FORM OF RESTRICTED STOCK AGREEMENT — EMPLOYEE NATIONAL DENTEX CORPORATION Amended and Restated 2001 Stock Plan Restricted Stock Agreement
Exhibit 10.3
FORM OF RESTRICTED STOCK AGREEMENT — EMPLOYEE
NATIONAL DENTEX CORPORATION
Amended and Restated 2001 Stock Plan
Grantee:
Date: , 200
Number of Shares of Restricted Stock:
| Vesting Criteria: |
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AGREEMENT dated as of the date set forth above between National Dentex Corporation, a
Massachusetts corporation (the “Company”), and the undersigned (the “Grantee”), pursuant to
the Company’s Amended and Restated 2001 Stock Plan (the “Plan”), receipt of a copy of which
is hereby acknowledged by the Grantee. Capitalized terms used and not otherwise defined in
this Agreement have the meanings given to them in the Plan.
WHEREAS the Grantee is an employee of the Company and the Company desires to reward
such individual for his or her services rendered to the Company by affording him or her
the opportunity to acquire, or increase, his or her stock ownership in the Company.
NOW, THEREFORE, in consideration of the premises, the parties hereto mutually covenant
and agree as follows:
1. Grant of Restricted Stock. Pursuant to the Plan and subject to the
restrictions and the terms and conditions set forth therein, which terms and conditions are
incorporated herein by reference, and in this Agreement, the Company grants to the Grantee and
the Grantee accepts the number of shares of Common Stock, $0.01 par value per share, of the
Company set forth above (the “Restricted Stock”). The term “Restricted Stock” shall include any
additional shares of stock of the Company issued on account of the foregoing shares by reason of
stock dividends, stock splits or recapitalizations (whether by way of mergers, consolidations,
combinations or exchanges of shares or the like).
2. Restrictions on Stock.
(a) Until the termination of restrictions as provided in Section 3 hereof, the
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered
except as provided in this Agreement.
(b) No rights or interests of the Grantee under this Agreement or under the Plan may be
assigned, encumbered or transferred other than (i) to the extent permitted and in accordance
with such
procedures adopted by the Committee from time to time and (ii) by will or the laws of
descent and distribution. The naming of a Designated Beneficiary does not constitute a
transfer.
(c) If the Grantee ceases to serve as an employee, director or consultant of the Company for
any reason (voluntary or involuntary), in the absence of any other provisions prescribed in the
vote granting any Restricted Stock under the Plan or thereafter, such Restricted Stock, to the
extent remaining subject to restrictions, shall immediately be forfeited to the Company subject to
the Company reimbursing the consideration (if any) paid for the Restricted Stock to the Grantee or
to such person(s) to whom the Grantee’s rights pass by will or by the applicable laws of descent
and distribution.
3. Termination of Restrictions. The shares of Restricted Stock shall be
divided into the number of separate parts, if any, set forth above under “Vesting Criteria,”
and the restrictions set forth in Section 2 hereof shall terminate in accordance with such
Vesting Criteria, so that the restrictions on all such shares shall have terminated when all
Vesting Criteria have been met, if at all. The achievement of any of the Vesting Criteria
(other than the passage of time) shall be determined by the Committee in its sole discretion.
4. Rights as Stockholder. Except for the restrictions and other limitations
and conditions provided in this Agreement, the Grantee as owner of the Restricted Stock shall
have all the rights of a stockholder, including but not limited to the right to receive all
dividends paid on such Restricted Stock and the right to vote such Restricted Stock.
5. Stock Certificates. Each certificate issued for shares of Restricted
Stock shall be registered in the name of the Grantee and deposited by the Grantee, together with
a stock power endorsed in blank, with the Company and shall bear the following (or a similar)
legend:
“The transferability of this certificate and the shares of stock
represented hereby are subject to the terms, conditions and restrictions
(including forfeiture) contained in a Plan and an Agreement between the
registered owner and National Dentex Corporation. A copy of such Plan
and Agreement will be furnished to the holder of this certificate upon
written request and without charge.”
Upon the termination of the restrictions imposed under this Agreement as to any shares of
Restricted Stock, the Company shall return to the Grantee (or to such Grantee’s legal
representative, beneficiary or heir) certificates, without a legend, for the shares of Common
Stock deposited with it pursuant to this Section 5 as to which the restrictions have
terminated.
