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EXHIBIT 10.1
EMAGEON INC.
2005 NON-EMPLOYEE DIRECTOR STOCK 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
Non-Employee
Director Stock 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 continues to
serve as a Director or continues to provide
services to the Company, as
determined by the Committee, the Grantee
shall become vested in all Shares of
the Restricted Stock on the first
anniversary of the Grant Date, (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 service as
a Director 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 serving as
a Director or Grantee's service as a
Director 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
referring to the terms and conditions
(including forfeiture) of thi
