HEALTHTRONICS, INC.RESTRICTED
STOCK AWARD AGREEMENT
This Restricted
Stock Award Agreement (the “ Agreement
”), made as of the _____ day of ______________, 20____ (the
“ Grant Date ”) by and between
HealthTronics, Inc. (the “ Company ”) and
________________________ (the “ Grantee
”), evidences the grant by the Company of an Award of
Restricted Stock (the “ Award ”) to the
Grantee on such date and the Grantee’s acceptance of the
Award in accordance with the provisions of the Company 2004 Equity
Incentive Plan, as amended or restated from time to time (the
“ Plan ”). The Company and the Grantee
agree as follows:
1.
Basis for Award . This Award is made under the Plan pursuant
to Section 9 thereof.
2.
Stock Awarded .
(a)
The Company hereby awards to the Grantee, in the aggregate,
____________ Shares (“ Restricted Stock
”), which shall be subject to the restrictions and conditions
set forth in the Plan and in this Agreement.
(b)
Each certificate issued in respect of the Restricted Stock shall be
registered in the Grantee’s name and deposited by the
Grantee, together with a share power endorsed in blank, with the
Company and shall bear the following (or a similar)
legend:
| |
“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON
STOCKREPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS(INCLUDING FORFEITURE) CONTAINED IN THE HEALTHTRONICS,
INC. 2004 EQUITY INCENTIVE PLAN AND THE RESTRICTED STOCK AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
HEALTHTRONICS, INC. IN RESPECT OF SUCH
STOCK.” |
At the
expiration of the restrictions, the Company shall redeliver to the
Grantee (or the Grantee’s legal representative, beneficiary
or heir) share certificates for the Restricted Stock deposited with
it without any legend except as otherwise provided by the Plan,
this Agreement or as otherwise required by applicable law. The
Grantee shall have the right to receive dividends on and to vote
the Restricted Stock while it is held in custody except as
otherwise provided by the Plan. Notwithstanding the foregoing, the
Company shall retain custody of all securities or other property
(other than regular cash dividends) distributed by the Company in
respect of the Restricted Stock (“ Retained
Distributions ”) subject to the restrictions set
forth in this Agreement and such Retained Distributions shall be
subject to the same restrictions on terms and conditions as are
applicable to such Restricted Stock.
(c)
Except as provided in the Plan or this Agreement, the restrictions
on the Restricted Stock covered by this Agreement are that the
stock will be forfeited by the Grantee and all of the
Grantee’s rights to such stock shall immediately terminate
without any payment or consideration by the Company, in the event
of any sale, assignment, transfer, hypothecation, pledge or other
alienation of such Restricted Stock made or attempted, whether
voluntary or involuntary, and if involuntary whether by process of
law in any civil or criminal suit, action or proceeding, whether in
the nature of an insolvency or bankruptcy proceeding or
otherwise.
3.
Vesting . The restrictions described in Section 2 of
this Agreement will lapse with respect to _________ shares of the
Restricted Stock on the _________ anniversary of the Grant Date,
with respect to _________ shares of the Restricted Stock on the
_________ anniversary of the Grant Date, with respect to _________
shares of the Restricted Stock on the _________ anniversary of the
Grant Date and _________ shares of the Restricted Stock on the
_________ anniversary of the Grant Date, provided the Grantee is
still employed by the Company (or any Parent or Subsidiary) on such
vesting dates. Notwithstanding the above, vesting of the shares of
Restricted Stock shall be accelerated and
|
