RESTRICTED STOCK AGREEMENT
Exhibit 10.1.2
RESTRICTED STOCK
AGREEMENT (the “Agreement”) granted on [
Insert
Date ], between SANARA MEDTECH INC., a Texas corporation
(the “Company”) and [
Insert
Name ] (the “Recipient”).
WHEREAS, the Board
of Directors of the Company has determined to grant restricted
stock awards to certain Company employees under the Company’s
2014 Omnibus Long Term Incentive Plan upon the terms and conditions
set forth herein;
NOW,
THEREFORE, the Company and the Recipient agree as
follows:
1. Grant
of Award. The Company hereby grants to the Recipient under
the Company’s 2014 Omnibus Long Term Incentive Plan (the
“Plan”)
a Restricted Share Award consisting of [ insert number ]
shares of common stock, par value $0.001 per share (the
“Common
Stock”), of the Company (the “Restricted Stock”), on
the terms and conditions and subject to the restrictions set forth
in this Agreement. The grant of the Restricted Stock is made in
consideration of the services rendered and to be rendered by the
Recipient to the Company.
The
Recipient shall be issued stock certificates evidencing the
Restricted Stock which shall be registered in the name of the
Recipient and shall bear an appropriate legend referring to the
terms, conditions, and restrictions of the Restricted Stock,
substantially in the following form:
The
transferability of this certificate and the common stock
represented hereby are subject to the terms, conditions and
restrictions (including conditions of forfeiture) contained in the
Restricted Stock Agreement entered into between the registered
owner and Sanara MedTech Inc., and in the 2014 Omnibus Long Term
Incentive Plan of Sanara MedTech Inc. A copy of the Agreement and
such Plan are on file in the offices of Sanara MedTech Inc., 0000
Xxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000.
The
stock certificates evidencing the shares of Restricted Stock shall
be held in custody by the Company or, if specified by the Board of
Directors, with a third party custodian or trustee, until the
restrictions thereon shall have lapsed, and, as a condition of this
Restricted Share Award, the Recipient shall deliver a stock power,
duly endorsed in blank, relating to the shares of Restricted
Stock.
2. Transfer
Restrictions. Subject to satisfaction of the vesting
provisions set forth in Section 4 of this Agreement, the shares of
Restricted Stock are non-transferable and may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Recipient or become subject to execution,
attachment or similar process. Any attempt to assign, alienate,
pledge, attach, sell or otherwise transfer or encumber any shares
of Restricted Stock or the rights relating thereto until vested as
provided herein shall be wholly ineffective and, if any such
attempt were to be made, all unvested shares of Restricted Stock
will be forfeited by the Recipient, and all of the
Recipient’s rights to such shares shall immediately terminate
without any payment or consideration by the Company.
Employee
3. Voting
and Dividend Rights. Recipient agrees that during the period
in which any Restricted Stock is unvested and subject to the
restrictions provided herein, the Recipient shall not have the
right to vote, or to receive cash dividends (except as contemplated
in Section 5 hereof) payable on, such unvested shares of Restricted
Stock. Any dividend or distribution payable with respect to
Restricted Stock that shall be paid in shares of Common Stock or
other property (excluding cash) or any consideration (including
cash) receivable for conversion of or in exchange for any shares of
Restricted Stock, shall be subject to the same restrictions
applicable to the unvested Restricted Stock (with such
modifications thereof as the Board of Directors may provide in its
absolute discretion), and shall be held in custody by the Company
or with a third party custodian or trustee until the vesting of the
corresponding Restricted Stock.
4.
Vesting. Except as
otherwise provided herein, and provided that from the date hereof
through the applicable vesting date set forth below the Recipient
remains in continuous employment with the Company or a subsidiary
of the Company, the restrictions on the Restricted Stock shall
lapse and the Restricted Stock shall vest in accordance with the
vesting schedule below.
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Vesting
Date
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Shares
Vesting
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Date ]
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[
Insert Number
of Shares ]
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Date ]
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[
Insert Number
of Shares ]
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Date ]
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[
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of Shares ]
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The
foregoing vesting period notwithstanding, upon the occurrence of a
Change in Control, 100% of the unvested shares of Restricted Stock
shall vest as of the date of the Change in Control. “Change
in Control” shall mean (i) a sale of all or substantially all
of the assets of the Company to any person or entity that is not a
wholly owned subsidiary of the Company; (ii) a merger or
consolidation to which the Company is a party if all persons who
were shareholders of the Company immediately prior to the effective
date of the merger or consolidation become beneficial owners (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of securities having less than 50% of the total combined
voting power for election of directors (or comparable governing
body) of the surviving corporation or other entity following the
effective date of such merger or consolidation; or (iii) the
approval by shareholders of the Company of any plan or proposal for
the liquidation of the Company or its subsidiaries (other than into
the Company).