6. Tax Withholding. The Grantee shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by law to be
withheld with respect to the Restricted Stock no later than the date of the event creating the
tax liability. The Company and its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind due to the Grantee. In the Committee’s
discretion, the minimum tax obligations required by law to be withheld with respect to the
Restricted Stock may be paid in whole or in part in shares of Common Stock valued at their
“fair market value” (as defined in the Plan) on the date of delivery.
7. Securities and Other Laws. It shall be a condition to the Grantee’s
right to receive the shares of Restricted Stock hereunder that the Company may, in its
discretion, require (a) that the shares of Restricted Stock shall have been duly listed, upon
official notice of issuance, upon any national securities exchange or automated quotation system
on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a
registration statement under the Securities Act of 1933, as amended (the “Act”), with respect to
the shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed
issuance and delivery of the shares to the Grantee shall be exempt from registration under the
Act and the Grantee shall have made such undertakings and agreements with the Company as the
Company may reasonably require, and (c) that such other steps, if any, as counsel for the
Company shall consider necessary to comply with any law applicable to the issue of such shares
by the Company shall have been taken by the Company or the Grantee, or both. The certificates
representing the shares of
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Restricted Stock may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.
8. Adjustment in Provisions. In the event that there are any changes in
the outstanding Common Stock of the Company by reason of stock dividend, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares or other such transaction affecting the Company’s Common
Stock, the divisions of shares of Restricted Stock into parts, the provisions for termination
of restrictions on parts of Restricted Stock, and any other relevant portions of this
Agreement shall be appropriately adjusted by the Committee, if necessary, to reflect
equitably such change or changes.
9. Change in Control. In order to preserve Grantee’s rights under this
Agreement in the event of a Change of Control of the Company (as defined in the Plan), unless
otherwise provided for in the vote granting such restricted stock, all restrictions remaining
on any restricted stock (other than any restrictions the lapse of which is based on factors
other than continued service) granted under the Plan shall lapse without regard to any vesting
criteria imposed pursuant to the Plan or any restricted stock agreement. The Committee in its
discretion may at any time take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the termination of restrictions set forth in
Section 2 hereof, (ii) provide for payment to Grantee of cash or other property with a fair
market value (as determined by the Company’s Board of Directors) equal to the amount that would
have been received upon the termination of restrictions set forth in Section 2 hereof had such
restrictions terminated upon the Change in Control, provided such amount would not otherwise
have been received by Grantee because of the restrictions set forth in Section 2, (iii) adjust
the terms of this Agreement in a manner determined by the Committee to reflect the Change in
Control, (iv) cause the Agreement to be assumed, or new rights substituted therefor, by another
entity, or (v) make such other provision as the Committee may consider equitable to Grantee and
in the best interests of the Company.
10. Notice of Election Under Section 83(b). If the Grantee makes an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the
regulations and rulings promulgated thereunder, he or she will provide a copy thereof to the
Company within thirty (30) days of the filing of such election with the Internal Revenue
Service.
11. Amendments. The Committee may amend, modify or terminate this
Agreement, including substituting therefor another Incentive Award (as defined in the Plan) of
the same or a different type, provided that Grantee’s consent to such action shall be required,
unless the Committee determines that the action, taking into account any related action, would
not materially and adversely affect Grantee.
12. No Right to Continued Employment. The Grantee shall not be deemed to
have any rights to continued service as an employee, director or consultant of the Company by
virtue of the grant of Restricted Stock. Neither the adoption, maintenance, nor operation of
the Plan nor this Agreement shall confer upon the Grantee any right with respect to the
continuance of his/her service relationship with the Company or any Related Corporation (as
defined in the Plan).
13. Decisions by Committee. Any dispute or disagreement that shall arise
under, or as a result of, or pursuant to this Agreement shall be resolved by the Committee in
its absolute and sole discretion, and any such resolution or any other determination by the
Committee under, or pursuant to, this Agreement and any interpretation by the Committee of the
terms of this Agreement or the Plan shall be final, binding, and conclusive on all persons
affected thereby.
14. Notices. Any notice that either party hereto shall be required or
permitted to give to the other shall be in writing and may be delivered personally, by
facsimile or by mail, postage prepaid, addressed as follows: to the Company at ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer, or at such other address as the Company
by notice to the Grantee may designate in writing from time to time, and to the Grantee
at his or her address as shown below or at such other address as the Grantee, by notice to the
Treasurer of the Company, may designate in writing from time to time.
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[Signature page — Form of Restricted Stock Agreement (Employee]
| NATIONAL DENTEX CORPORATION | ||||
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| GRANTEE | ||||
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Name: |
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Address: |
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