Exhibit 10.18
MEDNAX, INC.
RESTRICTED STOCK
AGREEMENT
FOR
[Insert name of Recipient here]
(the “ Recipient
”)
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1.
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Grant of
Restricted Stock . The
Compensation Committee (the “Committee”) of the Board
of Directors of MEDNAX, Inc. (the “Company”) has
granted on
(the “ Date of Grant ”), to the Recipient,
[NUMBER] shares of restricted common stock, par value $.01 per
share, of the Company (collectively the “ Restricted
Stock ”). The Restricted Stock shall be subject to the
terms, conditions and restrictions set forth in this Agreement. The
Restricted Stock was issued pursuant to the Company’s 2008
Incentive Compensation Plan (the “Plan”), which is
incorporated herein for all purposes. The Recipient hereby
acknowledges receipt of a copy of the Plan and agrees to be bound
by all of the terms and conditions hereof and thereof and all
applicable laws and regulations. Unless otherwise provided herein,
terms used herein that are defined in the Plan and not defined
herein shall have the meanings attributed thereto in the
Plan.
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2.
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Vesting of
Restricted Stock .
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(a)
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Except as
otherwise provided herein, the shares of Restricted Stock shall
become vested as provided below. The following vesting schedule
indicates each date (the “Vesting Date”) upon which the
Restricted Stock shall become vested with respect to the number of
shares as indicated beside the applicable Vesting Dates provided
that the Continuous Service of the Recipient continues through and
on the applicable Vesting Date:
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Vesting Schedule:
There shall be no proportionate or
partial vesting of shares of Restricted Stock in or during the
months, days or periods prior to each Vesting Date, and all vesting
of shares of Restricted Stock shall occur only on the applicable
Vesting Date. Upon the termination or cessation of
Recipient’s Continuous Service, for any reason whatsoever,
any portion of the Restricted Stock which is not yet then vested,
and which does not then become vested pursuant to this
Section 2, shall automatically and without notice terminate,
be forfeited and become null and void.
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(b)
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The Restricted
Stock also shall become vested at such earlier times, if any, as
may otherwise be determined by the Committee in its sole and
absolute discretion or as may be provided in any Employment
Agreement between the Recipient and the Company or any Related
Entity.
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(c)
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For purposes of
this Agreement, the following terms shall have the meanings
indicated:
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(i)
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“
Non-Vested Shares ” means any portion of the
Restricted Stock subject to this Agreement that has not become
vested pursuant to this Section 2.
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(ii)
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“
Vested Shares ” means any portion of the Restricted
Stock subject to this Agreement that is and has become vested
pursuant to this Section 2.
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1
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3.
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Delivery of
Restricted Stock .
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(a)
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The Restricted
Stock shall be issued in the name of the Recipient and held in
electronic book entry format by the Company’s transfer agent
until the date (the “ Applicable Date ”) on
which the shares (or a portion thereof) subject to this Restricted
Stock award become Vested Shares pursuant to Section 2 hereof,
subject to the provisions of Section 4 hereof. All such
Restricted Stock held by the Company’s transfer agent shall
be deemed restricted and may not be sold or transferred until they
become Vested Shares pursuant to Section 2 hereof, and may be
subject to other restrictions that the Board or the Committee shall
deem necessary and appropriate or which are otherwise required or
indicated pursuant to any applicable stockholders
agreement.
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(b)
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Until such
shares become Vested Shares, the Recipient hereby irrevocably
appoints the Secretary of the Company as his/her attorney-in-fact,
with full power of appointment and substitution, to effectuate the
transfer of the Restricted Stock (or assignment of distributions
thereon) on the books and records of the Company in accordance with
and as required to adhere to the restrictions set forth in this
Agreement.
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(c)
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On or after
each Applicable Date and subject to compliance with Section 7
below, upon written request to the Company by the Recipient, the
Company shall promptly cause a certificate or certificates to be
issued for and with respect to all shares that become Vested Shares
on that Applicable Date, which certificate(s) shall be delivered to
the Recipient as soon as administratively practicable after the
date of receipt by the Company of the Recipient’s written
request. The certificate(s) shall bear those legends and
endorsements that the Company shall deem necessary or appropriate
(including those relating to restrictions on transferability and/or
obligations and restrictions under the Securities Laws).
