AMENDED AND RESTATED ATRION CORPORATION COMMON STOCK AWARD AGREEMENT
Exhibit
10.2
Form of
Amended and Restated
AMENDED AND RESTATED
ATRION CORPORATION
2006 EQUITY INCENTIVE PLAN
THIS AWARD AGREEMENT (the "Agreement') is made and entered
into as of [DATE] by and between Atrion Corporation, a Delaware
corporation (the "Company"), and [NAME OF PARTICIPANT] (the
"Participant") pursuant to the Amended and Restated Atrion
Corporation 2006 Equity Incentive Plan, as it may be further
amended and restated from time to time (the "Plan"). Capitalized
terms used but not defined herein shall have the same meanings set
forth in the Plan.
W I
T N E S S E T H:
WHEREAS,
pursuant to the Plan and subject to the execution of this
Agreement, the Committee has granted, and the Participant desires
to receive, an Award [pursuant to the Company’s Director
Compensation Program].
NOW,
THEREFORE, for and in consideration of the premises, the mutual
promises and covenants herein contained, and other good and
valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree
as follows:
AWARD OF COMMON STOCK. On the date specified in Exhibit A
attached hereto (the "Date of Grant"), but subject to the execution
of this Agreement, the Company granted to the Participant an Award
in the form of the number of shares of Common Stock (the "Shares")
as set forth in Exhibit A from the authorized and unissued or
treasury Common Stock.
EFFECT OF PLAN. The Award is in all respects subject to, and
shall be governed and determined by, the provisions of the Plan
(all of the terms of which are incorporated herein by reference)
and to any rules which may be adopted by the Board or the Committee
with respect to the Plan to the same extent and with the same
effect as if set forth fully herein. The Participant hereby
acknowledges that all decisions and determinations of the Committee
shall be final and binding on the Participant, the
Participant’s beneficiaries and any other person having or
claiming an interest in the Award.
RESTRICTIONS. The Shares shall be fully-vested and without
restriction as of the Date of Grant.
DELIVERY OF SHARES OF COMMON STOCK. Shares shall be
delivered to the Participant in the manner set forth in Exhibit
A.
SECURITIES LAW RESTRICTIONS. Acceptance of this Agreement
shall be deemed to constitute the Participant's acknowledgment that
the Participant's sale or other disposition of the Shares shall be
subject to compliance with all federal and state laws, rules and
regulations (including but not limited to state and federal
securities laws and federal margin requirements) and to such
approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or
advisable.
TAXES AND WITHHOLDING.
Regardless
of any action the Company [or the Subsidiary employing the
Participant] takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other applicable
taxes (“Tax Items”) in connection with the Award, the
Participant hereby acknowledges and agrees that the ultimate
liability for all Tax Items legally due by the Participant is and
remains the responsibility of the Participant. Further, if the
Participant has become subject to tax in more than one jurisdiction
between the date of grant and the date of any relevant taxable or
tax withholding event, as applicable, the Participant acknowledges
that the Company [or the Subsidiary employing the Participant] may
be required to withhold or account for Tax Items in more than one
jurisdiction.
The
Participant acknowledges and agrees that the Company [and the
Subsidiary employing the Participant] make[s]no representations or
undertakings regarding the treatment of any Tax Items in connection
with any aspect of the Award.
[Prior
to issuance of the Shares, the Participant must pay or make
adequate arrangements satisfactory to the Company or the Subsidiary
employing the Participant to satisfy all withholding obligations
for Tax Items of the Company or the Subsidiary employing the
Participant arising from the issuance of the Shares. In this
regard, in lieu of all or any part of a cash payment, the
Participant may elect to satisfy all or part of the withholding
obligations for Tax Items by (i) having the Company withhold a
portion of the Shares issuable or (ii) delivering shares of Common
Stock owned by the Participant, duly endorsed for transfer, to the
Company, in each case with a Fair Market Value equal to the amount
of the withholding obligations to be satisfied in such manner. The
Company or the Subsidiary employing the Participant will remit the
total amount paid or withheld for Tax Items to the appropriate tax
authorities.]
SECTION 409A. This Agreement is intended to
comply with Section 409A of the Code and shall be construed and
interpreted in a manner that is consistent with the requirements
for avoiding additional taxes and penalties under Section 409A of
the Code. Notwithstanding the foregoing, the Company makes no
representation that the payments and benefits provided hereunder
comply with Section 409A of the Code, and in no event shall the
Company be liable for all or any portion of any taxes, penalties,
interest or other expenses that may be incurred by the Participant
on account of non-compliance with Section 409A of the
Code.
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COUNTERPART EXECUTION. This Agreement may be executed in any
number of counterparts, each of which shall be considered an
original, and such counterparts shall, together, constitute and be
one and the same instrument.
[NO RIGHT TO
CONTINUED EMPLOYMENT. This Agreement shall not be deemed to
confer upon the Participant any right to continue the Participant's
employment by the Company or any Subsidiary employing the
Participant, and the Company or any Subsidiary employing the
Participant may terminate such employment at any time for any
reason, subject to the provisions of any applicable employment
agreement.]
MISCELLANEOUS.
The
Participant's rights under this Agreement can be modified,
suspended or canceled only in accordance with the terms of the
Plan. This Agreement may not be changed orally, but may be changed
only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is
sought.
The
invalidity or unenforceability of any provision hereof shall in no
way affect the validity of enforceability of any other provision of
this Agreement.
This
Agreement shall bind the parties, their respective heirs,
executors, administrators, successors and assigns. Nothing
contained herein shall be construed as an authorization or right of
any party to assign their respective rights or obligations
hereunder and the Participant shall have no right to assign this
Agreement, and any such attempted assignment shall be ineffective.
This Agreement shall be binding upon the Company and its successors
and assigns.
This
Agreement shall be subject to the applicable provisions,
definitions, terms and conditions set forth in the Plan, all of
which are incorporated by this reference in this Agreement and the
terms of the Plan shall govern in the event of any inconsistency
between the Plan and this Agreement.
Any
notice required or permitted to be given to the Company hereunder
shall be in writing and addressed to the Secretary of the Company
at the Company’s principal office. Any notice required or
permitted to be given to the Participant shall be in writing and
addressed to the Participant at the Participant’s address as
shown in the records of the Company. Either party may designate
another address in writing from time to time. Notices hereunder
shall be deemed to have been given when deposited in the United
States mail, postage prepaid and sent by certified or registered
mail to the above addresses.
This
Agreement shall be interpreted and construed according to and
governed by the laws of the State of Texas.
[Signatures appear
on the following page.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
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EXHIBIT A
TO
AWARD
AGREEMENT
1.
Date of
Award:
2.
Number of Shares of
Common Stock:
3.
Purchase Price per
Share [Tax Basis per Share]:
4.
Delivery
Instructions (check the appropriate box and complete):
□ Electronic Delivery
Please
deliver all Shares to:
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Account Number:
Broker Name:
Broker Contact
(Phone Number):
Broker Contact
(E-mail):
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□ Delivery of Certificate
Please
deliver a certificate for all Shares to the following
address:
___________________________________
___________________________________
___________________________________
___________________________________
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