Exhibit 10.4
FORM OF
RESTRICTED STOCK UNIT AGREEMENT
FOR EMPLOYEES UNDER THE
NATIONAL DENTEX CORPORATION
AMENDED AND RESTATED 2001 STOCK PLAN
Name
of Participant:
No.
of Restricted Stock Units in Incentive Award:
Effective Incentive Award Date:
Pursuant to the National Dentex
Corporation Amended and Restated 2001 Stock Plan (the
“Plan”), National Dentex Corporation (the
“Company”) hereby grants to Participant named above,
who is an officer, or other employee of the Company or any of its
Subsidiaries, an incentive award (the “Incentive
Award”) of Restricted Stock Units (“RSUs”)
subject to the terms and conditions set forth herein and in the
Plan.
1. Vesting
Schedule . No portion of this Incentive Award may be
received until such portion shall have vested. Except as otherwise
set forth in this Agreement or in the Plan, the RSUs will vest on
the following basis, subject to continued employment with the
Company or a Related Corporation on each vesting date:
| |
|
|
|
Number of Restricted Stock Units |
|
Vesting Criteria |
| [Number or percentage of Incentive
Award] |
|
[Specify time-based and/or
performance-based
vesting criteria] |
In the event of a Change of Control
as defined in paragraph 9(D) of the Plan, this Incentive Award
shall become immediately vested whether or not this Incentive Award
or any portion thereof is vested at such time.
2. Issuance of
Stock under RSUs .
(a) Each
vested RSU entitles Participant to receive one share of the
Company’s Common Stock (the “Stock”) on the later
of (i) the vesting of such RSU, or (ii) if deferral is
permitted by the Committee and properly elected by Participant, at
the end of the deferral period specified by Participant. Assuming
no deferral period is permitted or elected, Stock will be issued as
soon as practicable upon vesting of the RSUs.
(b) Shares
of Stock underlying the RSUs shall be issued and delivered to
Participant in accordance with paragraph 2(a) and upon compliance
to the satisfaction of the Committee with all requirements under
applicable laws or regulations in connection with such issuance and
with the requirements hereof and of the Plan. The determination of
the Committee as to such compliance shall be final and binding on
Participant.
(c) Until
such time as shares of Stock have been issued to Participant
pursuant to paragraph 2(b) above, and except as set forth in
paragraph 2(d) below regarding dividends and dividend equivalents,
Participant shall not have any rights as a holder of the shares of
Stock underlying this Incentive Award including but not limited to
voting rights.
(d) In
the event of any cash dividends paid to holders of Stock, the
Company shall credit the account of the Participant on the dividend
payment date, with an additional number of RSUs equal to the number
of whole RSUs in such account multiplied by the dollar amount per
share of such dividend, divided by the “fair market
value” of the Stock (as determined in accordance with
paragraph 7(D) of the Plan) on such date, rounded to the nearest
whole unit.
3.
Term
