EXHIBIT 10.2
PERFORMANCE
SHARE AWARD AGREEMENT
PURSUANT TO THE
ANGIODYNAMICS, INC.
2004 STOCK AND
INCENTIVE AWARD PLAN
PERFORMANCE SHARE AWARD AGREEMENT
executed in duplicate as of [DATE], (the “ Grant
Date ”), between AngioDynamics Inc., a Delaware
corporation (the “ Company ”), and NAME OF
EXECUTIVE , an employee of the Company (the “
Employee ”).
In accordance with the provisions of
the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (the
“ Plan ”), the Compensation Committee of the
Company’s Board of Directors (the “ Committee
”) has authorized the execution of this Agreement.
Capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meanings as are set forth in the Plan.
All references to Sections in this Agreement refer to Sections of
this Agreement unless otherwise indicated.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto agree as
follows:
|
1.
|
Grant of Performance Share Award
. The Company hereby grants to the
Employee ______________ Performance Share Awards on the terms and
subject to the conditions set forth in the Plan and this Agreement
(the “Performance Shares”; collectively, the
“Award”). The Award is an unfunded and unsecured
promise by the Company to issue to the Employee one share of Common
Stock for each Performance Share (if any) that is hereafter earned
pursuant to Section 2 or Section 6 below, but only if the Employee
continues to be employed by the Company or a Subsidiary until the
Performance Share is so earned and only if the other provisions of
this Agreement (including without limitation Section 5) are
satisfied. In no event may the Employee receive pursuant to this
Agreement a number shares of Common Stock that exceeds the number
of Performance Shares stated above in this Section 1, unless the
excess is attributable solely to an adjustment pursuant to Section
7 of this Agreement or Section 10 of the Plan.
|
|
2.
|
Performance Goals .
|
|
|
a)
|
Twenty-five percent (25%) of the Performance
Shares may be earned for each of the Company’s fiscal years
ending on or about May 30 of 2006 (the “ 2006 Performance
Year ”), 2007 (the “ 2007 Performance Year
”), 2008 (the “ 2008 Performance Year ”)
and 2009 (the “ 2009 Performance Year ”) (each,
individually, a “ Performance Year ”;
collectively, the “ Award Period ”). Except if
and to the extent that Section 2(d) provides otherwise, none of the
Performance Shares that may be earned for a Performance Year will
be earned unless either the EPS Goal or the Revenue Goal (as
defined below in this Section 2) for that Performance Year is
achieved. If the EPS Goal is achieved for a Performance Year but
the Revenue Goal is not achieved for that Performance Year, or if
the Revenue Goal is achieved for a Performance Year but the EPS
Goal is not achieved for that
|
Performance Year, only one-half of
the number of Performance Shares that may be earned for that
Performance Year will be earned pursuant to this Section 2, unless
Section 2(d) provides otherwise. If both the EPS Goal and Revenue
Goal for a Performance Year are achieved, all of the Performance
Shares that may be earned for that Performance Year will be
earned.
|
(b)
|
For purposes of this Section 2, the “
EPS Goal ” for a Performance Year means that the
Company’s diluted earnings per share (“ EPS
”) in that Performance Year equal or exceed both (i) 115% of
the EPS attained by the Company in the Company’s fiscal year
preceding that Performance Year, and (ii) the EPS target shown in
the table below for that Performance Year:
|
|
|
|
|
|
|
|
Fiscal Year Ending on or about May
30...
|
Diluted EPS Target
|
|
2006
|
$
|
|
2007
|
$
|
|
2008
|
$
|
|
2009
|
$
|
|
(c)
|
For purposes of this Section 2, the “
Revenue Goal ” for a Performance Year means that the
Company’s net revenues in that Performance Year (“
Revenue ”) equal or exceed both (i) 115% of the
Revenue attained by the Company in the Company’s fiscal year
preceding that Performance Year, and (ii) the revenue target shown
in the table below for that Performance Year:
|
|
Fiscal Year Ending on or about May
30...
|
Net Revenue Target
|
|
2006
|
$
|
|
2007
|
$
|
|
2008
|
$
|
|
2009
|
$
|
|
(d)
|
Catch-Up Opportunity If Goal Missed in First
Three Performance Years.
|
If the EPS Goal or Revenue Goal for
the 2006 Performance Year, the 2007 Performance Year or the 2008
Performance Year is not achieved, or both the EPS Goal and Revenue
Goal for any of such years are not achieved, the Performance Shares
that would have been earned for that Performance Year if the EPS
Goal or Revenue Goal, or both the EPS Goal and Revenue Goal, had
been achieved may be earned in the following Performance Year (and
only in the following Performance Year) if the Company’s EPS
or Revenue or both EPS and Revenue (as applicable) in that
following Performance Year equals or exceeds the EPS Goal or
Revenue Goal or both the EPS Goal and Revenue Goal (as applicable)
for
Page 2 of 12
that following Performance Year plus
any shortfall from the prior Performance Year. In no event may any
EPS or Revenue that exceeds the EPS Goal or Revenue Goal for any
Performance Year be applied or carried forward to any later
Performance Year, nor may any shortfall in the 2009 Performance
Year be made up in any later fiscal year. By way of example and not
limitation,
|
(i)
|
Example 1 . Assume the following:
|
|
|
Attained
|
Goal*
|
(Shortfall)/Surplus
|
|
2006 Performance Year
|
Revenue
|
$
|
$
|
$
|
|
EPS
|
$
|
$
|
$
|
|
2007 Performance Year
|
Revenue
|
$
|
$
|
$
|
|
EPS
|
$
|
$
|
$
|
*Goal taking into account both
clause (i) and clause (ii) of paragraphs 2(b) and 2(c)
above.
