|
Exhibit 10.2
ANALOGIC CORPORATION
2007 RESTRICTED STOCK PLAN
I. Purpose.
The primary purpose of the 2007 Analogic Restricted Stock Plan
("Plan") is to further the growth and development of Analogic
Corporation ("Company") by enhancing the Company’s ability to
attract, motivate and retain Employees and Consultants of the
Company and its subsidiary corporations. In addition, given the
criticality of the preservation and development of the
Company’s proprietary products, trade secrets and know-how,
the Plan will promote the interests of the Company and stockholders
through providing a means to acquire Non-competition Agreements
from key Employees who become Participants under this Plan. The
Plan permits the grant of Restricted Stock awards ("Award" or
"Awards"). The Plan has been adopted and approved by the
Company’s Board of Directors and will become effective upon
approval by the Company’s stockholders. Unless terminated
sooner, the Plan will terminate at the close of business on the day
before the tenth anniversary of the date the Plan is approved by
the Company’s stockholders. Upon termination of the Plan,
outstanding Awards will remain outstanding, but no additional
Awards may be issued under the Plan.
II. Administration .
The Plan shall be administered by the Compensation Committee
("Committee") appointed by the Board except as specified within the
Plan. The Committee shall have the authority, except as specified
to the contrary within the Plan, to determine eligibility and
participation, grant Awards, amend the Plan, determine the terms
and provisions of the respective Award Agreements, which need not
be the same in all cases, interpret the respective Award Agreements
and the Plan, and make all other determinations which, in the
Committee’s judgment, are necessary or desirable in the
administration of the Plan. Any determinations made by the
Committee shall be final and binding. In the case of any Awards
intended to qualify under the performance-based compensation
exemption under Section 162(m) of the Code, the Committee shall
exercise its discretion consistent with qualifying the Award as
such.
III. Eligibility .
All of the Company’s Employees and Consultants are
eligible to receive Awards under the Plan.
IV. Stock Subject to the Plan.
(a) Aggregate Limits. Subject to the adjustment
provisions of Section VI(a), the maximum number of shares of
Common Stock, par value $.05 per share ("Shares"), which may be
issued to Participants pursuant to Awards under the Plan shall be
500,000 Shares, provided that any Shares underlying Awards which
are cancelled, terminated or forfeited, shall again become
available for future issuance under the Plan. This limit is
intended to comply with Section 162(m) of the Code or any successor
provision. Notwithstanding anything to the contrary within the
Plan, the foregoing limitations shall be subject to appropriate
adjustment under Section VI(a) to the extent that such
adjustment will not affect the status of any Award intended to
qualify as performance-based compensation under Section 162(m) of
the Code.
(b) Substitute Awards . In connection with a merger
or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Committee may
grant Awards in substitution for any restricted stock granted by
such entity or an affiliate thereof. Substitute Awards may be
granted on such terms as the Committee deems appropriate in the
circumstances, notwithstanding any limitations on Awards contained
in the Plan. To the extent permitted by the requirements of the
NASDAQ Stock Market ("NASDAQ") or the applicable stock exchange or
other legal requirements, any shares that are issued pursuant to
Awards either assumed or converted due to an acquisition will not
impact the number of Shares available for grant under the Plan.
V. Grant Terms and Conditions Applicable to Restricted
Stock.
(a) Grant and Documentation. The Committee may grant
Awards under the Plan. Each Award granted under the Plan shall be
identified in an Award Agreement and subject to restrictions on
transfer and ownership as the Committee may determine. The
Committee shall determine and specify in each applicable Award
Agreement, the number of Shares of Restricted Stock granted to any
Participant, subject to the overall and individual maximums
specified within the Plan. As soon as practical after the grant of
an Award, a Certificate, registered in the Participant’s
name, shall be issued covering the Shares underlying the Award. The
Certificate shall bear a legend referring to the Award Agreement
containing the terms, conditions and limitations of the Award.
These limitations may include, but are not limited to, the
achievement of Performance Goals and/or Continuous Service
requirements with the Company. Upon vesting, and not before, the
legend bearing the restrictions shall be removed. Unless the
Committee determines otherwise, each Certificate issued pursuant to
a grant of Restricted Stock shall be held by the Company or its
designee prior to the applicable Vesting Date.
(b) Price . The Committee shall determine, and the
Award Agreement shall specify, the price, if any, to be paid by the
Participant for each Share of Restricted Stock.
(c) Vesting . At the time of grant, the Committee
shall specify in each Award Agreement, the relevant terms of the
vesting related to such Award. The Committee may structure the
vesting to be based on the attainment of Performance Goals over a
Performance Period and/or a Participant’s Continuous Service.
