Exhibit 10.4
ATRION CORPORATION
2006 EQUITY INCENTIVE PLAN
FORM OF AWARD AGREEMENT FOR RESTRICTED STOCK
THIS AWARD AGREEMENT (the "Agreement') is made and entered into as of
_________________, ____ by and between Atrion Corporation, a Delaware
corporation (the "Company"), and __________________ (the "Participant") pursuant
to the 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:
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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.
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:
1. AWARD OF RESTRICTED STOCK. On the date specified on Exhibit A attached hereto
(the "Date of Award") but subject to the execution of this Agreement, the
Company awarded to the Participant an Award (the "Award") in the form of the
number of shares of Restricted Common Stock (the "Shares") as is set forth on
Exhibit A from the authorized and unissued or treasury Common Stock at and for
the purchase price set forth on Exhibit A.
2. EFFECT OF PLAN. The Shares are 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 might 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, his beneficiaries and any other person
having or claiming an interest in the Shares.
3. RESTRICTIONS. The Shares as to which the restrictions shall not have lapsed
and which are not vested shall be forfeited upon the Participant's Termination
of Employment. The Shares may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated until such restrictions lapse and the Shares
vest.
4. RIGHTS PRIOR TO VESTING. During the period prior to lapse of the restrictions
and the vesting, the Participant (a) may exercise full voting rights with
respect to the Shares, (b) shall be entitled to receive cash dividends paid with
respect to the Shares and (c) shall be credited with and entitled to receive
stock dividends paid with respect to the Shares; provided, however, that any
such stock dividends shall be subject to the same restrictions as the Shares.
5. CERTIFICATES FOR SHARES OF RESTRICTED COMMON STOCK. Certificates respecting
the Shares shall be registered in the Participant's name or the Shares shall be
issued to the Participant through the book-entry system, as determined by the
Company.
6. SECURITIES LAW RESTRICTIONS. Acceptance of this Agreement shall be deemed to
constitute the Participant's acknowledgement that the Shares shall be subject to
such restrictions and conditions on any resale and on any other disposition as
the Company shall deem necessary under any applicable laws or regulations or in
light of any stock exchange requirements.
7. LEGEND. In order to enforce the restrictions imposed on the Shares, all
certificates representing such Shares shall bear the following legend:
THESE SHARES ARE HELD SUBJECT TO THE TERMS OF THE 2006 EQUITY INCENTIVE
PLAN ("THE PLAN") AND THE AWARD AGREEMENT FOR RESTRICTED STOCK BETWEEN
THE COMPANY AND THE PARTICIPANT AND SUCH SHARES MAY ONLY BE TRANSFERRED
IN ACCORDANCE WITH THE TERMS THEREOF. A COPY OF THE PLAN IS AVAILABLE
AT THE OFFICE OF THE COMPANY.
Such legend shall be removed as the restrictions lapse with respect to such
Shares and the Shares vest.
8. AUTHORITY OF COMMITTEE. Notwithstanding any provision of the Plan or of this
Award Agreement to the contrary, the Committee, in its sole and exclusive
discretion, shall have the power at any time to (a) accelerate the lapse of the
restrictions and the vesting of the Shares or (b) waive any restrictions of the
Shares.
9. TAX ELECTION. In the event the Participant desires to make an election with
respect to the Shares under Section 83(b) of the Code, the Participant will
timely make such election in accordance with the rules and regulations of the
Code and promptly notify the Company thereof. All such elections shall be
irrevocable, made in writing, signed by the Participant, and subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.
10. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this Agreement shall
give the Participant the right to continued employment by the Company or by any
Subsidiary or shall adversely affect the right of the Company or any Subsidiary
to terminate the Participant's employment with or without cause at any time.
11. MISCELLANEOUS.
(a) 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.
(b) The invalidity or unenforceability of any provision hereof
shall in no way affect the validity of enforceability of any
other provision of this Agreement.
(c) 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 or assigns.
(d) 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.
(e) This Agreement shall be interpreted and construed according to
and governed by the laws of the State of Texas.
(f) This Agreement is intended to comply with Section 409A of the
Code.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ATRION CORPORATION
By:
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Name: --------------------------------
Title: --------------------------------
PARTICIPANT
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[Name]
EXHIBIT A
TO
AWARD AGREEMENT DATED __________________, ____ BETWEEN ATRION
CORPORATION AND [PARTICIPANT]
1. Date of Award:
2. Number of Shares of Restricted Common Stock:
3. Purchase Price per Shares:
4. Vesting Schedule
Date Restrictions Lapse
Number of Shares and Shares Vest
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