powers with respect to this Agreement as it has with respect to the Plan.
Any
interpretation of the Agreement by the Committee and any decision made
by it
with respect to the Agreement is final and binding on all persons.
10. Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms
of this
Agreement shall be subject to, and governed by, the terms of the Plan,
a copy of
which may be obtained by the Participant from the office of the Secretary
of the
Company; and this Agreement is subject to all interpretations, amendments,
rules
and regulations promulgated by the Committee from time to time pursuant
to the
Plan. In the event of any conflict between the terms of the Plan and
this
Agreement, the terms of the Plan shall govern.
11. Amendment.
This
Agreement may be amended by written Agreement of the Participant and
the
Company, without the consent of any other person.
12. No
Right to Continued Employment.
This
Restricted Stock Agreement does not confer upon the Participant the right
to
continued employment with the Company or any Affiliate, nor shall it
interfere
with the right of the Company or an affiliate to terminate the Participant’s
employment at any time.
13. Charges,
Taxes and Expenses.
The
issuance of certificates for shares of Restricted Stock shall be made
without
charge to the Participant for any transfer tax or other such expense
imposed or
incurred with respect to the issuance of such certificates, all of which
taxes
and expenses shall be paid by the Company.
14. Governing
Law. This
Agreement shall be governed by the laws of the State of Delaware.
IN
WITNESS WHEREOF,
the
Company has caused this Agreement to be executed in its name and on its
behalf
as of the Grant Date.
MATRIA
HEALTHCARE, INC.
By:
_________________________________
Its:__________________________________
Schedule
1
Performance
Objectives
Restricted
Stock shall become vested upon satisfaction of the Performance Objectives
for
each Restricted Period below:
(i) For
the
first Restricted Period ending _______________, thirty-three and one-third
percent (33⅓%) of the Participant’s Restricted Stock will become vested if the
Company’s operating earnings from continuing operations (before deduction for
share-based compensation expense) [or other performance measure to be
determined
by the Committee] for the fiscal year ended during such first Restricted
Period,
equals or exceeds ________________.
(ii) For
the
Second Restricted Period ending _____________, thirty-three and one-third
percent (33⅓%) of the Participant’s Restricted Stock and, in the event no
Restricted Stock became vested for the first Restricted Period referenced
in
Paragraph (i) above, an additional thirty-three and one-third percent
(33⅓%) of
the Participant’s Restricted Stock, will become vested if the Company’s
operating earnings from continuing operations (before deduction for share-based
compensation expense) [or other performance measure to be determined
by the
Committee] for the fiscal year ended during the second Restricted Period,
equals
or exceeds ________________.
(iii) For
the
third Restricted Period ending _____________, any portion of the Participant’s
Restricted Stock that had not vested previously will become vested if
the
Company’s operating earnings from continuing operations (before deduction for
share-based compensation expense) [or other performance measure to be
determined
by the Committee] for the fiscal year ended during such Restricted Period,
equals or exceeds ________________.
All
Restricted Stock that does not become vested in accordance with the preceding
paragraphs shall be forfeited as of the last day of the third Restricted
Period.
