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EXHIBIT 10.2
EMAGEON INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT,
made and entered into as of the ____ day of
______________, 200__, by and between
EMAGEON INC. ("the "COMPANY") and
______________________ (the "GRANTEE").
WITNESSETH:
WHEREAS, the Company maintains the Emageon Inc. 2005 Equity
Incentive
Plan (the "PLAN"), and the Grantee has been
selected by the Committee to receive
a Restricted Stock Award under the
Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and
the
Grantee, as follows:
1.
AWARD OF RESTRICTED STOCK
1.1 The
Company hereby grants to the Grantee an award of
_____________ Shares of restricted stock
("RESTRICTED STOCK"), subject to, and
in accordance with, the restrictions, terms
and conditions set forth in this
Agreement. The grant date of this award of
Restricted Stock is ___________ ____,
200___ ("GRANT DATE").
1.2 This
Agreement shall be construed in accordance and consistent
with, and subject to, the provisions of the
Plan (the provisions of which are
incorporated herein by reference) and,
except as otherwise expressly set forth
herein, the capitalized terms used in this
Agreement shall have the same
definitions as set forth in the Plan.
1.3 This Award
is conditioned on the Grantee's execution of this
Agreement. If this Agreement is not
executed by the Grantee and returned to the
Company within two months of the Grant
Date, it may be canceled by the Committee
resulting in the immediate forfeiture of
all Shares of Restricted Stock.
2.
RESTRICTIONS
2.1 Subject to
Section 2.2 below, if the Grantee remains employed
by the Company (or with respect to a
Director or consultant, continues to serve
as a Director or continues to provide
services to the Company, as determined by
the Committee in its discretion), the
Grantee shall become vested in all Shares
of the Restricted Stock on
___________________, (the "VESTING DATE"). On the
Vesting Date, Grantee shall own the Shares
of Restricted Stock free and clear of
all restrictions imposed by this
Agreement.
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2.2 If, prior
to the Vesting Date, Grantee has his/her employment
(or service as a Director or consultant)
terminated by reason of Disability, the
Restricted Stock shall become fully vested
and nonforfeitable as of the date of
Grantee's Disability. The Company shall
deliver certificate(s) for the
Restricted Stock, free and clear of any
restrictions imposed by this Agreement
to Grantee (or, in the event of death,
his/her surviving spouse or, if none, to
his/her estate) as soon as practical after
his/her date termination for
Disability. If, prior to the Vesting Date,
Grantee dies while actively employed
by the Company (or while serving as a
Director or consultant) or Grantee's
employment (or service as a Director or
consultant) is terminated for any other
reason, by the Grantee or the Company, the
Restricted Stock shall be forfeited.
2.3 The
Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered prior to
the date Grantee becomes vested in the
Restricted Stock.
3.
STOCK; DIVIDENDS; VOTING
3.1 The stock
certificate(s) evidencing the Restricted Stock shall
be registered on the Company's books in the
name of the Grantee as of the Grant
Date. The Company or its designee shall
retain physical possession or custody of
such stock certificate(s) or shall not
issue such certificate(s) until such time
as the Shares of Restricted Stock are
vested in accordance with Section 2 and,
if applicable, until the Grantee requests
delivery of the certificate(s). While
in its possession, the Company reserves the
right to place a legend on the stock
certificate(s) restricting the
transferability of such certificates and
ref
