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EXHIBIT 10.34
RESTRICTED STOCK
AWARD AGREEMENT
1. AWARD:
Subject to the terms and conditions of the Ampersand Medical
Corporation 1999 Equity Incentive Plan (the "Plan"), a copy of which
has been attached hereto, the Board of Directors of the company hereby
grants to Xxxx X. Xxxxxxxx a restricted stock award of 25,000 shares of
common stock.
2. GRANT DATE:
The grant date of the award is May 1, 2000.
3. VALUATION:
The Board has determined that the fair market value of the
award is $2.6675 per share representing a total value of $66,687.50 for
the 25,000 shares granted.
4. RESTRICTIONS:
One-third (8,333) of the award shall vest on April 1, 2001;
one-third (8,333) of the award shall vest on April 1, 2002; and the
final one-third (8,334) of the award shall vest on April 1, 2003. The
Company shall retain the certificates representing the restricted
shares and shall transfer to Xxxx X. Xxxxxxxx certificates representing
the respective number of shares in accordance with the aforementioned
vesting schedule.
5. TRANSFERABILITY:
Except as provided in Article 8 of the Plan, the shares of
stock granted hereunder may not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated until the end of each applicable
period of restriction specified in Section 4 of this Award Agreement,
or upon the earlier occurrence or satisfaction of any other condition,
as specified by the Board in Section 7 of this Award Agreement. Shares
of restricted stock shall become freely transferable, subject to
registration requirements of the Securities Act of 1933 (the "Act"),
after the last day of the applicable restriction period.
6. REGISTRATION:
The restricted shares granted under this Award Agreement have
not been registered under the Act, as amended, or under the securities
laws of any state. The shares are subject to restrictions on
transferability and resale and may not be transferred or resold except
as permitted under the Act and applicable state securities laws
pursuant to registration or exemption therefrom.
7. OTHER PROVISIONS:
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Termination rights and rights governing automatic vesting of
unvested shares shall be governed by the Plan unless such rights are
superseded by specific provisions in the Employment Agreement /
Consulting Agreement attached hereto and made a part of this Award
Agreement
SIGNATURES
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Ampersand Medical Corporation Date By: ____________________ Date
Xxxxxxx X Xxxxxx By signing a copy of this agreement,
President I acknowledge that I have read the
Plan, and that I fully understand
all Of my rights under the Plan, as
well As all of the terms and
conditions Which may limit my
eligibility to Exercise this grant.
