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Exhibit 10.1
FORM OF RESTRICTED STOCK AGREEMENT
ASPECT MEDICAL SYSTEMS, INC.
Restricted Stock Agreement
Granted Under 2001 Stock Incentive Plan
AGREEMENT made this [ ]th day of [month] 200_, between Aspect
Medical
Systems, Inc., a Delaware corporation (the "Company"), and [name
of officer]
(the "Participant").
For valuable consideration, receipt of which is acknowledged,
the parties
hereto agree as follows:
1. Purchase of Shares.
The Company shall issue and sell to the Participant, and the
Participant
shall purchase from the Company, subject to the terms and
conditions set forth
in this Agreement and in the Company's 2001 Stock Incentive Plan
(the "Plan"),
[number of shares granted] shares (the "Shares") of common
stock, $0.01 par
value, of the Company ("Common Stock"), at a purchase price of
$0.01 per share.
The aggregate purchase price for the Shares shall be paid by the
Participant by
check payable to the order of the Company or such other method
as may be
acceptable to the Company. Upon receipt by the Company of
payment for the
Shares, the Company shall issue to the Participant one or more
certificates in
the name of the Participant for that number of Shares purchased
by the
Participant. The Participant agrees that the Shares shall be
subject to the
purchase options set forth in Section 2 of this Agreement and
the restrictions
on transfer set forth in Section 4 of this Agreement.
2. Purchase Option.
(a) In the event that the Participant ceases to be employed by
the
Company for any reason or no reason, with or without cause,
prior to [four years
from vesting start date], the Company shall have the right and
option (the
"Purchase Option") to purchase from the Participant, for a sum
of $0.01 per
share (the "Option Price"), some or all of the Unvested Shares
(as defined
below).
"Unvested Shares" means the total number of Shares multiplied by
the
Applicable Percentage at the time the Purchase Option becomes
exercisable by the
Company. The "Applicable Percentage" shall be (i) 100% during
the 6-month period
ending [six months from date vesting begins] (ii) 87.5% less
6.25% for each
three months of employment completed by the Participant with the
Company from
and after [six months from date vesting begins] and (iii) zero
on or after [four
years from grant date].
(b) In the event that the Participant's employment with the
Company
is terminated by reason of death or disability, the number of
the Shares for
which the Purchase Option
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becomes exercisable shall be one hundred percent (100%) of the
number of
Unvested Shares for which the Purchase Option would otherwise
become
exercisable. For this purpose, "disability" shall mean the
inability of the
Participant, due to a medical reason, to carry out his duties as
an employee of
the Company for a period of six consecutive months.
(c) For purposes of this Agreement, employment with the
Company
shall include employment with a parent or subsidiary of the
Company.
3. Exercise of Purchase Option and Closing.
(a) The Company may exercise the Purchase Option by delivering
or
mailing to the Participant (or his estate), within 90 days after
the termination
of the employment of the Participant with the Company, a written
notice of
exercise of the Purchase Option. Such notice shall specify the
number of Shares
to be purchased. If and to the extent the Purchase Option is not
so exercised by
the giving of such a notice within such 90-day period, the
Purchase Option shall
automatically expire and terminate effective upon the expiration
of such 90-day
period.
(b) Within 10 days after delivery to the Participant of the
Company's notice of the exercise of the Purchase Option pursuant
to subsection
(a) above, the Participant (or his estate) shall, pursuant to
the provisions of
the Joint Escrow Instructions referred to in Section 6 below,
tender to the
Company at its principal offices the certificate or certificates
representing
the Shares which the Company has elected to purchase in
accordance with the
terms of this Agreement, duly endorsed in blank or with duly
endorsed stock
powers attached thereto, all in form suitable for the transfer
of such Shares to
the Company. Promptly following its receipt of such certificate
or certificates,
the Company shall pay to the Participant the aggregate Option
Price for such
Shares (provided that any delay in making such payment shall not
invalidate the
Company's exercise of the Purchase Option with respect to such
Shares).
