EXHIBIT 10.17
OSI SYSTEMS, INC.
RESTRICTED STOCK
AGREEMENT
UNDER THE 2006 EQUITY
PARTICIPATION PLAN
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Name of
Grantee:
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No. of
Shares:
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Shares of Common Stock
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Grant
Date:
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«GrantDate»
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Vested
Shares
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(from Grant
Date):
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% of the Shares
on
% of the Shares
on
% of the
Shares on
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This Restricted Stock Agreement
(Agreement) is between OSI Systems, Inc., a California corporation
(the Company), and you, the Grantee named above, as an employee,
consultant or director of the Company or one of its affiliates
(each, an “Affiliate”).
This Agreement is effective as of
the date of grant indicated above (Grant Date).
The Company wishes to award to you a
number of shares of the Company’s Common Stock, no par value
(Common Stock), subject to certain restrictions as provided in this
Agreement, in order to carry out the purposes of the 2006 Equity
Participation Plan (Plan).
Accordingly, for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and you hereby agree as
follows:
1. Award of Restricted
Stock.
The Company hereby grants to you,
effective as of the Grant Date, an Award of Restricted Stock for
that number of shares of Common Stock indicated above (Shares), on
the terms and conditions set forth in this Agreement and in
accordance with the terms of the Plan.
2. Rights with Respect to the
Shares.
With respect to the Shares, you
shall be entitled as of the Grant Date to exercise the rights of a
shareholder of Common Stock of the Company, including the right to
vote the Shares and the right, subject to Section 8(b) below,
to receive dividends on the Shares, unless and until the Shares are
forfeited under Section 4 below. Notwithstanding the
foregoing, you shall be subject to the transfer restrictions in
Section 5. Your rights with respect to the Shares shall remain
forfeitable at all times prior to the date or dates on which such
rights become vested under this Agreement (Restricted
Period).
3. Scheduled
Vesting.
Subject to the terms and conditions
of this Agreement, Shares shall become vested in the amount or
amounts set forth herein if you remain an employee, consultant or
director of the Company or any Affiliate continuously from the
Grant Date until the respective date or dates described above in
this Agreement. Vesting or becoming vested entitles you to transfer
your Shares, and to retain your Shares after termination of your
employment, consultancy or directorship with the Company or any of
its Affiliates. Shares that vest under this Agreement are referred
to as “Vested Shares.”
4. Forfeiture.
Except as provided in Section 3
above, your rights to Shares that are not then-Vested Shares shall
be immediately and irrevocably forfeited upon your termination of
employment, consultancy or directorship, including the right to
vote such Shares and the right to receive cash dividends on such
Shares. No transfer by will or the applicable laws of descent and
distribution of any Shares which vest by reason of your death shall
be effective to bind the Company unless the administrator of the
Plan (Administrator) shall have been furnished with written notice
of such transfer and a copy of the will or such other evidence as
the Administrator may deem necessary to establish the validity of
the transfer.
“Employment” covered
under this Agreement shall mean the performance of services for the
Company or an Affiliate as an employee for federal income tax
purposes. “Directorship” covered under this Agreement
shall mean appointment or election, in accordance with applicable
law, as a member of the Board of Directors of the Company or any
Affiliate. You shall be deemed to have terminated employment,
consultancy or directorship either upon an actual termination of
service with the Company and its Affiliates, or at the time that
the Affiliate with which you are an employee, consultant or
director ceases to be an Affiliate under the terms of the Plan,
provided that you are not an employee, consultant or director
immediately thereafter with the Company or any of its other
Affiliates. Your employment with the Company or one of its
Affiliates shall not be deemed to have terminated if you take any
military leave, sick leave, or other bona fide leave of absence
approved by the Company or the Affiliate, as applicable, regardless
of whether pay is suspended during such leave.
5. Transfer
Restrictions.
Notwithstanding anything to the
contrary in any other section of this Agreement, the Shares may not
be sold, assigned, transferred, pledged, or otherwise encumbered by
you (collectively, the “Transfer Restrictions”) during
the period commencing on the Grant Date and terminating at the end
of the Restricted Period. The Administrator shall have the
authority, in its discretion, to accelerate the time at which any
or all of the Transfer Restrictions shall lapse with respect to any
Shares, or to remove any or all such restrictions, whenever the
Administrator may determine that such action is appropriate by
reason of any changes in circumstances occurring after the
commencement of the Restricted Period.
6. Issuance and Custody of
Certificates.
(a) The Company shall cause the
Shares to be issued in your name, either by book-entry registration
or issuance of a stock certificate or certificates, which
certificate or certificates shall be held by the Company in escrow.
The Shares shall be restricted from transfer during the Restricted
Period and shall be subject to an appropriate stop-transfer order.
If any certificate is issued, the certificate shall b
