Exhibit 10.3
SEVENTH AMENDED AND
RESTATED
KENSEY NASH
CORPORATION
INCENTIVE COMPENSATION
PLAN
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK AGREEMENT,
dated as of [
] , is between KENSEY NASH CORPORATION, a Delaware corporation
(the “ Company ”), and the employee (the “
Participant ”) designated on the attached Notice of
Grant of Award (the “ Notice ”) (the Notice and
this Restricted Stock Agreement hereinafter referred to as this
“ Agreement ”) All capitalized terms not
otherwise defined in this Agreement shall have the meaning set
forth in the Plan.
WHEREAS, the Committee desires, by affording the
Participant an opportunity to receive shares of the Company’s
Common Stock as hereinafter provided, to carry out the purposes of
the Seventh Amended and Restated Kensey Nash Corporation Employee
Incentive Compensation Plan, as amended from time to time (the
“ Plan ”); and
WHEREAS, the Committee has duly made all determinations
necessary or appropriate to the grants hereunder;
NOW, THEREFORE,
in consideration of the premises and
the mutual covenants hereinafter set forth and for other good and
valuable consideration, receipt of which is hereby acknowledged,
the parties hereto have agreed, and do hereby agree, as
follows:
1. Grant of Restricted Stock
. Subject to and upon the terms and conditions set forth in this
Agreement and the Plan, the Committee granted to the Participant on
[
] (the “ Grant Date ”) the number of shares
of Restricted Stock set forth on the Notice (the “
Shares ”), and the Participant hereby accepts the
grant of the Shares on a restricted basis, as set forth
herein.
2. Limitations on
Transferability . At any time prior to vesting in accordance
with Paragraph 3 or 4, the Shares, or any interest therein, cannot
be directly or indirectly transferred, sold, assigned, pledged,
hypothecated, encumbered or otherwise disposed.
3. Dates of Vesting . Subject
to the provisions of Paragraphs 4 and 5 of this Agreement, the
Shares shall cease to be restricted and shall become
non-forfeitable (thereafter being referred to as “
Unrestricted Stock ”) pursuant to the schedule set
forth on the Notice. Notwithstanding the foregoing, and subject to
Paragraphs 4 and 5 below, in the event that the Participant incurs
a Termination of Service prior to the end of the Restriction Period
(as defined in Section 8.3(a) of the Plan), all Shares that
have not previously become Unrestricted Stock shall be immediately
forfeited to the Company.
4. Termination of Service .
Subject to Paragraph 5 below, the provisions of this Paragraph 4
shall apply in the event the Participant incurs a Termination of
Service at any time prior to the date on which the Restricted Stock
shall become Unrestricted Stock as set forth in Paragraph
3:
(a) If prior to the end of the
Restriction Period, the Participant incurs a Termination of Service
because of his or her death or Disability, all of the Shares shall
become Unrestricted Stock, and the Participant shall immediately
own the Shares free of all restrictions otherwise imposed by this
Agreement.
(b) If, prior to the end of the
Restriction Period, the Participant incurs a Termination of Service
for any reason other than his or her death or Disability, then the
Shares that have not previously become Unrestricted Stock shall be
immediately forfeited to the Company.
5. Adjustments/Change in
Control . In the event of a Change in Control or other
corporate restructuring provided for in the Plan, the Participant
shall have such rights, and the Committee shall take such actions,
as are provided for in the Plan.
6. Stock Certificates and
Escrow . The certificates for the Shares may be held in custody
by the Company until, and to the extent, such Shares shall become
Unrestricted Stock. The Shares and the related certificates,
together with any assets or securities held in the Company’s
custody, shall either be (a) surrendered to the Company for
cancellation to the extent such Shares are forfeited by the
Participant pursuant to the terms of the Plan or this Agreement or
(b) released to the Participant to the extent such Shares
become Unrestricted Stock pursuant to Paragraph 3, 4 or 5
above.
7. Requirements of Law;
Registration and Transfer Requirements . The Company shall not
be required to issue any Shares if the issuance of such Shares
shall constitute a violation of any provision of any law or
regulation of any governmental authority. This Agreement and each
and every obligation of the Company hereunder are subject to the
requirement that the Shares may not be issued unless and until they
are listed, registered or qualified, properly marked with a legend
or other notation, or otherwise restricted, as is provided for in
the Plan. The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be
necessary to the lawful issuance and transfer of any Shares
pursuant to this Agreement shall relieve the Company of any
liability with respect to the non-issuance or transfer of the
Shares as to which such approval shall not have been obtained.
However, the Company shall use its best efforts to obtain all such
approvals.
8. No Stockholder Rights .
The Participant shall not have any voting rights or rights to
receive any dividends with respect t
