Exhibit 10.11
Award Number:
Grantee Name:
KINETIC CONCEPTS,
INC.
2008 OMNIBUS STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the
“Award Agreement”) is made and entered into as of
_______________, 200__ (the “Date of Grant”), by and
between Kinetic Concepts, Inc., a Texas corporation (the
“Company”), and [_________________________] (the
“Grantee”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the
Company’s 2008 Omnibus Stock Incentive Plan (the
“Plan”). Where the context permits,
references to the Company or any of its Subsidiaries or Affiliates
shall include the successors to the foregoing.
Pursuant to the Plan, the Administrator has
determined that the Grantee is to be granted Restricted Stock
Units, subject to the terms and conditions set forth in the Plan
and herein, and hereby grants such Restricted Stock
Units. Each Restricted Stock Unit represents a
hypothetical shares of Stock and will, at all times the Award
Agreement is in effect, be equal in value to one share of
Stock.
1. Grant of
Restricted Stock Units . The Company hereby grants
to the Grantee [_______] Restricted Stock Units (the "Award") on
the terms and conditions set forth in the Award Agreement and as
otherwise provided in the Plan.
2. Terms and
Conditions of Award . The Award shall be subject to
the following terms, conditions and restrictions:
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Vesting. The Restricted Stock Units shall
vest at such time or times, and/or upon the occurrence of such
events as are set forth in Appendix A
hereto. Unless otherwise provided on Appendix A, if any
Restricted Stock Units do not vest at such time or times and/or
upon occurrence of the events specified in Appendix A,
then the Grantee shall immediately forfeit any rights to those
Restricted Stock Units and the Grantee shall have no further rights
thereto and such Restricted Stock Units shall immediately
terminate.
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Nontransferability. Restricted Stock Units and any
interest therein may not be sold, transferred, pledged,
hypothecated, assigned or otherwise encumbered or disposed of,
except by will or the laws of descent and distribution, to the
extent applicable. Any attempt to dispose of any
Restricted Stock Units in contravention of any such restrictions
shall be null and void and without effect.
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Rights as a
Shareholder . Restricted Stock Units represent
only hypothetical shares; therefore, the Grantee is not entitled to
any of the rights or benefits generally accorded to stockholders
with respect thereto, except upon vesting, to the extent provided
in Paragraph 2(d).
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Benefit Upon
Vesting . Upon
the vesting of a Restricted Stock Unit, the Grantee shall be
entitled to receive, within 30 days of the date on which such
Restricted Stock Unit vests, an amount in cash, shares of Stock or
a combination of the foregoing, as determined by the Administrator
in its sole discretion equal, per Restricted Stock Unit, to the sum
of (1) the Fair Market Value of a share of Stock on the date on
which such Restricted Stock Unit vests and (2) the aggregate amount
of cash dividends paid with respect to a share of Stock during the
period commencing on the Date of Grant and terminating on the date
on which such unit vests. If the Restricted Stock Unit
is to be settled in shares of Stock, the Company may either (i)
issue to the Grantee or the Grantee's personal representative a
stock certificate or (ii) deposit shares of Stock with an online
broker or other service provider contracted by the Company for such
purpose.
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Effect of
Termination of Employment or Service; or Change in
Control.
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If the
Grantee’s employment with or service to the Parent, the
Company or any of its Affiliates terminates for any reason, other
than by reason of Grantee’s death or Disability, the Grantee
shall immediately forfeit any rights to the Restricted Stock Units
that have not vested as of the date of termination, if any, the
Grantee shall have no further rights thereto and such Restricted
Stock Units shall immediately terminate.
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If the
Grantee’s employment with or service to the Parent, the
Company or any of its Affiliates terminates by reason of
Grantee’s death or Disability, with respect to Restricted
Stock Units that vest based on the passage on time, all outstanding
unvested Restricted Stock Units shall immediately vest and, with
respect to Restricted Stock Units that vest based on the attainment
of specified performance conditions, all outstanding unvested
Restricted Stock Units shall immediately vest as if the target
performance goals were met.
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If the
Grantee’s employment with or service to the Parent, the
Company or any of its Affiliates is terminated by the Company other
than for Cause within 24 months following a Change in
Control, with respect to Restricted Stock Units that vest
based on the passage on time, all outstanding unvested Restricted
Stock Units shall immediately vest and, with respect to Restricted
Stock Units that vest based on the attainment of specified
performance conditions, all outstanding unvested Restricted Stock
Units shall immediately vest as if the target performance goals
were met.
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