RESTRICTED STOCK AGREEMENT SURMODICS, INC. 2003 EQUITY INCENTIVE PLAN
Exhibit 99.3
SURMODICS, INC.
2003 EQUITY INCENTIVE PLAN
2003 EQUITY INCENTIVE PLAN
THIS AGREEMENT is made effective as of this day of ,
, by and between SurModics, Inc., a Minnesota corporation (the “Company”), and
(the “Participant”).
W I T N E S S E T H:
WHEREAS, the Participant is, on the date hereof, a key employee, officer, director of or a
consultant or advisor to of the Company or of a subsidiary of the Company; and
WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of
the Company’s Common Stock pursuant to the Company’s 2003 Equity Incentive Plan (the “Plan”); and
WHEREAS, the Administrator of the Plan has authorized the grant of a restricted stock award to
the Participant;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on
the date set forth above a restricted stock award (the “Award”) for ( ) shares of Common Stock on the terms and conditions set forth herein, which shares
are subject to adjustment pursuant to Section 14 of the Plan. The Company shall cause to be issued
one or more stock certificates representing such shares of Common Stock in the Participant’s name,
and shall hold each such certificate until such time as the risk of forfeiture and other transfer
restrictions set forth in this Agreement have lapsed with respect to the shares represented by the
certificate. The Company may also place a legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this Agreement providing for the
cancellation of such certificates if the shares of Common Stock are forfeited as provided in
Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to this Award
have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the
shares represented by such stock certificates and shall receive all dividends attributable to such
shares, but the Participant shall not have any other rights as a shareholder with respect to such
shares.
2. Vesting of Restricted Stock. The shares of Stock subject to this Award shall
remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:
| Vesting Date | Cumulative Percentage | |
| of Shares |
b. If the Participant’s employment with the Company (or a subsidiary of the Company) ceases at
any time prior to a Vesting Date for any reason, including the Participant’s voluntary resignation
or retirement, the Participant shall immediately forfeit all shares of Stock subject to this Award
which have not yet vested and for which the risks of forfeiture have not lapsed; provided, however,
that if the Administrator delays the vesting of any such shares of Stock pursuant to Paragraph
3(j), the Participant shall not forfeit any shares of Stock that otherwise would have vested
pursuant to the schedule set forth above prior to the termination of Participant’s employment had
such vesting not been so delayed.
3. General Provisions.
a. Employment or Other Relationship. This Agreement shall not confer on the
Participant any right with respect to continuance of employment or other relationship by the
Company, nor will it interfere in any way with the right of the Company to terminate such
employment or relationship.
b. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically
provided in any employment, change of control, severance or similar agreement executed by the
Participant and the Company, pursuant and subject to Section 14 of the Plan, certain changes in the
number or character of the shares of Stock of the Company (through sale, merger, consolidation,
exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock
split, stock dividend, or otherwise) shall result in an adjustment, reduction, or enlargement, as
appropriate, in the number of shares subject to this Award. Any additional shares that are
credited pursuant to such adjustment shall be subject to the same restrictions as are applicable to
the shares with respect to which the adjustment relates.
c. Shares Reserved. The Company shall at all times during the term of this Award
reserve and keep available such number of shares as will be sufficient to satisfy the requirements
of this Agreement.
d. Withholding Taxes. To permit the Company to comply with all applicable federal and
state income tax laws or regulations, the Company may take such action as it deems appropriate to
ensure that, if necessary, all applicable federal and state payroll, income or other taxes are
withheld from any amounts payable by the Company to the Participant. If the Company is unable to
withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to
the Company an amount equal to the amount the Company would otherwise be required to withhold under
federal or state law prior to the transfer of any certificates for the shares of Stock subject to
this Award. Subject to such rules as the Administrator may adopt, the Administrator may, in its
sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in
part, by delivering shares of Common
Stock received pursuant to this Award having a Fair Market Value, as of the date the amount of tax
to be withheld is determined under applicable tax law, equal to the minimum amount required to be
withheld for tax purposes. Participant’s request to deliver shares for purposes of such
withholding tax obligations shall be made on or before the date that triggers such obligations or,
if later, the date that the amount of tax to be withheld is determined under applicable tax law.
Participant’s request shall be approved by the Administrator and otherwise comply with such rules
as the Administrator may adopt to assure compliance with Rule 16b-3 or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities and Exchange Act of 1934,
if applicable.
e. 2003 Equity Incentive Plan. The Award evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby
incorporated into this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Award and, in the event of any questions as to
the construction of this Agreement or in the event of a conflict between the Plan and this
Agreement, the Plan shall govern, except as the Plan otherwise provides.
f. Lockup Period Limitation. Participant agrees that in the event the Company advises
Participant that it plans an underwritten public offering of its Common Stock in compliance with
the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions
under which certain shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock,
Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant
will not sell or contract to sell or grant an option to buy or otherwise dispose of this Award or
any of the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).
g. Stock Legend. The Administrator may require that the certificates for any shares
of Common Stock purchased by Participant (or, in the case of death, Participant’s successors) shall
bear an appropriate legend to reflect the restrictions of Paragraph 3(f) of this Agreement;
provided, however, that failure to so endorse any of such certificates shall not render invalid or
inapplicable Paragraph 3(f).
h. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and of the Participant and any successor or successors of
the Participant.
i. Arbitration. Any dispute arising out of or relating to this Agreement or the
alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement,
shall be discussed between the disputing parties in a good faith effort to arrive at a mutual
settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or business litigation
for
at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may
request that the chief judge of the District Court for Hennepin County, Minnesota, select an
arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the
commercial arbitration rules of the American Arbitration Association, unless such rules are
inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for
the production of documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall
have the authority to award any remedy or relief that a court of this state could order or grant;
provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may
award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees,
including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and
reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration
proceedings shall be Hennepin County, Minnesota.
x. Xxxxx of Payment for Section 162(m). In the event the Administrator reasonably
anticipates that the Company’s income tax deduction with respect to the vesting of any shares of
Stock subject to this Award would be limited or eliminated by Code Section 162(m), the
Administrator may, subject to such terms and conditions as determined by the Administrator, delay
the vesting of all or a portion of such shares of Stock until the earlier of (i) the date at which
the Administrator reasonably anticipates that the corresponding income tax deduction will not be so
limited or eliminated, and (ii) the calendar year of the Participant’s separation from service, as
such term is defined in Code Section 409A and the regulations, notices and other guidance of
general applicability issued thereunder. In the event of such delay, this Award shall not
terminate until the delayed vesting of such shares of Stock has occurred.
k Delay in Payment for Specified Employee. In the event this Award is subject to Code
Section 409A and the Administrator determines that the Participant is a “specified employee” within
the meaning of Code Section 409A, then the issuance of any shares of Stock due to the Participant’s
separation from service shall not be issued earlier than the date that is six months after such
separation from service, but shall be issued during the calendar year following the year in which
the Participant’s separation from service occurs and within thirty (30) days after the earliest
possible date permitted under Code Section 409A.
ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year
first above written.
| SURMODICS, INC. |
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