Upon
termination of the Recipient’s employment with the Company or
any of its subsidiaries (or the successor of any such company) for
any reason, the Recipient shall on such date immediately forfeit
all rights in the shares of Restricted Stock which shall not have
become vested, and the ownership of such shares shall immediately
fully vest in the Company, which shall have no further obligations
to the Recipient under this Agreement.
Upon
the vesting as to any portion of the Restricted Stock, the Company
will cause a new certificate evidencing such number of vested
shares of Common Stock to be delivered to the Recipient, free of
the legend regarding restrictions on transfer; provided that the Company shall
not be obligated to issue any fractional share of Common
Stock.
5. Capitalization;
Adjustments. In the event of a dividend or other
distribution (other than ordinary cash dividends), merger,
consolidation, recapitalization, stock split, reorganization,
reclassification, merger, exchange of securities of the Company, or
other corporate transaction affecting the capital structure of the
Company, the Board of Directors or a committee designated by the
Board of Directors may in its discretion make adjustments and take
actions as contemplated by Section 3.4 of the Plan.
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6. Tax
Withholding. The Recipient shall be required to pay to the
Company the amount of any required withholding taxes due as a
result of the vesting of any Restricted Stock. The Company shall
have no obligation to deliver a Common Stock certificate to the
Recipient until receipt from the Recipient of the amount of funds
in payment of such required withholding taxes, and if unpaid by
Recipient the Company may take all such other action as the Board
of Directors deems necessary to satisfy such tax withholding
payment obligation.
7. Section
83(b) Election. The Recipient may make an election under
Internal Revenue Code Section 83(b) regarding federal income tax
treatment of the Restricted Stock. Any such election must be made
within 30 days after the date of grant, and the Recipient must
provide the Company with a copy of an executed version and
satisfactory evidence of filing with the U.S. Internal Revenue
Service. The Recipient agrees to assume full responsibility for
ensuring that the election is actually and timely filed with the US
Internal Revenue Service and for all tax consequences resulting
from the election.
8. No
Right to Continued Service or Future Awards. This Agreement
shall not confer upon the Recipient any right to continued
employment or to any position with the Company, nor limit the
discretion of the Company to terminate the Recipient’s
employment at any time for any reason. The grant of the Restricted
Stock in this Agreement does not create any contractual right or
other right to receive any Restricted Share Awards or other award
in the future. Future awards of compensation, if any, will be at
the sole discretion of the Board of Directors.
9. Compliance
with Laws. The issuance and transfer of shares of Common
Stock shall be subject to compliance by the Company and the
Recipient with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock
exchange on which the Common Stock may be listed. No shares of
Common Stock shall be issued or transferred unless and until any
then applicable requirements of federal and state laws and
regulatory agencies have been fully complied with to the
Company’s satisfaction. The Company shall be under no
obligation to register the shares of Common Stock with the
Securities and Exchange Commission or any state securities
commission or to list the shares on any stock exchange to effect
such compliance.
10.
Governing Law. THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES. ALL DISPUTES, CONTROVERSIES OR DIFFERENCES WHICH MAY
ARISE OUT OF, IN RELATION TO, OR IN CONNECTION WITH THIS AGREEMENT
OR THE BREACH THEREOF SHALL BE BROUGHT AND ADJUDICATED IN THE STATE
OR FEDERAL COURTS LOCATED IN TARRANT COUNTY, TEXAS. RECIPIENT
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE AND
FEDERAL COURTS OF THE STATE OF TEXAS.
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11.
Restricted Stock Subject
to the Plan. This Agreement is subject to the Plan, the
terms and provisions of which may be amended from time to time. In
the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable term or
provision of the Plan will prevail.
12.
Interpretation. The
interpretation of this Agreement and any dispute relating thereto
shall be decided by the Board of Directors of the Company or a
committee designated by the Board of Directors and shall be final
and binding on the Recipient and the Company.
13.
Successors and
Assigns. The Company may assign any of its rights under this
Agreement, which will be binding upon and inure to the benefit of
the Company’s successors and assigns.
14.
Severability. The
invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other
provision, and each provision of this Agreement shall be severable
and enforceable to the extent permitted by law.
15.
Counterparts. This
Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this
Agreement transmitted by facsimile transmission, electronic mail in
portable document format (.pdf), or by any other electronic means
intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of
the paper document bearing an original signature.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on
[ Insert
Date ]
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By
[
Insert Name of
Authorized Representative ]
[
Insert Title of
Authorized Representative ]
RECIPIENT
[
Insert
Name ]
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