Exhibit 10l
ATRION CORPORATION
NON-EMPLOYEE DIRECTOR STOCK
PURCHASE PLAN
(As amended and restated as of
December 2, 2008)
1.
Purpose; Effective Date .
Atrion Corporation (the
“Company”) has established this Non-Employee Director
Stock Purchase Plan (the “Plan”) to provide a
convenient method by which non-employee directors of the Company
(the “Directors”) may acquire shares of Common Stock of
the Company (“Shares”) at fair market value by
voluntarily electing to receive Shares in lieu of fees otherwise
payable to them in cash for service as a director or member of a
Committee of the Board of Directors (the
“Fees”). The Plan shall be effective as of
the date of approval by the Board of Directors of the Company (the
“Board”).
2.1. The
Plan will be interpreted and administered by the Compensation
Committee of the Board (the “Committee”), the actions
and interpretations of which will be final and binding.
2.2. The
Committee, in its sole discretion, will have the power, subject to,
and within the limitations of, the express provisions of the
Plan:
2.2.1 To
establish, amend and revoke rules and procedures relating to the
Plan (for example, but not by way of limitation, with respect to
Director elections to participate in the Plan and the delivery of
Shares) as it may deem necessary or appropriate for the
administration of the Plan;
2.2.2 To
make any and all determinations as it may deem necessary or
appropriate for the administration of the Plan;
2.2.3 To
approve a form of election form to be used in conjunction with the
Plan; and
2.2.4 To
delegate all or any part of its authority and powers under the Plan
to one or more officers or employees of the Company, including with
respect to the day-to-day administration of the Plan.
3.
Election to Be Issued Shares in Lieu of Fees
.
3.1. In
December of each year with respect to the Fees payable during the
next succeeding calendar year, each Director shall be given the
opportunity to elect to be issued Shares in lieu of some or all of
the Fees that would otherwise be payable to him or her.
3.2. On
the first business day of each year, the foregone Fees will be
converted into Shares based on the closing price of a share of
Common Stock on the next preceding date on which any shares of
Common Stock were traded on any national securities exchange on
which the shares of Common Stock are listed.
3.3. Until
and unless otherwise determined by the Committee, each
Director’s election pursuant to Section 3.1 shall be
irrevocable for the calendar year to which it relates.
4.
Vesting . Shares issued to a Director in lieu of Fees
shall vest as follows: (a) 25% of the Shares issued to a
Director shall vest on the date such Shares are issued to such
Director; (b) 25% of such Shares shall vest on the April 1
immediately following the date such Shares are issued to such
Director; (c) 25% of such Shares shall vest on the July 1
immediately following the date such Shares are issued to such
Director; and (d) 25% of such Shares shall vest on the October
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