OSTEOTECH, INC.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(FOR EMPLOYEES)
AgreementNumber
THIS RESTRICTED STOCK UNIT
AGREEMENT , is dated as of [dateandyear] (the “Grant
Date”) by and between Osteotech, Inc., a Delaware corporation
(the “Company”), and [Name], an employee of the Company
or an employee of a subsidiary of the Company (the
“Employee”) located at [Address], pursuant to the
Company’s 2007 Stock Incentive Plan (the
“Plan”).
For good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
Company and Employee hereby agree as follows:
1.
Grant of Stock Units .
Subject to the terms and conditions
of this Agreement and of the Plan, the Company hereby grants to the
Employee restricted stock units (“Stock Units”)
covering [Units] shares (the “Shares”) of the
Company’s common stock (the “Common Stock”). Each
Stock Unit represents one share of Common Stock.
2.
Vesting Schedule .
(a) Subject to the
Employee’s not experiencing a Termination (as defined in the
Plan) from the Company or its subsidiaries for any reason during
the following vesting period, the interest of the Employee in the
Stock Units shall vest, and Shares shall be issued in accordance
with Section 3 below, as follows: 25% of the Shares shall vest
on each anniversary of the Grant Date for four years.
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Percentage of Total Shares Subject to Stock
Units for Which Stock Units are Vested |
| Date |
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and Issuable |
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[vest date 1]
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[Percentage 1] |
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[vest date 2]
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[Percentage 2] |
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[vest date 3]
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[Percentage 3] |
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[vest date 4]
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[Percentage 4] |
Therefore, provided the Employee has not ceased being an employee
of the Company or its subsidiaries prior to the close of business
on the fourth anniversary of the Grant Date, the interest of the
Employee in the Stock Units shall become fully vested on that date,
and all Shares will
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have
been issued in accordance with Section 3 below on or prior to
that date. Additional vesting may apply under the circumstances
specified in Section 4(c) below.
(b) Except as otherwise provided
for in this Agreement, if the Employee ceases to be employed by the
Company or its subsidiaries for any reason including as a result of
the Employee’s death or disability (within the meaning of
Section 22(e)(3) of the Code) prior to the end of the
Restriction Period (as defined below), all Stock Units granted
hereunder that have not vested by the Employee’s termination
date and that are held by the Employee as of such date shall be
forfeited by, and no further rights shall accrue to, the
Employee.
3.
Benefit Upon Vesting .
Upon the vesting of the Stock Units,
the Employee shall be entitled to receive, and the Company shall
issue to the Employee, a number of Shares equal to the number of
Stock Units that have vested on the applicable vesting date subject
to Section 7 below.
4.
Adjustment of Shares .
(a) The number of shares
issuable upon vesting of the Stock Units shall be adjusted
proportionately in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided under the
Stock Units upon the occurrence of a stock split or reverse stock
split of the Common Stock or a dividend payable to all holders of
the Common Stock in shares of Common Stock in accordance with the
provisions of Section 10.2 of the Plan.
(b) In the event of a
dissolution or liquidation of the Company all unvested Stock Units
shall terminate.
(c) In the event of a Change of
Control (as defined in the Plan), the Stock Units shall be subject
to the definitive agreement governing the Change of Control. Such
agreement, without the Employee’s consent, may provide
for:
(i) The
continuation of the Stock Units (but in each case adjusted to
reflect the transaction terms) by the Company if the Company is the
surviving corporation;
(ii) The
assumption, substitution or replacement of the Stock Units with
equivalent awards by the surviving corporation or its parent (but
in each case adjusted to reflect the transaction terms);
(iii) Accelerated
vesting of, and lapse of restrictions applicable to, the Stock
Units; or
(iv) The
settlement of the Stock Units (including the termination thereof)
in cash.
Except
for adjustments to reflect the transaction terms as referenced
above or, to the extent the Stock Units are subject to accelerated
vesting or lapse of restrictions approved by the Board of Directors
or the Compensation Committee upon specific events or conditions
(and then only to
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the
extent such acceleration benefits are reflected in the transaction
agreement, this Agreement or another written agreement between the
Employee and the Company), any Stock Units that are assumed,
substituted, replaced with equivalent awards or continued shall
continue following the transaction to be subject to the same
vesting or other restrictions that applied to the original Stock
Units.
5.
Restrictions .
Except as otherwise provided for in
this Agreement or applicable law, the Stock Units or rights granted
hereunder may not be sold, pledged or otherwise transferred until
the Stock Units become vested in accordance with Section 2 and
the Shares are issued under Section 3. The period of time
between the Grant Date and the final date all of the Stock Units
become fully vested is referred to herein as the “Restriction
Period.”
6.
No Stockholder Rights .
Stock Units represent hypothetical
shares of Common Stock. During the Restriction Period, the Employee
shall not be entitled to any of the rights or benefits generally
accorded to stockholders with respect to the Stock Units.
7.
Taxes .
(a) The Employee shall be liable
for any and all taxes of any nature and whether arising under U.S.,
state, local or foreign laws, including withholding taxes, interest
or penalties arising out of this grant, the vesting of Stock Units
hereunder, the transfer of Shares or other property in settlement
of the Stock Units, or any subsequent transfer or disposition of
the Shares or such property. In the event that the Company or the
Employee’s employer, including any affiliate or subsidiary
qualified to deduct tax at source (the “Employer”), is
required to withhold any amount (including in connection with
income tax, employment or payroll taxes, social security
contributions or other similar amounts, with such obligation in
aggregate referred to herein as the “Withholding
Obligation”) as a result of any event occurring in connection
with the Stock Unit, the Employee shall make a cash payment in U.S.
dollars to the Company as necessary to cover all applicable
Withholding Obligations at or prior to the time the event giving
rise to the Withholding Obligation occurs; provided that
(i) the Company has the right to withhold a portion of the
Shares otherwise to be delivered upon vesting of the Stock Units
having a Fair Market Value equal to the amount of Withholding
Obligation in accordance with such rules as the Company may from
time to time establish or (ii) the Company may establish
alternative procedures to ensure satisfaction of all applicable
Withholding Obligations arising in connection with the Stock Units,
including any means described in Sections 6.4(b) and
(c) of the Plan. The Employee will receive a cash refund for
any payment of cash or fraction of a surrendered share not
necessary to satisfy the Withholding Obligations.
(b) The Employee acknowledges
and agrees that the ultimate liability for any tax-related item
legally due by Employee is and remains the Employee’s
responsibility and that the Company and or the Employer
(i) make no representations nor undertakings regarding the
treatment of any such tax items in connection with any aspect of
this grant of Stock Units,
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