Exhibit 10.3
VASCULAR SOLUTIONS, INC.
RESTRICTED STOCK AWARD AGREEMENT
This
RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement
”) is made this _____ day of _____, _____, by and between
Vascular Solutions, Inc., a Minnesota corporation (the “
Company ”) and _____, an individual resident of _____,
_____ (“ Participant ”).
1.
Award . The Company hereby grants to
Participant a restricted stock award of _____ shares (the “
Shares ”) of Common Stock, par value $.01 per share,
of the Company according to the terms and conditions set forth
herein and in the Vascular Solutions Stock Option and Stock Award
Plan (the “ Plan ”). The Shares are Restricted
Shares granted under Section 15 of the Plan. A copy of the Plan
will be furnished upon request of Participant. With respect to the
Shares, Participant shall be entitled at all times on and after the
date of issuance of the Shares to exercise the rights of a
stockholder of Common Stock of the Company, including the right to
vote the Shares and the right to receive dividends on the
Shares.
2.
Vesting . Except as otherwise provided in
this Agreement, the Shares shall vest in accordance with the
following schedule:
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Anniversary of the
Date of Grant
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Percentage of Shares
Vested
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Second
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50%
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Third
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75%
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Fourth
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100%
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Notwithstanding the vesting
schedule above, all of the Shares shall vest upon a Change in
Control (as defined below) of the Company. The Company shall notify
the Participant in writing of this vesting within 10 days of the
Change in Control.
(a) A
“ Change in Control ” shall mean:
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(i) A
change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”), whether or not the
Company is then subject to such reporting requirement;
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(ii) Any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) (other than any employee benefit plan of
the Company or any entity which reports beneficial ownership of the
Company’s outstanding securities on Schedule 13G pursuant to
Rule 13d-1 under the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding
securities;
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(iii) The
Continuing Directors (as defined below) cease to constitute a
majority of the Company’s Board of Directors; provided that
such change is the direct or indirect result of a proxy fight and
contested election or elections for positions on the Board of
Directors;
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(iv) The
shareholders of the Company approve: (1) any consolidation or
merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of Company stock
would be converted into cash, securities, or other property, other
than a merger of the Company in which shareholders immediately
prior to the merger have the same proportionate ownership of stock
of the surviving corporation immediately after the merger; (2) any
sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the
assets of the Company; or (3) any plan of liquidation or
dissolution of the Company; or
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(v) The
majority of the Continuing Directors (as defined below) determine
in their sole and absolute discretion that there has been a Change
in Control of the Company.
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(b) “
Continuing Director ” shall mean any person who is a
member of the Board of Directors of the Company, while such person
is a member of the Board of Directors, who is not an Acquiring
Person (as defined herein) or an Affiliate or Associate (as defined
herein) of an Acquiring Person, or a representative of an Acquiring
Person or any such Affiliate or Associate, and who:
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(i) was
a member of the Board of Directors on the date of this Agreement as
first written above; or
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(ii) subsequently
becomes a member of the Board of Directors, if such person’s
initial nomination for election or initial election to the Board of
Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this Section, “
Acquiring Person ” shall mean any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of
such person, is the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company’s
then outstanding securities, but shall not include the Company, any
subsidiary of the Company, or any employee benefit plan of the
Company, or of any subsidiary of the Company, or any entity holding
shares of common stock organized, appointed, or established for, or
pursuant to the terms of, any such plan; and “
Affiliate ” and “ Associate ” shall
have the respective meanings described to such terms in Rule 12b-2
promulgated under the Exchange Act.
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3.
Restrictions on Transfer . Until the Shares
vest pursuant to Section 2 or Section 4 hereof, none of the Shares
may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance shall
be void and unenforceable against the Company, and no attempt to
transfer the Shares, whether voluntary or involuntary, by operation
of law or otherwise, shall vest the purported transferee with any
interest or right in or with respect to the Shares.
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4.
Forfeiture . If Participant ceases to be an
employee of the Company or its subsidiaries for any reason,
including termination, death or disability, prior to vesting of the
Share