(c) After the time at which any Shares are required to be
delivered
to the Company for transfer to the Company pursuant to
subsection (b) above, the
Company shall not pay any dividend to the Participant on account
of such Shares
or permit the Participant to exercise any of the privileges or
rights of a
stockholder with respect to such Shares, but shall, in so far as
permitted by
law, treat the Company as the owner of such Shares.
(d) The Option Price may be payable, at the option of the
Company,
in cancellation of all or a portion of any outstanding
indebtedness of the
Participant to the Company or in cash (by check) or both.
(e) The Company shall not purchase any fraction of a Share
upon
exercise of the Purchase Option, and any fraction of a Share
resulting from a
computation made pursuant to Section 2 of this Agreement shall
be rounded to the
nearest whole Share (with any one-half Share being rounded
upward).
(f) The Company may assign its Purchase Option to one or
more
persons or entities.
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5. Restrictions on Transfer.
(a) The Participant shall not sell, assign, transfer,
pledge,
hypothecate or otherwise dispose of, by operation of law or
otherwise
(collectively "transfer") any Shares, or any interest therein,
that are subject
to the Purchase Option, except that the Participant may transfer
such Shares (i)
to or for the benefit of any spouse, children, parents, uncles,
aunts, siblings,
grandchildren and any other relatives approved by the Board of
Directors
(collectively, "Approved Relatives") or to a trust established
solely for the
benefit of the Participant and/or Approved Relatives, provided
that such Shares
shall remain subject to this Agreement (including without
limitation the
restrictions on transfer set forth in this Section 5 and the
Purchase Option)
and such permitted transferee shall, as a condition to such
transfer, deliver to
the Company a written instrument confirming that such transferee
shall be bound
by all of the terms and conditions of this Agreement or (ii) in
connection with
a Reorganization Event (as defined in the Plan), provided that,
in accordance
with the Plan, the securities or other property received by the
Participant in
connection with such transaction shall remain subject to this
Agreement in the
same manner and to the same extent as applied to the Shares.
(b) The Company shall not be required (i) to transfer on its
books
any of the Shares which have been transferred in violation of
any of the
provisions set forth in this Agreement or (ii) to treat as owner
of such Shares
or to pay dividends to any transferee to whom such Shares have
been transferred
in violation of any of the provisions of this Agreement.
6. Escrow.
The Participant shall, upon the execution of this Agreement,
execute Joint
Escrow Instructions in the form attached to this Agreement as
Exhibit A. The
Joint Escrow Instructions shall be delivered to the Secretary of
the Company, as
escrow agent thereunder. The Participant shall deliver to such
escrow agent a
stock assignment duly endorsed in blank, in the form attached to
this Agreement
as Exhibit B, and hereby instructs the Company to deliver to
such escrow agent,
on behalf of the Participant, the certificate(s) evidencing the
Shares issued
hereunder. Such materials shall be held by such escrow agent
pursuant to the
terms of such Joint Escrow Instructions.
7. Restrictive Legends.
All certificates representing Shares shall have affixed thereto
a legend
in substantially the following form, in addition to any other
legends that may
be required under federal or state securities laws:
"The shares of stock represented by this certificate are subject
to
restrictions on transfer and an option to purchase set forth in
a certain
Restricted Stock Agreement between the corporation and the
registered
owner of these shares (or his predecessor in interest), and such
Agreement
is available for inspection without charge at the office of the
Secretary
of the corporation."
8. Provisions of the Plan.
(a) This Agreement is subject to the provisions of the Plan, a
copy
of which is furnished to the Participant with this
Agreement.
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(b) As provided in the Plan, upon the occurrence of a
Reorganization
Event (as defined in the Plan), the repurchase and other rights
of the Company
hereunder shall inure to the benefit of the Company's successor
and shall apply
to the cash, securities or other property which the Shares were
converted into
or exchanged for pursuant to such Reorganization Event in the
same manner and to
the same extent as they applied to the Shares under this
Agreement. If, in
connection with a Reorganization Event, a portion of the cash,
securities and/or
other property received upon the conversion or exchange of the
Shares is to be
placed into escrow to secure indemnification or similar
obligations, the mix
between the vested and unvested portion of such cash, securities
and/or other
property that is placed into escrow shall be the same as the mix
between the
vested and unvested portion of such cash, securities and/or
other property that
is not
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