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4.
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Termination
of Employment . Except as
may be otherwise provided in an Employment Agreement between the
Company or a Related Entity and the Recipient, if the
Recipient’s Continuous Service with the Company is terminated
for any reason, any Non-Vested Shares (other than any such Shares
that become vested pursuant to Section 2 hereof on account of
such termination) shall be forfeited immediately upon such
termination of Continuous Service and shall revert back to the
Company without any payment to the Recipient. The Committee shall
have the power and authority to enforce on behalf of the Company
any rights of the Company under this Agreement in the event of the
Recipient’s forfeiture of Non-Vested Shares pursuant to this
Section 4.
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5.
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Rights with
Respect to Restricted Stock .
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(a)
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Except as
otherwise provided in this Agreement, the Recipient shall have,
with respect to all of the shares of Restricted Stock, whether
Vested Shares or Non-Vested Shares, all of the rights of a holder
of shares of common stock of the Company, including without
limitation (i) the right to vote such Restricted Stock,
(ii) the right to receive dividends, if any, as may be
declared on the Restricted Stock from time to time, and
(iii) the rights available to all holders of shares of common
stock of the Company upon any merger, consolidation,
reorganization, liquidation or dissolution, stock split-up, stock
dividend or recapitalization undertaken by the Company;
provided , however , that all of such rights shall be
subject to the terms, provisions, conditions and restrictions set
forth in this Agreement (including without limitation conditions
under which all such rights shall be forfeited). Any shares of
Stock issued to the Recipient as a dividend with respect to shares
of Restricted Stock shall have the same status and bear the same
legend as the shares of Restricted Stock and shall be held by the
Company, if the shares of Restricted Stock that such dividend is
attributed to is being so held, unless otherwise determined by the
Committee. In addition, notwithstanding any provision to the
contrary herein, any cash dividends declared with respect to shares
of Restricted Stock subject to this Agreement shall be held in
escrow by the Committee until such time as the shares of Restricted
Stock that such cash dividends are attributed to shall become
Vested Shares, and in the event that such shares of Restricted
Stock are subsequently forfeited, the cash dividends attributable
to such portion shall be forfeited as well.
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2
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(b)
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If at any time
while this Agreement is in effect (or shares granted hereunder
shall be or remain unvested while Recipient’s Continuous
Service continues and has not yet terminated or ceased for any
reason), there shall be any increase or decrease in the number of
issued and outstanding shares of Stock of the Company through the
declaration of a stock dividend or through any recapitalization,
combination or exchange of such shares, then and in that event, the
Board or the Committee shall make any adjustments it deems fair and
appropriate, in view of such change, in the number of shares of
Restricted Stock then subject to this Agreement. If any such
adjustment shall result in a fractional share, such fraction shall
be disregarded.
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(c)
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Notwithstanding
any term or provision of this Agreement to the contrary, the
existence of this Agreement, or of any outstanding Restricted Stock
awarded hereunder, shall not affect in any manner the right, power
or authority of the Company to make, authorize or consummate:
(i) any or all adjustments, recapitalizations, reorganizations
or other changes in the Company’s capital structure or its
business; (ii) any merger, consolidation or similar
transaction by or of the Company; (iii) any offer, issue or
sale by the Company of any capital stock of the Company, including
any equity or debt securities, or preferred or preference stock
that would rank prior to or on parity with the Restricted Stock
and/or that would include, have or possess other rights, benefits
and/or preferences superior to those that the Restricted Stock
includes, has or possesses, or any warrants, options or rights with
respect to any of the foregoing; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or
assignment of all or any part of the stock, assets or business of
the Company; or (vi) any other corporate transaction, act or
proceeding (whether of a similar character or
otherwise).
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6.
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Non-Transferability of Non-Vested
Shares . Non-Vested
Shares shall not be pledged, hypothecated or otherwise encumbered
or subject to any lien, obligation or liability of the Recipient to
any party (other than the Company or Related Entity), or assigned
or transferred by the Recipient otherwise than by will or the laws
of descent and distribution or to a Beneficiary upon the death of
the Recipient. A Beneficiary or other person claiming any rights
under the Plan or this Agreement from or through the Recipient
shall be subject to all of the terms and conditions of the Plan and
this Agreement, except as otherwise determined by the
Committe
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