HEALTHCARE SERVICES,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
This RESTRICTED
STOCK AWARD AGREEMENT (“Agreement”) is made as of the
day of
, , by and between HEALTHCARE
SERVICES, INC., a Delaware corporation (the “Company”),
and
(the “Recipient”).
Section 1.
Grant of Award .
Pursuant to the
provisions of the Company’s Restricted Stock Plan (the
“Plan”), the Company hereby grants to the Recipient,
subject to the terms and conditions of the Plan, which terms and
conditions are incorporated by reference herein, and subject
further to the terms and conditions herein set forth,
shares of the Company’s Class ___Common Stock, par
value $0.01 per share (hereinafter referred to as, the
“Restricted Stock” or the
“Award”).
Section 2.
Terms and Conditions .
It is understood
and agreed that the Award is subject to the following terms and
conditions:
(a)
Date of Grant . Any references to the “date of
grant” herein shall mean the date hereof.
(b)
Expiration Date . The Award shall expire and all unvested
Restricted Stock shall be deemed forfeited at the close of business
on [
] [or as otherwise specified in Section 2(d)/after which
neither party shall have any obligation hereunder].
(c)
Vesting . [VESTING TERMS]
(d)
[ Termination of Employment .
(i) In
the event that the Recipient’s employment with the Company
shall be terminated “for cause” by the Company or
without Good Reason by the Recipient [(as such terms are defined in
that certain Employment Agreement dated as of [
] by and between the Company and the Recipient (the
“Employment Agreement”)], all unvested Restricted Stock
shall be immediately forfeited.
(ii) In
the event that the Recipient’s employment with the Company
shall be terminated as a result of Recipient’s death or
Disability, or without cause by the Company or with Good Reason by
the Recipient [(as such terms are used or defined in the Employment
Agreement)], the Restricted Stock, held by the Recipient shall
continue to vest [in accordance with the terms of the Employment
Agreement]. Any Restricted Stock that remains unvested after
operation of the preceding sentence shall be forfeited.
(e)
No Right to Continued Employment . This Agreement shall not
confer upon Recipient any right with respect to continuance of
employment by the Company.]
(f)
Compliance with Laws and Regulations . This Agreement, and
the obligations of the Company hereunder, shall be subject to all
applicable federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency as may be
required.
(g)
Withholding Taxes . The Recipient shall pay to the Company,
or make provision satisfactory to the Board for the payment of, any
taxes of any kind required by law to be withheld in respect of the
Restricted Stock, no later than the date of the event creating the
tax liability. The Company shall, to the extent permitted by law,
have the right to deduct any such tax obligations from any payment
of any kind otherwise due to the Recipient.
Section 3.
Investment Representation .
Recipient:
(i) is acquiring the Restricted Stock for Recipient’s
own account, for investment only and not with a view to the
distribution, resale or transfer thereof, and as the sole record
and beneficial holder thereof; (ii) is acquiring such
Restricted Stock without any intention of reselling or distributing
such Restricted Stock except in accordance with the provisions of
the Securities Act of 1933, as amended (the “Act”) and
rules and regulations promulgated thereunder and applicable state
securities laws and regulations and (iii) agrees that the
Restricted Stock shall not be sold, pledged, hypothecated, donated
or otherwise transferred, whether or not for consideration, by
Recipient unless such shares have vested and (x) unless they
are registered under the Act and any applicable state securities
law, or (y) except upon the issuance to the Company of a
favorable opinion of counsel acceptable to the Company [and the
submission to the Company of such other evidence as may be
satisfactory to the Company,] to the effect that any such transfer
shall not be in violation of the Act, applicable state securities
laws or any rules or regulations promulgated thereunder including[,
in the Company’s sole discretion, the written agreement of
any proposed transferee to be bound by the foregoing restrictions
on transfer.] Recipient further understands and agrees that the
Restricted Stock is subject to additional restrictions on transfer
under the Plan[, the Employment Agreement] and this Agreement, and
that Recipient shall not transfer the Restricted Stock except
following vesting of the same and in compliance with the
restrictions on transfer and related terms, conditions and
provisions set forth in the Plan[, the Employment Agreement] and
this Agreement
Section 4.
Recipient Bound by Plan .
The Recipient
hereby agrees to be bound by all the terms and provisions of the
Plan.
Any notice
hereunder to the Company shall be addressed to Greg Kazarian,
Secretary, HealthCare Services, Inc., c/o Accretive Technology
Partners, IXC, 55 East 59th Street, 22nd Floor, New York, New York
10022, and any notice hereunder to Recipient shall be addressed to
the Recipient at the following address, subject to the right of
either party to designate at any time hereafter in writing some
other address:
Name and
Address of Recipient:
Recipient’s Social Security Number:
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Section 6.
Binding Effect .
This Agreement
shall be binding upon the Company’s successors and assigns,
and shall be binding and inure to the benefit of the Recipient and
the Recipient’s heirs, executors, administrators, guardians,
trustees, attorneys-in-fact and legal and personal
representatives.
Section 7.
Governing Law .
To the extent that
state law shall not be preempted by any laws of the United States,
this Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
Section 8.
Tax Election .
Recipient
acknowledges that under the terms of the Plan, Recipient is
entitled (but not obligated) to make the election permitted under
Section 83(b) of the Internal Revenue Code of 1986, as amended (the
“Code”), with respect to each and every Award of
Restricted Stock made to Recipient pursuant to the Plan. Recipient
agrees to indemnify and hold the Company harmless from any costs,
expenses, claims, damages or causes of action (including, without
limitation, any and all related costs and expenses) incurred by
Recipient or Company resulting from or relating to
Recipient’s making, failure to make or ineffectively making
any election under Section 83(b) with respect to any Award. Should
such election under Section 83(b) of the Code be made, the
Recipient shall prepare such forms as are required to make such
election.
Section 9.
Restrictions on Disposition of Restricted Stock .
9.1.
Restrictions on Disposition . Except as expressly provided
in Section 9.2 hereof, and notwithstanding the provisions of
any other agreement which the Company and the Recipient are a
party, or are bound under, until such time as there is a Public
Market for the common stock of the Company, the Recipient may not,
directly or indirectly, voluntarily or involuntarily, sell,
transfer, negotiate, pledge, hypothecate, assign or any other way
dispose of (collectively, “Dispose” or a
“Disposition”) the Restricted Stock now owned or
hereafter acquired by her or any part thereof either during the
Recipient’s lifetime or upon her death.
9.2.
Exceptions to Restrictions on Disposition . The restrictions
set forth in Section 9.1 hereof shall not apply to any of the
following Dispositions: (i) any repurchase or redemption by
the Company from the Recipient of the Restricted Stock,
provided that such repurchase or redemption is effectuated
in accordance with and is not in contravention of the terms of this
Agreement, Delaware law, or as set forth in the Amended and
Restated Certificate of Incorporation of the Company; (ii) to
the Recipient’s spouse, children, sisters or brothers
(collectively, “Family Members” and, individually a
“Family Member”) or any trust, limited partnership or
limited liability company primarily for the benefit of a Family
Member or Family Members; or (iii) to any Person in accordance
with the terms of Section 10 [or Section 11] hereof or
the Plan; provided, however, with respect to any of the foregoing
[(except as to Section 11)], that any such transferee shall
agree in writing to be bound by, and the shares so transferred
shall remain subject to, the terms and conditions of this
Agreement.
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