ABIOMED, Inc. Restricted Stock AgreementRestricted Stock Agreement • August 18th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This Restricted Stock Agreement (this “Agreement”) is made effective as of , between ABIOMED, Inc. (the “Company”), and (the “Employee”), pursuant to the Company’s 2008 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). This Agreement is expressly subject to all of the terms and conditions contained in the Plan, which is hereby incorporated herein by reference. In the event that any of the terms and conditions contained in this Agreement are inconsistent with the Plan, the terms of the Plan shall control. All capitalized terms not defined in this Agreement have the meanings specified in the Plan.
AGREEMENTChange of Control Agreement • August 18th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Compensation Committee believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Ther
