Exhibit 10.1
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made and entered into
by and between U.S. Physical Therapy, Inc., a corporation organized under the
laws of the State of Nevada (the "Company") and _____________, a non-employee
member of the Board of Directors of the Company ("Grantee") on the ____ day of
____ 2007 (the "Grant Date"), pursuant to the U.S. Physical Therapy, Inc. 2003
Stock Incentive Plan (the "Plan"). The Plan is incorporated by reference herein
in its entirety. Capitalized terms not otherwise defined in this agreement shall
have the meaning given to such terms in the Plan.
WHEREAS, Grantee is a non-employee member of the Board of Directors of the
Company, and in connection therewith, the Company desires to grant to Grantee
_____ shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), subject to the terms and conditions of this Agreement and the
Plan, with a view to increasing Grantee's interest in the Company's welfare and
growth; and
WHEREAS, Grantee desires to have the opportunity to be a holder of shares
of the Common Stock subject to the terms and conditions of this Agreement and
the Plan.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Grant of Common Stock and Administration. Subject to the restrictions,
forfeiture provisions and other terms and conditions set forth herein (i) the
Company grants to Grantee _____ shares of Common Stock ("Restricted Shares")
(granted per the vesting schedule described in 2(a) below), and (ii) Grantee
shall have and may exercise all rights and privileges of ownership of such
shares, including, without limitation, the voting rights of such shares and the
right to receive any dividends declared in respect thereof. This Agreement and
its grant of Restricted Shares is subject to the terms and conditions of the
Plan, and the terms and conditions of the Plan shall control except to the
extent otherwise permitted or authorized in the Plan and specifically addressed
in this Agreement. The Plan and this Agreement shall be administered by the
Committee pursuant to the Plan.
2. Transfer Restrictions.
(a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge,
encumber, gift, devise, hypothecate or otherwise dispose of (collectively,
"Transfer") any Restricted Shares. The Transfer restrictions of this Section 2
shall lapse with respect to the _____ Restricted Shares as follows: the Transfer
restrictions shall lapse as to 1/12 of the total Restricted Shares on the ___
day of ___, 2007 and therafter as to 1/12 of the Restricted Shares on the last
calendar day of each consecutive calendar month, with all Transfer restrictions
lapsing as of _____, 2008; provided, however, that, subject to Section 3,
Grantee then is, and continuously remains since the Grant Date has been, a
non-employee member of the Board of Directors of the Company. The Restricted
Shares as to which such Transfer restrictions do not apply or so lapse are
referred to as "Vested Shares."
(b) Dividends, etc. If the Company (i) declares a dividend or makes a
distribution on Common Stock in shares of Common Stock, (ii) subdivides or
reclassifies outstanding shares of Common Stock into a greater number of shares
of Common Stock or (iii) combines or reclassifies outstanding shares of Common
Stock into a smaller number of shares of Common Stock, then the number of shares
of Grantee's Common Stock subject to the transfer restrictions of this Section 2
will be proportionately increased or reduced so as to prevent the enlargement or
dilution of Grantee's rights and duties hereunder.
(c) Death or Disability. If Grantee ceases to be an Eligible Individual (as
defined in the Plan) due to Grantee's death or disability (as defined in Section
22(e) (3) of the Internal Revenue Code of 1986 as amended) all Restricted Shares
which are not Vested Shares as of the time of Grantees death or disability shall
be forfeited.
3. Forfeiture.
If Grantee's status as a non-employee member of the Board of Directors of
Company is terminated by the Company or Grantee for any reason whatsoever, then
Grantee shall immediately forfeit all Restricted Shares which are not Vested
Shares. Any Restricted Shares forfeited under this Agreement shall automatically
revert to the Company and become canceled and such shares shall be again subject
to the Plan. Any certificate(s) representing Restricted Shares which include
forfeited shares shall only represent that number of Restricted Shares which
have not been forfeited hereunder. Upon the Company's request, Grantee agrees
for itself and any other holder(s) to tender to the Company any certificate(s)
representing Restricted Shares which include forfeited shares for a new
certificate representing the unforfeited number of Restricted Shares.
4. Issuance of Certificate.
(a) The Restricted Shares may not be Transferred until they become Vested
Shares. Further, the Restricted Shares may not be transferred and the Vested
Shares may not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws, any
rules of the national securities exchange or the NASDAQ on which the Company's
securities are traded, listed or quoted, or violation of Company policy. The
Company shall cause to be issued a stock certificate, registered in the name of
the Grantee, evidencing the Restricted Shares upon receipt of a stock power duly
endorsed in blank with respect to such shares. Each such stock certificate shall
bear the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER)
CONTAINED IN THE U.S. PHYSICAL THERAPY, INC. 2003 INCENTIVE PLAN AND
AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH
SHARES AND U.S. PHYSICAL THERAPY, INC. A COPY OF THE PLAN AND THE
AWARD AGREEMENT ARE ON FILE IN THE CORPORATE OFFICES OF U.S. PHYSICAL
THERAPY, INC.
Such legend shall not be removed from the certificate evidencing Restricted
Shares until such time as the restrictions imposed by Section 2 hereof have
lapsed.
(b) The certificate issued pursuant to this Section 4, together with the
stock powers relating to the Restricted Shares evidenced by such certificate,
shall be held by the Company. The Company shall issue to the Grantee a receipt
evidencing the certificates held by it which are registered in the name of the
Grantee.
