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NationsHealth,
Inc.
2005 Long-Term Incentive
Plan
Restricted Stock Unit
Agreement
NATIONSHEALTH,
INC. , a Delaware corporation (the “Company”),
hereby grants to the Participant named below Restricted Stock Units
with respect to shares of its common stock (the
“Shares”). The terms and conditions of this award of
Restricted Stock Units are set forth in this Restricted Stock Unit
Agreement (the “Agreement”), and in the NationsHealth,
Inc. 2005 Long-Term Incentive Plan (the
“Plan”).
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Date of Award
Participant’s Name
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____________ ,
20 ___
__________________ SSN __________________
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Number of
Restricted
Stock Units
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_______________
Restricted Stock Units. For each vested Restricted Stock Unit, the
Participant shall receive:
Cash equal to the Fair Market Value of one Share (determined as of
the date that the Restricted Stock Unit becomes vested).
One Share.
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Vesting
Conditions
(Check
applicable
box(es))
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_______________
Restricted Stock Units shall vest upon achievement of the
Performance Objectives listed below.
_______________ Restricted Stock Units shall vest according to the
Vesting Schedule below.
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Performance
Objectives
(Subject to Section 4.3
of the Plan)
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__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________.
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Date
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Percent
Vested *
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Date
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Percent
Vested *
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__________________
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__________________%
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__________________
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__________________%
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__________________
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__________________%
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__________________
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__________________%
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__________________
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__________________%
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__________________
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__________________%
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•
“Percent Vested” refers to the percentage of the
Award with respect to which the restrictions have ended.
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The Participant
_________ is / _________ is not eligible to receive payments
equivalent to dividends or other distributions with respect to the
Shares underlying Restricted Stock Units. Such payments (if the
Participant is eligible to receive them) shall:
be subject to forfeiture until the vesting date of the Restricted
Stock Units with respect to which the payments are made.
be unrestricted and paid as soon as practicable after the dividend
or distribution date.
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My
signature at the end of this Agreement indicates that I understand
and agree to the terms and conditions set forth in this Agreement
and the Plan. Initials: ______ Date:
____________
NationsHealth, Inc.
2005 Long-Term Incentive Plan
Restricted Stock Unit Agreement
Restricted Stock Unit
Agreement
This Agreement
evidences an award of Restricted Stock Units under the
NationsHealth, Inc. 2005 Long-Term Incentive Plan. The name of the
recipient, the number of Restricted Stock Units, and other variable
terms are set forth in the cover page, which is part of this
Agreement. The words “you,” “your,” and
similar terms refer to the Participant to whom this Restricted
Stock is awarded.
The Restricted Stock Units are
subject to the following terms and conditions:
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All capitalized
terms that are not otherwise defined in this Agreement have the
meanings set forth in the Plan, the text of which is incorporated
into this Agreement by reference. In case of any conflict between
this Agreement and the Plan, the terms of the Plan shall
control.
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Number of
Restricted Stock Units
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This Agreement
entitles you to the number of Restricted Stock Units set forth in
the cover page. Each Restricted Stock Unit has a value equal to the
Fair Market Value of one Share.
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The number of
Restricted Stock Units may be adjusted to reflect a stock split or
other corporate transaction or event, in the sole discretion of the
Committee.
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The Restricted
Stock Units ( i.e. , your rights to receive Shares or cash)
are subject to forfeiture until the Restricted Stock Units
vest.
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• With
respect to each Restricted Stock Unit, the period from the Date of
Award until the Restricted Stock Unit vests is referred to as the
Period of Restriction. The cover page indicates whether the
Restricted Stock Units vest (i) upon achievement of the
Performance Objectives set forth in the cover page and/or
(ii) according to the Vesting Schedule set forth in the cover
page.
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Ø
With respect to any unvested
Restricted Stock Units that vest according to the Vesting Schedule
set forth in the cover page, the vesting dates shown on the Vesting
Schedule shall be delayed by the number of days of any leave of
absence, except as otherwise required by law.
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Ø
With respect to any Restricted Stock
Units that vest upon achievement of Performance Objectives, the
Restricted Stock Units shall not vest until the Committee certifies
in writing that the applicable Performance Objectives and other
material terms of the Agreement have been satisfied.
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• In
addition, the Restricted Stock Units shall vest in the event of
your disability or a change in control of the Company to the extent
that accelerated vesting of Restricted Stock Units upon these
events is specifically provided for in a separate written agreement
between you and the Company.
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When any
Restricted Stock Units vest, t
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