Exhibit 10.14
Award Number:
Grantee Name:
KINETIC CONCEPTS,
INC.
2008 OMNIBUS STOCK INCENTIVE
PLAN
INTERNATIONAL 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 (including Appendices A and B), and hereby grants such
Restricted Stock Units. Each Restricted Stock Unit
represents a hypothetical share 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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Taxes in
Connection With the Grant or Vesting of the Award
. Regardless of any
action the Company or Grantee’s employer
(“Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other
tax-related withholding (“Tax-Related Items”), Grantee
acknowledges that the ultimate liability for all Tax-Related Items
legally due by Grantee is and remains Grantee’s
responsibility and that the Company and/or the Employer
(1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of
the Restricted Stock Units, including, but not limited to, the
grant, vesting or settlement of the Restricted Stock Units, the
issuance of Stock upon settlement of the Restricted Stock Units,
the subsequent sale of Stock acquired pursuant to such issuance and
the receipt of any dividends; and (2) do not commit to
structure the terms of the grant or any aspect of the Restricted
Stock Units to reduce or eliminate Grantee’s liability for
Tax-Related Items.
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Prior to the
relevant taxable event, Grantee shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, Grantee
authorizes the Company and/or the Employer, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items
legally payable by Grantee by one or a combination of the
following:
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withholding
from Grantee’s wages or other cash compensation paid to
Grantee by the Company and/or the Employer; or
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withholding
from proceeds of the sale of Stock acquired upon vesting/settlement
of the Restricted Stock Unit; or
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arranging for
the sale of Stock issued upon vesting/settlement of the Restricted
Stock Units (on Grantee’s behalf and at Grantee’s
direction pursuant to this authorization); or
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withholding in
shares of Stock issued upon vesting/settlement of the Restricted
Stock Units, provided that the Company only withholds the amount of
Stock necessary to satisfy the minimum statutory withholding amount
or such other amount as may be necessary to avoid adverse
accounting treatment.
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If the
obligation for Tax-Related Items is satisfied by withholding in
Stock, Grantee is deemed to have been issued the full number of
shares of Stock subject to the vested Restricted Stock Units,
notwithstanding that a number of the shares of Stock are held back
solely for the purpose of paying the Tax-Related Items due as a
result of any aspect of the Restricted Stock Units.
Finally,
Grantee shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required
to withhold as a result of Grantee’s participation in the
Plan that cannot be satisfied by the means previously
described. The Company may refuse to deliver the Stock
if Grantee fails to comply with Grantee’s obligations in
connection with the Tax-Related Items as described in this
section.
3. Adjustments
. The Award and all rights and obligations under the
Award Agreement are subject to Section 3 of the Plan.
4. Notice
. Whenever any notice is required or permitted
hereunder, such notice shall be in writing and shall be given by
personal delivery, facsimile, first class mail, certified or
registered with return receipt requested. Any notice
required or permitted to be delivered hereunder shall be deemed to
have been duly given on the date that it is personally delivered
or, whether actually received or not, on the fifth business day
after depositing in the post or 24 hours after transmission by
facsimile to the respective parties named below.
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Kinetic
Concepts, Inc.
Attn.: Chief Financial
Officer
8023 Vantage
Drive
San Antonio,
TX 78230
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U.S.A.
Phone: 1- (210)
255-6494
Fax: 1- (210)
255-6997
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[Name of
Grantee] ________________________________________
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[Address] ________________________________________________
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Facsimile:
________________________________________________
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Either party may change such party’s
address for notices by duly giving notice pursuant
hereto.
5. Compliance with
Laws .
(a) Stock (to the
extent payable hereunder) shall not be issued pursuant to the Award
granted hereunder unless the issuance and delivery of such Stock
pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the U.S. Securities Act of 1933, as
amended, the U.S. Exchange Act and the requirements of any stock
exchange upon which the Stock may then be listed, and any
applicable local laws, and shall be further subject to the approval
of counsel for the Company with respect to such
compliance. The Company shall be under no obligation to
effect the registration pursuant to the U.S. Securities Act of
1933, as amended, of any interests in the Plan or any Stock to be
issued hereunder or to effect similar compliance under any state
laws.
(b) All certificates
for Stock delivered under the Plan (to the extent applicable) shall
be subject to such stock-transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations,
and other requirements of the U.S. Securities and Exchange
Commission, any stock exchange upon which the Stock may then be
listed, and any applicable federal, state or local securities law,
and the Administrator may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such
restrictions. The Administrator may require, as a
condition of the issuance and delivery of certificates evidencing
shares of Stock pursuant to the terms hereof, that the recipient of
such Stock make such agreements and representations as the
Administrator, in its sole discretion, deems necessary or
desirable.
6. Protections
Against Violations of Agreement . No purported sale,
assignment, mortgage, hypothecation, transfer, pledge, encumbrance,
gift, transfer in trust (voting or other) or other disposition of,
or creation of a security interest in or lien on, any of the Stock
underlying the Award by any holder thereof in violation of the
provisions of the Award Agreement, the Plan or the Articles of
Incorporation or the Bylaws of the Company, will be valid, and the
Company will not transfer any such Stock on its books nor will any
such Stock be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with such
provisions to the satisfaction of the Company. The
foregoing restrictions are in addition to and not in lieu of any
other remedies, legal or equitable, available to enforce said
provisions.
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The Plan is
established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by
the Company at any time, unless otherwise provided in the Plan and
this Award Agreement;
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The grant of
the Award is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted
Stock Units, or benefits in lieu of Restricted Stock Units, even if
Restricted Stock Units have been granted repeatedly in the
past;
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All decisions
with respect to future grants of Restricted Stock Units, if any,
will be at the sole discretion of the Company;
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Participation
in the Plan is voluntary;
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The Award is an
extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the
Subsidiary (or Affiliate), and which is outside the scope of the
Grantee’s employment contract, if any;
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The Award is
not a part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or
similar payments;
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Neither the
Award nor any provision of this Award Agreement, the Plan or the
policies adopted pursuant to the Plan confer upon the Grantee any
right with respect to employment or continuation of current
employment, and in the event that the Grantee is not an employee of
the Company and the Subsidiary (or Affiliate), the Award shall not
be interpreted to form an employment contract or relationship with
the Company and the Subsidiary (or Affiliate);
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The future
value of the underlying Stock is unknown and cannot be predicted
with certainty;
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If the Grantee
receives Stock, the value of such Stock acquired on vesting of the
Award may increase or decrease in value;
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In
consideration of the grant of the Award, no claim or entitlement to
compensation or damages shall arise from termination of the Award
or diminution in value of the Award resulting from termination of
the Grantee’s active employment by the Company or the
Subsidiary (or Affiliate) (for any reason whatsoever and whether or
not in breach of local labor laws) and the Grantee shall release
the Company and the Subsidiary (or Affiliate) from any such claim
that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, then,
by signing this Award Agreement, the Grantee shall be deemed
irrevocably to have waived the Grantee’s entitlement to
pursue such claim;
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Notwithstanding
any terms or conditions of the Plan to the contrary, in the event
of involuntary termination of the Grantee’s employment
(whether or not in breach of local labor laws), the Grantee’s
right to receive the Award and vest in Restricted Stock Units under
the Plan, if any, will terminate effective as of the date that the
Grantee is no longer actively employed and will not be extended by
any notice period mandated under local law ( e.g. , active
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