AMENDED AND RESTATED ATRION CORPORATION
Exhibit
10.3
Form of
Amended and Restated
AMENDED AND RESTATED
ATRION CORPORATION
2006 EQUITY INCENTIVE PLAN
THIS AWARD AGREEMENT (the "Agreement") is made and entered
into effective 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 amended and
restated from time to time (the "Plan"). Capitalized terms used but
not defined herein shall have the 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.
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 RESTRICTED STOCK UNITS. On the date specified on
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 Restricted Stock Units ("RSUs") entitling
the Participant to receive from the Company, without payment, one
share of Common Stock (a "Share") for each RSU set forth on said
Exhibit A.
EFFECT OF PLAN. The RSUs 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
RSUs.
RESTRICTIONS. The RSUs 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 RSUs may not be
sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until such restrictions lapse and the RSUs
vest.
RIGHTS PRIOR TO VESTING. During the period prior to lapse of
the restrictions and the vesting, in the event that any dividend is
paid by the Company with respect to the Common Stock (whether in
the form of cash, Common Stock or other property), then the
Committee shall, in the manner it deems equitable or appropriate,
adjust the number of RSUs allocated to each Participant's Stock
Award Account to reflect such dividend.
SETTLEMENT OF RSUS. Each RSU will be settled by delivery to
the Participant, or in the event of the Participant's death to the
Participant's legal representative, promptly following the date or
dates set forth on Exhibit A hereto (any such date, the "Settlement
Date") of one Share.
SECURITIES LAW RESTRICTIONS. Acceptance of this Agreement
shall be deemed to constitute the Participant's acknowledgement
that the RSUs 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.
NO ASSIGNMENT. The RSUs are personal to the Participant and
may not in any manner or respect be assigned or transferred
otherwise than by will or the laws of descent and
distribution.
NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this
Agreement shall give the Participant the right to continued
employment by the Company or shall adversely affect the right of
the Company to terminate the Participant's employment with or
without cause at any time, subject to the provisions of any
applicable employment agreement.
TAX 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: (i) make no representations
or undertakings regarding the treatment of any Tax Items in
connection with any aspect of the Award, including, but not limited
to, the award or vesting of the RSUs, the delivery of the Shares
upon vesting and conversion or the subsequent sale of Shares
acquired upon vesting and conversion; and (ii) does not commit to
structure the terms of the Award or any aspect of the Award to
reduce or eliminate the Participant’s liability for Tax
Items.
Prior
to vesting and conversion of the RSUs, 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 vesting and conversion of
the RSUs. 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 upon vesting and
conversion of the RSUs 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.
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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.
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.
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.
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IN
WITNESS WHEREOF, the Company and the Participant have executed and
delivered this Agreement as of the day and year first written
above.
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EXHIBIT A
TO
AWARD AGREEMENT
Date of
Grant:
Number
of Restricted Stock Units:
Settlement
Schedule:
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Number
of Shares
to be
Delivered*
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Settlement
Date
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*
Subject to adjustment as provided in Paragraph 4 of the Award
Agreement.
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