Exhibit 10.8
Award Number:
Grantee Name:
KINETIC CONCEPTS,
INC.
2008 OMNIBUS STOCK INCENTIVE
PLAN
NON-EMPLOYEE
DIRECTOR
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK 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,
subject to the terms and conditions set forth in the Plan and
herein, and hereby grants such Restricted Stock.
1. Grant of
Restricted Stock . The Company hereby grants to the
Grantee [_______] shares of Restricted Stock (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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Restrictions. Restricted Stock and any interest
therein, may not be sold, transferred, pledged, hypothecated,
assigned or otherwise disposed of, except by will or the laws of
descent and distribution, during the Restricted
Period. Any attempt to dispose of any Restricted Stock
in contravention of any such restrictions (the "Restrictions")
shall be null and void and without effect.
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Certificate;
Restrictive Legend. The Grantee agrees that shares of Restricted
Stock ("Shares") may be issued to Grantee in book-entry form on the
Company's stock ledger until such time as the Restrictions may
lapse, at which time the Company may deposit such Shares with an
online broker or other service provider contracted by the Company
for such purpose. The Company may also issue
certificates representing Restricted Stock prior to the lapse of
Restrictions, provided that any certificate issued for Restricted
Stock prior to the lapse of any outstanding Restrictions relating
thereto shall be inscribed with the following legend:
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THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND
RESTRICTIONS AGAINST TRANSFER (THE "RESTRICTIONS"), CONTAINED IN
THE KINETIC CONCEPTS, INC. 2008 OMNIBUS INCENTIVE PLAN
AND THE RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO DISPOSE
OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY
WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.
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Rights as a
Shareholder . Subject to the restrictions set
forth in the Plan and the Award Agreement, including the
Restrictions set forth in Paragraphs 2(a) and 2(d), during the
Restricted Period, the Grantee shall possess all incidents of
ownership with respect to the Restricted Stock granted hereunder,
including the right to receive dividends with respect to such
Restricted Stock (provided however, that any dividends paid in
property other than cash shall be subject to the same restrictions
that apply to the underlying Restricted Stock) and the right to
vote such Restricted Stock.
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Lapse of
Restrictions. Except as may otherwise be provided
herein, the Restrictions on transfer set forth in Paragraph 2(a)
shall lapse on the third anniversary of the Date of Grant (the
"Restriction Period"). Unless otherwise provided herein,
if the Restrictions on any Shares have not lapsed at such time or
times and/or the occurrence of the events specified herein, then
the Grantee shall immediately forfeit any rights to those Shares
with respect to which such Restrictions have not lapsed and shall
have no further rights thereto.
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Promptly after each lapse of Restrictions
relating to the Restricted Stock, and provided that the Grantee
shall have complied with his or her obligations under Paragraph
2(f) hereof, the Company may either (i) issue to the Grantee or the
Grantee's personal representative a stock certificate representing
a number of Shares equal to the number with respect to which such
Restrictions have lapsed, free of the restrictive legend described
in Paragraph 2(b), or (ii) deposit Shares equal to the number with
respect to which such Restrictions have lapsed with an online
broker or other service provider contracted by the Company for such
purpose. If certificates representing such Restricted
Stock shall have theretofore been delivered to the Grantee, such
certificates shall be returned to the Company, complete with any
necessary signatures or instruments of transfer prior to the
issuance by the Company of such unlegended Shares.
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Effect of
Termination of Service; or Change in Control.
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In the event
the Grantee fails to be re-elected to serve as a Board member, then
for each full year such Grantee served as a Board member during the
Restriction Period, one-third (1/3) of the shares subject to
the Award shall be deemed fully vested, and the restrictions with
respect such vested shares shall l
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