Except as outlined in Section V(h) or Section VI(b),
Awards that vest based solely upon a Participant’s Continuous
Service will not vest sooner than in three equal increments on each
of the first three anniversaries of the date of grant. No portion
of an Award may be sold, pledged or otherwise disposed of prior to
the occurrence of its Vesting Date, as determined by the
Committee.
(d) Issuance of Certificates. Upon the vesting of
Shares of Restricted Stock, the Committee shall issue a new
Certificate, free of any restrictive legend relating to such
vesting, for the number of Shares whose restrictions have lapsed,
although the Committee shall not be required to issue any
fractional Shares.
(e) Non-competition Agreements. At the time of
grant, the Committee may specify in a Participant’s Award
Agreement that acceptance of the Award will constitute an agreement
between the Participant and the Company that, during the one year
period following the termination of such Participant’s
employment with the Company, whether voluntarily or involuntarily,
such Participant may not accept an identical or substantially
similar position to that held by the Participant at the Company
immediately prior to termination with any business that is directly
competitive with the business of the Company, or otherwise have any
material investment or interest in any such competitive business.
Should the Committee determine that this agreement had been
violated at any point, all Awards whose restrictions have not fully
lapsed will be forfeited.
(f) Rights of Restricted Stock Recipients.
Commencing on the date an Award is granted, and subject to the
delivery, acceptance and terms of the Award Agreement, the
Participant shall become a shareholder of the Company as it relates
to the Shares of Restricted Stock underlying the Award. Other than
the right to sell the Shares prior to the lapse of the
restrictions, and subject to any other terms contained within the
Participant’s Award Agreement, the Participant shall be
entitled to all rights of a shareholder, including the ability to
vote those Shares and receive distributions related to those
Shares. The Committee, in its discretion, may specify in the
applicable Award Agreement whether dividends or other distributions
related to Restricted Shares whose restrictions have not lapsed
shall be held in escrow or otherwise by the Company until such
restrictions lapse, or be distributed at the same time as to
general shareholders. To the extent that the restrictions do not
lapse due to failure to meet any applicable Continuous Service,
Performance Goal, Non-competition or other requirement, any
undistributed payments will be forfeited.
(g) Section 162(m). To the extent consistent
with other provisions of the Plan, if the Committee determines at
the time an Award is granted, that a Participant is or may become a
Covered Employee, the Committee may specify that the following
provisions related to Section 162(m) of the Code apply:
-
(i) Performance-Based Awards. Upon the grant of an
Award, the Committee may specify, based on its discretion, that
such Award will vest based upon the achievement of specified
Performance Goals over a designated Performance Period. Performance
Periods under the Plan may not be shorter than one year and may not
exceed five years. Upon the grant of a Performance-Based Award, the
Committee shall establish and document in writing, the following
terms of the Performance-Based Award: the Performance Period, the
Performance Measure(s) and the Performance Goal(s). Once
established and documented by the Committee, these items may not be
amended or otherwise altered if such changes would cause the Award
to lose its qualification as performance-based compensation under
Section 162(m) of the Code. Unless specified in an Award Agreement,
or as outlined in Section V(h) or VI(b), Performance-Based
Awards shall be distributed only after the end of the Performance
Period. Performance-Based Awards, to the extent the Performance
Goals are satisfied, may be distributed in a lump sum or in
installments after the end of the designated Performance Period,
provided any such distributions shall be made in a manner intended
to avoid payments constituting nonqualified deferred compensation
under Section 409A of the Code.
(ii) Performance Goals. If an Award granted to a
Covered Employee, or an Employee who the Committee determines may
become a Covered Employee, is intended to qualify under Section
162(m) of the Code, the restrictions associated with the Award
shall be subject to the achievement of one or more objective
Performance Goals established by the Committee and shall vest only
to the extent the attainment of the Performance Goals has been
certified by the Committee. Performance Goals shall be based on the
achievement of specified levels of one or more of the following:
revenue, return on capital, profit after taxes, total shareholder
return, stock price performance, cash flow, earnings per share,
return on equity, return on assets or net assets, income or net
income, operating income or net operating income, operating profit
or net operating profit, operating margin or profit margin, return
on operating revenue, return on invested capital, market segment
share, product development, product release schedules, new product
innovation, product or other cost reductions through advanced
technology or other means, brand recognition/acceptance, product
ship targets, sales of assets or subsidiaries, or customer
satisfaction levels.
(iii) Application of Performance Goals. Performance
Goals may be applied to the Company as a whole, a division,
business unit or subsidiary and may be based on either absolute
performance versus intern
|
