RESTRICTED STOCK AGREEMENT
Pursuant to the Unilab Corporation 1996 Stock Option and
Performance Incentive Plan (the "Plan"), this Restricted Stock
Agreement (the "Agreement") is made as of _____________
199__, between Unilab Corporation, a Delaware corporation (the
"Corporation"), and ____________________________, a key
employee of the Corporation (the "Employee"), for the grant by the
Corporation to the Employee of restricted shares of the
Corporation's common stock, par value $.01 per share (the
"Common Stock").
Capitalized terms used but not defined herein have the
meaning set forth in the Plan.
1. Grant of Shares. In accordance with the terms of
the Plan, and in consideration of valuable services heretofore
rendered by the Employee to the Corporation and of the agreements
hereinafter set forth, the Corporation hereby grants to the Employee
_______________ Thousand (____,000) shares of Common Stock
of the Corporation (the "Shares"). As soon as reasonably
practicable following the Employee's execution of this Agreement,
a certificate or certificates representing the Shares and bearing the
legend described in Section 7 shall be issued in the name of the
Employee. The Corporation, at the direction of the Committee,
shall hold such certificate or certificates, properly endorsed for
transfer, for the Employee's benefit until such time as the Shares
are forfeited to the Corporation, or the restrictions herein set forth
have lapsed. The Shares, shall be issued from the Corporation's
available treasury shares or from authorized but unissued shares.
Upon issuance of the certificates representing the Shares, the
Employee shall have all the rights of a stockholder with respect to
the Shares, including the right to vote and to receive all dividends
or other distributions paid or made with respect to the Shares.
However, the Shares (and any securities of the Corporation which
may be issued with respect to the Share by virtue of any stock split,
combination, stock dividend or recapitalization, which securities
shall be deemed to be "Shares" hereunder) shall be subject to all the
restrictions hereinafter set forth.
2. Restriction. The Share shall not be sold, exchanged,
assigned, transferred, pledged or otherwise disposed of, and shall
be subject to forfeiture as set forth in Section 5 below until the
restriction imposed by this Section 2 (the "Restriction") has lapsed
pursuant to Sections 3 or 4 below.
3. Lapse of Restriction by Passage of Time. The
Restriction shall lapse and have no further force or effect with
respect to the Shares as follows: Twenty-Five Percent (25%) of the
Shares herein granted (for up to ____________ shares) shall be free
of the Restriction on or after ________________________;
Twenty-Five Percent (25%) of the Shares herein granted (for up to
____________ shares) shall be free of the Restriction on or after
________________________; Twenty-Five Percent (25%) of the
Shares herein granted (for up to _____________ shares) shall be
free of the Restriction on or after ________________________;
Twenty-Five Percent (25%) of the Shares herein granted (for up to
_____________ shares) shall be free of the Restriction on or after
________________________.
4. Lapse of Restriction by Death, Disability,
Retirement or Change In Control. The Restriction shall lapse and
have no further force or effect upon the Employee's death,
Disability, Retirement or upon a Change In Control which occurs
while the Employee is employed by the Corporation or a
subsidiary.
5. Forfeiture of Shares. In the event of termination of
the Employee's employment with the Corporation or a subsidiary,
prior to lapse of the Restriction under Sections 3 or 4, the Shares
which remain subject to the Restriction shall be forfeited, unless
otherwise determined by the Committee, in its sole discretion. In
the event of any such termination the Committee shall promptly
notify the Employee or his executor, administrator, personal
representative or heir ("Representative") of the number of the
Shares to be forfeited. The forfeited Shares shall be transferred to
the Corporation and be available for subsequent awards under the
Plan, unless the Committee directs that such Shares be cancelled
upon forfeiture. The Employee or his Representative shall
promptly deliver to the Corporation any documents requested by
the Corporation which are necessary to effectuate such transfer.
6. Delivery of Restricted Shares. Upon the lapse of the
Restriction pursuant to Sections 3 or 4, a stock certificate for the
number of Shares with respect to which the Restriction has lapsed
shall be delivered, free of all restrictions, to the Employee or the
Employee's Representative, beneficiary or estate, as the case may
be.
7. Legend on Certificates. All certificates representing
the Shares shall be endorsed on the face thereof with the following
legend:
"The shares of stock represented by this certificate,
and the transferability thereof are restricted by and
subject to the Unilab Corporation 1996 Stock Option
and Performance Incentive Plan and to a "Restricted
Stock Agreement" dated as of _______________,
199__, copies of both documents are on file with the
Secretary of the Corporation."
8. Withholding Taxes. Notwithstanding any other
provision of the Plan or this Agreement, the lapse of the Restriction
on the Shares pursuant to Sections 3 or 4 shall be conditioned on
the Employee or the Representative having made appropriate
arrangements with the Corporation to provide for the withholding
of any taxes required to be withheld by Federal, state or local law
with respect to such lapse.
9. General Provisions.
(a) To the extent not preempted by Federal law, the
Plan and this Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware.
(b) Notices required or permitted to be made under this
Agreement shall be sufficiently made if personally delivered
to the Employee or his or her Representative or sent by
regular mail addressed (a) to the Employee or his or her
Representative at the Employee's address as set forth in the
books and records of the Corporation or its subsidiaries, or
(b) to the Corporation or the Committee at the principal
office of the Corporation clearly marked "Attention:
Compensation Committee."
(c) The Plan and this Agreement set forth the entire
agreement of the parties concerning the subject matter
hereto, and no other representations or warranties, express
or implied, other than those contained herein, and no
amendments or modifications hereto, shall be binding unless
made in writing and signed by the parties hereto.
(d) The waiver by either party of a breach of any term
or provision of the Plan or this Agreement shall not operate
or be construed as a waiver of a subsequent breach of the
same provision or of the breach of any other term or
provision of the Plan or this Agreement.
(e) The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
(f) In the event that any provision of the Plan or this
Agreement shall be held illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining
parts of the Plan or this Agreement, and the Plan or this
Agreement as the case may be shall be construed and
enforced as if the illegal or invalid provision had not been
included.
(g) Nothing in the Plan or this Agreement confers on
the Employee any right to continue in the employ of the
Corporation or of any of its subsidiaries or to be entitled to
any remuneration or benefits not set forth in the Plan or this
Agreement or interfere with or limit the right of the
Corporation or a subsidiary to modify the terms of or
terminate the Employee's employment at any time.
10. Plan Incorporation. This Agreement is subject to,
and the Corporation and the Employee agree to be bound by, the
terms and conditions of this Agreement and all of the terms and
conditions of the Plan, as the same may have been amended from
time to time in accordance with its terms. The Plan is hereby
incorporated into and made a part of this Agreement as though set
forth in full herein.
11. Acknowledgment. Employee hereby acknowledges
receipt of a copy of the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement, on the date first above written.
UNILAB CORPORATION
By:
Name:
Title:
EMPLOYEE
Name:
Address:
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