5. Tax Requirements.
(a) Tax Withholding. This grant of Restricted Shares is subject to and the
Company shall have the power and the right to deduct or withhold from other
amounts payable to Grantee from the Company, or require the Grantee to remit to
the Company, an amount sufficient to satisfy federal, state, and local taxes,
domestic or foreign, required by law or regulation to be withheld with respect
to any taxable event arising as a result of the Plan and this Agreement.
6. Miscellaneous.
(a) Certain Transfers Void. Any purported Transfer of shares of Common
Stock or Restricted Shares in breach of any provision of this Agreement shall be
void and ineffectual, and shall not operate to Transfer any interest or title in
the purported transferee.
(b) No Fractional Shares. All provisions of this Agreement concern whole
shares of Common Stock. If the application of any provision hereunder would
yield a fractional share, such fractional share shall be rounded down to the
next whole share if it is less than 0.5 and rounded up to the next whole share
if it is 0.5 or more.
(c) Not an Employment or Service Agreement. This Agreement is not an
employment agreement, and this Agreement shall not be, and no provision of this
Agreement shall be construed or interpreted to create any right of Grantee to
obtain employment with or provide any services to the Company or any of its
Affiliates.
(d) Notices. Any notice, instruction, authorization, request or demand
required hereunder shall be in writing, and shall be delivered either by
personal delivery, by telegram, telex, telecopy or similar facsimile means, by
certified or registered mail, return receipt requested, or by courier or
delivery service, addressed to the Company at the address indicated beneath its
signature on the execution page of this Agreement, and to Grantee at his/her
address indicated on the Company's stock records, or at such other address and
number as a party shall have previously designated by written notice given to
the other party in the manner hereinabove set forth. Notices shall be deemed
given when received, if sent by facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered and receipted for (or upon the date of
attempted delivery where delivery is refused), if hand-delivered, sent by
express courier or delivery service, or sent by certified or registered mail,
return receipt requested.
(e) Amendment and Waiver. This Agreement may be amended, modified or
superseded only by written instrument executed by the Company and Grantee. Any
waiver of the terms or conditions hereof shall be made only by a written
instrument executed and delivered by the party waiving compliance. Any waiver
granted by the Company shall be effective only if executed and delivered by a
duly authorized executive officer of the Company other than Grantee. The failure
of any party at any time or times to require performance of any provisions
hereof, shall in no manner effect the right to enforce the same. No waiver by
any party of any term or condition, or the breach of any term or condition
contained in this Agreement in one or more instances shall be deemed to be, or
construed as, a further or continuing waiver of any such condition or breach or
a waiver of any other condition or the breach of any other term or condition.
(f) Governing Law and Severability. This Agreement shall be governed by the
internal laws, and not the laws of conflict, of the State of Nevada. The
invalidity of any provision of this Agreement shall not affect any other
provision of this Agreement, which shall remain in full force and effect.
(g) Successors and Assigns. Subject to the limitations which this Agreement
imposes upon transferability of shares of Common Stock, this Agreement shall
bind, be enforceable by and inure to the benefit of the Company and its
successors and assigns, and Grantee, and Grantee's permitted assigns and upon
death, estate and beneficiaries thereof (whether by will or the laws of descent
and distribution), executors, administrators, agents, legal and personal
representatives.
(h) Community Property. Each spouse individually is bound by, and such
spouse's interest, if any, in any Shares is subject to, the terms of this
Agreement. Nothing in this Agreement shall create a community property interest
where none otherwise exists.
(i) Entire Agreement. This Agreement together with the Plan supersede any
and all other prior understandings and agreements, either oral or in writing,
between the parties with respect to the subject matter hereof and constitute the
sole and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement or the Plan and
that any agreement, statement or promise that is not contained in this Agreement
or the Plan shall not be valid or binding or of any force or effect.
(j) Compliance with Other Laws and Regulations. This Agreement, the grant
of Restricted Shares and issuance of Common Stock shall be subject to all
applicable federal and state laws, rules, regulations and applicable rules and
regulations of any exchanges on which such securities are traded or listed, and
Company rules or policies. Any determination in which connection by the
Committee shall be final, binding and conclusive on the parties hereto and on
any third parties, including any individual or entity.
(k) Independent Legal and Tax Advice. The Grantee has been advised and
Grantee hereby acknowledges that he/she has been advised to obtain independent
legal and tax advice regarding this Agreement, grant of the Restricted Shares
and the disposition of such shares, including, without limitation, the election
available under Section 83(b) of the Internal Revenue Code.
7. Counterparts. This Agreement may be executed in multiple original
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
8. Grantee's Acknowledgments. The Grantee acknowledges receipt of a copy of
the Plan and represents that he/she is familiar with the terms and provisions
thereof, and hereby accepts this Agreement subject to all the terms and
provisions of the Plan and this Agreement. The Grantee hereby agrees to accept
as binding, conclusive, and final all decisions or interpretations of the
Committee or the Board, as appropriate, upon any questions arising under the
Plan or this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.
COMPANY:
By:
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Xxxxxxxx X. XxXxxx
Title: Chief Financial Officer
Address: 0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopy No.: 000-000-0000
Attention: Chief Financial Officer
GRANTEE:
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Signature
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Printed Name
Address:
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