Exhibit 10.11
CUTERA,
INC.
Performance
Unit Award Agreement
Grant #
Cutera, Inc. (the
“Company”) hereby grants you,
(the “Participant”), an award of performance units
(“Performance Units”) under the Cutera, Inc. 2004
Equity Incentive Plan (the “Plan”). The date of this
Performance Unit Award Agreement is
, 200 . Subject to the provisions
of Appendix A (attached) and of the Plan, the principal
features of this Award are as follows:
Number of Performance
Units :
Vesting Commencement
Date :
Vesting of Performance
Units : The Performance
Units will vest according to the following schedule:
Twenty-five percent (25%) of the
Performance Units will vest on each of the first four anniversaries
of the Vesting Commencement Date, subject to Participant continuing
to be a Service Provider through each such date.
Unless otherwise defined herein or in Appendix
A, capitalized terms herein or in Appendix A will have the defined
meanings ascribed to them in the Plan.
Your signature below indicates your agreement
and understanding that this Award is subject to all of the terms
and conditions contained in Appendix A and the Plan. For
example, important additional information on vesting and forfeiture
of the Performance Units is contained in Paragraphs 3
through 5 of Appendix A. PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS AGREEMENT.
|
|
|
|
|
|
|
|
|
|
|
CUTERA, INC.
|
|
|
|
PARTICIPANT
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
[NAME]
|
|
|
|
|
|
[NAME]
«First» «Middle» «Last»
|
|
|
|
|
|
|
|
|
|
[TITLE]
|
|
|
|
|
|
Date:
|
APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE UNITS
Grant #
1. Grant . The Company hereby
grants to the Participant under the Plan an Award of Performance
Units, subject to all of the terms and conditions in this
Performance Unit Award Agreement (the “Award
Agreement”) and the Plan.
2. Company’s Obligation to
Pay . Each Performance Unit has a value equal to the Fair
Market Value of a Share on the date it becomes vested. Unless and
until the Performance Units will have vested in the manner set
forth in Sections 3 and 4, the Participant will have no right
to payment of any such Performance Units. Prior to actual payment
of any vested Performance Units, such Performance Units will
represent an unsecured obligation of the Company, payable (if at
all) only from the general assets of the Company.
3. Vesting Schedule . Subject
to paragraph 4, the Performance Units awarded by this Award
Agreement will vest in the Participant according to the vesting
schedule set forth on the attached Performance Unit Agreement,
subject to the Participant’s continuing to be a Service
Provider through each such date.
4. Forfeiture upon Termination of
Continuous Service . Notwithstanding any contrary provision of
this Agreement, if Participant ceases to be a Service Provider for
any or no reason, the then-unvested Performance Units awarded by
this Agreement will thereupon be forfeited at no cost to the
Company and the Participant will have no further rights
thereunder.
5. Payment after Vesting .
Any Performance Units that vest in accordance with paragraph 3 will
be paid to the Participant (or in the event of the
Participant’s death, to his or her estate) in whole Shares,
provided that to the extent determined appropriate by the Company
in its discretion, any federal, state and local withholding taxes
with respect to such Performance Units will be paid by reducing the
number of Shares actually paid to the Participant.
6. Payments after Death . Any
distribution or delivery to be made to the Participant under this
Award Agreement will, if the Participant is then deceased, be made
to the Participant’s designated beneficiary, or if no
beneficiary survives the Participant, the administrator or executor
of the Participant’s estate. Any such transferee must furnish
the Company with
