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Exhibit
10.26
RESTRICTED STOCK
AGREEMENT
OF
THE COOPER COMPANIES,
INC.
ISSUED PURSUANT TO THE
COOPER COMPANIES, INC.
2006 LONG TERM INCENTIVE
PLAN FOR NON-EMPLOYEE DIRECTORS
AGREEMENT dated this
th day of
, 20 by and between [Non-Employee
Director] (the “Director”) and The Cooper Companies,
Inc. (the “Company”).
Unless otherwise indicated
herein to the contrary, capitalized terms used in this Agreement
shall have the same meanings as set forth in the Company’s
2006 Long Term Incentive Plan for Non-Employee Directors (the
“Plan”).
WITNESSETH
:
WHEREAS, the Company has
adopted the Plan and the Director is a Non-Employee Director
eligible to participate therein;
WHEREAS, the Plan provides
for a grant to each Non-Employee Director on [each November 15
th
or upon election to the Board
of Directors] of the right to acquire restricted shares of common
stock of the Company, par value $0.10, subject to certain
conditions and restrictions;
WHEREAS, the number of shares
of restricted stock purchased by Director in accordance with this
grant is [the amount specified in Section 6(a) of the Plan]
(the “Restricted Stock”);
NOW, THEREFORE, the parties
agree as follows:
1. Certificate for
Restricted Stock . Director acquired Restricted Stock at a
price equal to $0.10 per share (the “Purchase Price”).
The amount of [$0.10 times the number of shares granted],
representing the aggregate purchase price of the Restricted Stock,
has previously been tendered to the Company by Director. The
Company has arranged for the issuance of a certificate in the name
of Director representing such shares of Restricted Stock. The
certificate evidencing such shares shall be held by the Company
during the Restricted Period (as such term is defined in
Section 4 below) and Director shall deliver to the Company an
executed stock power, endorsed in blank, with respect to such
shares. The certificate shall bear a legend referring to the terms,
conditions and restrictions applicable to the Restricted Stock as
set forth in the Plan and this Agreement.
2. Rights of a
Stockholder . Subject to Sections 5 and 6 hereof, Director
shall have, with respect to the Restricted Stock, all of the rights
of a stockholder of the Company, including the right to vote the
shares of Restricted Stock and the right to receive any cash
dividends with respect thereto. Notwithstanding the preceding, any
dividend paid in shares of stock shall be treated as additional
shares of Restricted Stock until such time as the shares of
Restricted Stock, with respect to which such dividend was paid,
become nonforfeitable pursuant to this Agreement.
3. Removal of
Restrictions . Restrictions on Restricted Stock will be removed
only upon the earlier to occur of (a) the average of the
closing prices of a share of common stock of the Company on the
principal stock exchange or market on which the shares are traded
(composite
1
quotations, as rounded to the nearest
whole cent) during any 30 consecutive trading days occurring after
[date of grant] attains [fair market value which is 10% higher than
option price], or (b) [the fifth anniversary of the date of
grant]. Notwithstanding the foregoing, restrictions shall not be
removed from the Restricted Stock prior to [the first anniversary
of the date of grant].
4. Cessation of
Service . In the event that Director ceases to serve as such,
any Restricted Stock which has not yet become nonforfeitable shall
do so immediately and all restrictions shall be removed therefrom
unless Director’s service as such is terminated for Cause or
Director fails to be re-nominated as a Director for Cause, in which
case all shares of Restricted Stock which have not become
nonforfeitable pursuant to Section 3 hereof shall be
forfeited. In the
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