Exhibit 10.39
Award Number:
Grantee Name:
KINETIC CONCEPTS, INC.
2004 EQUITY PLAN
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 2004 Equity 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 this 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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(a)
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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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(b)
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Certificate; Restrictive Legend. The Grantee
agrees 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. 2004
EQUITY 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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(c)
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Rights as a Shareholder . Subject to the
restrictions set forth in the Plan and this 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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(d)
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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 subject to the terms and conditions and
in the manner set forth in Appendix A
attached hereto.
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Promptly
after each lapse of Restrictions relating to the Restricted
Stock without forfeiture, and provided that the Grantee shall
have complied with his or her obligations under Paragraph 2(f)
hereof, the Company shall issue to the Grantee or the
Grantee's personal representative a stock certificate
representing a number of Shares, free of the restrictive
legend described in Paragraph 2(b), equal to the number of
Shares of Restricted Stock with respect to which such
restrictions have lapsed. 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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(e)
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Effect of Conduct Constituting Cause; Termination of Employment or
Service; or Change in Control.
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(i)
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If
at any time (whether before or after termination of employment or
service) the Administrator determines that the Grantee has engaged
in conduct that would constitute Cause for termination, the
Administrator may provide for the immediate forfeiture of the Award
(including any securities, cash or other property issued upon
settlement of the Award), whether or not the Restrictions on the
Shares of Restricted Stock have lapsed. Any such
determination by the Administrator shall be final, conclusive and
binding on all persons.
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(ii)
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If
the Grantee’s employment with or service to the Company, any
Subsidiary or affiliate thereof terminates for any reason, other
than by reason of the Grantee’s death or Disability, during
the Restricted Period, the Grantee shall immediately forfeit any
rights to the Shares of Restricted Stock with respect to which the
Restrictions have not lapsed and shall have no further rights
thereto.
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(iii)
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If
the Grantee’s employment with or service to the Company, any
Subsidiary or affiliate thereof terminates by reason of
Grantee’s death or Disability during the Restricted Period,
with respect to Restrictions that lapse based on the passage on
time, the Restrictions on all outstanding Restricted Stock with
respect to which the Restrictions have not lapsed shall immediately
lapse and, with respect to Restrictions that lapse based on
attainment of specified performance conditions, the Restrictions on
all outstanding Restricted Stock with respect to which the
Restrictions have not lapsed shall immediately lapse as if the
target performance goals were met.
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(iv)
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Upon
the occurrence of a Change in Control, Restrict
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