In this example, no Performance
Shares would be earned for the 2006 Performance Year because both
the EPS Goal and Revenue Goal for that Performance Year were not
achieved. However, one-half of the Performance Shares that could
have been earned for the 2006 Performance Year, and one-half of the
Performance Shares that may be earned for the 2007 Performance
Year, would be earned in the 2007 Performance Year because the $
EPS achieved in the 2007 Performance Year equaled the
$ EPS Goal for that Performance Year
plus the $ shortfall from the
$ EPS Goal for the 2006 Performance
Year. If 2007 Revenue were $ rather
than $ as assumed in the table above,
all of the Performance Shares that could have been earned for the
2006 Performance Year, and all of the Performance Shares that may
be earned for the 2007 Performance Year, would be earned in the
2007 Performance Year.
[This space left blank
intentionally]
Page 3 of 12
|
(ii)
|
Example 2 . Assume the following:
|
|
|
Attained
|
Goal*
|
(Shortfall)/Surplus
|
|
2006 Performance Year
|
Revenue
|
$
|
$
|
$
|
|
EPS
|
$
|
$
|
$
|
|
2007 Performance Year
|
Revenue
|
$
|
$
|
$
|
|
EPS
|
$
|
$
|
$
|
*Goal taking into account both
clause (i) and clause (ii) of paragraphs 2(b) and 2(c)
above.
In this example, one-half of the
Performance Shares that may be earned for the 2006 Performance Year
would be earned in that Performance Year because the EPS Goal for
that Performance Year was achieved. The remaining one-half of the
Performance Shares that could have been earned for the 2006
Performance Year, and one-half of the Performance Shares that may
be earned for the 2007 Performance Year, would be earned in the
2007 Performance Year because the $ Revenue
that was achieved in the 2007 Performance Year equaled or exceeded
the $ Revenue Goal for that Performance
Year plus the $ shortfall from the Revenue
Goal for the 2006 Performance Year. The remaining one-half of the
Performance Shares for the 2007 Performance Year would not be
earned in that Performance Year because the
$ surplus EPS from the 2006 Performance
Year may not be carried forward to the 2007 Performance Year.
However, that remaining one-half of the Performance Shares could be
earned in the 2008 Performance Year if the Company attains EPS in
that Performance Year that equals or exceeds the EPS Goal for the
2008 Performance Year plus the $ shortfall
from the EPS Goal for the 2007 Performance Year.
|
(e)
|
Date Performance Shares Deemed Earned;
Employment Condition .
Any provision of this Section 2 to the contrary notwithstanding,
any Performance Share earned for a Performance Year pursuant to
this Section 2 will be deemed earned only (i) on the date that is 2
months following the close of such Performance Year, or, if later,
on the date, if any, on which the Committee determines, with the
benefit of audited financial statements for such Performance Year,
that the Performance Goal applicable to such Performance Share and
any other material terms of the Award have been satisfied, and only
(ii) if the Employee has continued to be employed by the Company or
a Subsidiary from
|
Page 4 of 12
the Grant Date to the date on which
the Performance Share is deemed earned pursuant to clause (i) of
this paragraph 2(e).
|
|
(f)
|
Accounting Provisions . For purposes of this Section 2, EPS and
Revenue shall be computed under generally accepted accounting
principles (“ GAAP ”). However, the Committee
retains complete discretion to adjust the EPS Goals and/or the
Revenue Goals, and/or the results attained, at any time prior to
payment of the Award for unanticipated circumstances or as it
otherwise deems appropriate to maintain the relationships between
performance and reward contemplated by the Committee on the Grant
Date. Any such adjustment by the Committee may (but need not) have
the effect of decreasing the number of Performance Shares that are
deemed earned hereunder, as the Committee deems
appropriate.
|
|
3.
|
Delivery of Shares .
|
|
|
|
|
|
|
|
|
(a)
|
Delivery of shares of Common Stock that the
Employee is entitled to receive pursuant to this Agreement shall
occur as soon as practicable after the Employee earns the
Performance Shares for which such shares of Common Stock are being
issued pursuant to Section 2 above or Section 6 below and the other
terms and conditions of this Agreement; provided that (i) such
shares shall be delivered to the Employee no later than 2½
months after the close of the Performance Year for which those
Performance Shares are earned, or, if later, as soon as practicable
after the Committee determines, with the benefit of audited
financial statements, that the Performance Goal applicable to those
Performance Shares and any other material terms of the Award have
been satisfied, and (ii) in no event shall such shares be delivered
to the Employee later than the later of (A) the date that is
2½ months from the end of the Employee’s first taxable
year in which those Performance Shares are earned, or (B) the date
that is 2½ months from the end of the Company’s first
taxable year in which those Performance Shares are
earned.
|
|
|
(b)
|
The shares of Common Stock delivered under this
Agreement will be duly authorized, validly issued, fully paid and
non-assessable. The shares to be delivered shall be credited to a
book entry account in the name of the Employee. At the election of
the Employee, stock certificates representing such shares will be
delivered to the Employee as soon as practicable after the
Company’s receipt of the Employee’s
election.
|
|
4.
|
Termination of Employment.
|
|
|
|
|
|
|
|
(a)
|
If the Employee ceases to be employed by the
Company and its Subsidiaries before all of the Performance Shares
have been earned in accordance with Section 2 above or Section 6
below, then, unless the Committee provides otherwise in writing,
upon cessation of such employment, and irrespective of whether such
employment is terminated by the Company, a Subsidiary or the
Employee, and irrespective of the reason for the employment
termination, the Award shall terminate with respect to all of the
Performance Shares that have
|
