Exhibit 10.2
SHG HOLDING SOLUTIONS, INC.
RESTRICTED STOCK PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is entered into effective
as of December 27, 2005, between SHG Holding Solutions, Inc., a Delaware
corporation (the "Company"), and _______ (the "Participant").
1. RESTRICTED STOCK PLAN. This Agreement is entered into pursuant to the
terms of the SHG Holding Solutions, Inc. Restricted Stock Plan, as it may be
amended from time to time (the "Plan"), which is incorporated herein and made a
part hereof for all purposes. To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, the terms of the Plan shall
control and, if necessary, the applicable provisions of this Agreement shall be
deemed amended so as to carry out the purpose and intent of the Plan.
2. DEFINITIONS. All capitalized terms in this Agreement shall have the
meanings ascribed to them in the Plan unless otherwise defined in this
Agreement.
3. RESTRICTED STOCK. In order to encourage the Participant's contribution
to the successful performance of the Company, and in consideration of the
covenants and promises of the Participant herein contained, the Company hereby
grants to the Participant as of December 27, 2005 (the "Date of Grant"), a total
of _______ shares of Common Stock, subject to the conditions and restrictions
set forth below and in the Plan (the "Restricted Stock").
4. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Secretary of the Company (or his or her designee) until such shares
have vested in the Participant in accordance with Section 6. Each such
certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. The Participant, by executing this Agreement in the space
provided below, hereby acknowledges (a) that, as a material inducement to the
grant of this Award under the Plan, the Secretary of the Company (or his or her
designee) is so appointed as the escrow holder with the authority to hold said
certificates and stock powers in escrow and to take all such actions and to
effectuate all transfers of vested Restricted Stock or releases as are in
accordance with the terms of this Agreement or the Plan and (b) that the
appointment is coupled with an interest, and that it accordingly will be
irrevocable. The escrow holder will not be liable to the Participant (or to any
other party) for any actions or omissions unless the escrow holder is grossly
negligent. The escrow holder may rely upon any letter, notice, or other document
executed by any signature purported to be genuine.
5. RESTRICTIONS ON TRANSFER BEFORE VESTING. The shares of Restricted Stock
granted hereunder to the Participant are subject to Section 9.4 of the Plan
during the period from the Date of Grant until they have become vested in the
Participant in accordance with the provisions of Section 6.
6. VESTING OF RESTRICTED STOCK. All restrictions (other than those set
forth in the Investor Stockholder Agreement referred to in Section 11, which
shall continue in effect without regard to whether any Restricted Stock has
vested) shall lapse and the Restricted Stock shall vest as follows:
(a) The Participant shall become vested as to:
(i) 25% of the total number of shares of Restricted Stock on December
27, 2005;
(ii) an additional 25% of the total number of shares of Restricted
Stock on December 27, 2006;
(iii) an additional 25% of the total number of shares of Restricted
Stock on December 27, 2007; and
(iv) the remaining 25% of the total number of shares of Restricted
Stock on December 27, 2008;
provided, however, that the Participant shall not vest pursuant to this Section
6(a) in shares of Restricted Stock if the Participant has not been continuously
employed by the Company or one of its subsidiaries from the date of this
Agreement through such vesting date and such shares shall be forfeited.
(b) All shares of Restricted Stock shall, unless previously forfeited,
become vested upon the occurrence of a Sale of the Company.
7. TERMINATION OF EMPLOYMENT; FORFEITURE OF UNVESTED RESTRICTED STOCK. If
the Participant ceases to be an employee of the Company or one of its
subsidiaries for any reason, then the shares of Restricted Stock that have not
previously vested in accordance with Section 6 above as of the date of such
termination, shall be forfeited by the Participant to the Company.
8. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall be
construed to:
(a) give the Participant any right to be awarded any further restricted
stock other than in the sole discretion of the Committee;
(b) give the Participant or any other person any interest in any fund or in
any specified asset or assets of the Company or any Subsidiary; or
(c) confer upon the Participant the right to continue in the employment or
service of the Company or any of its subsidiaries, or affect the right of the
Company or any of its subsidiaries to terminate the employment or service of the
Participant at any time or for any reason.
9. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may
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not assign any rights or obligations under this Agreement except to the extent
and in the manner expressly permitted herein.
10. SECURITIES ACT. The Company will not be required to deliver any shares
of Common Stock pursuant to this Agreement if, in the opinion of counsel for the
Company, such issuance would violate the Securities Act of 1933 or any other
applicable federal or state securities laws or regulations. The Company may
require that the Participant, prior to the issuance of any such shares pursuant
to this Agreement deliver to the Company a written statement ("Investment
Letter"), in form and content acceptable to the Company, in its sole discretion,
stating (i) that the Participant is purchasing the shares for investment and not
with a view to the sale or distribution thereof, and (ii) that the Participant
will not sell any shares of the Company that the Participant may then own or
thereafter acquire except pursuant to a registered offering or a valid exemption
from registration. Any stock certificates issued pursuant to this Agreement
shall bear a restrictive legend as follows:
THIS STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL OTHER APPLICABLE SECURITIES LAWS.
11. INVESTOR STOCKHOLDER AGREEMENT. The Participant is a party to the
Investor Stockholder Agreement dated as of December 27, 2005 among the Company
and the stockholders named therein; the shares of Common Stock transferred to
the Participant hereunder are subject to that agreement and shall remain subject
to that agreement following vesting.
12. FEDERAL AND STATE TAXES. Any amount of Common Stock that is payable or
transferable to the Participant hereunder may be subject to the payment of or
reduced by any amount or amounts which the Company is required to withhold under
the then applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), or its successors, or any other federal, state or local tax
withholding requirement. The Participant may, in his or her discretion, make the
election permitted by Section 83(b) of the Code with respect to the grant of
Restricted Stock pursuant to this Agreement. When the Company is required to
withhold any amount or amounts under the applicable provisions of the Code, the
Participant shall either pay to the Company, in cash or by certified or
cashier's check, an amount equal to the taxes required to be withheld, or the
Participant shall authorize (in writing) the Company to withhold from the
payments to the Participant in an amount equal to the amount of federal, state
or local taxes required to be withheld.
13. GOVERNING LAW. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware.
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This Agreement is executed and delivered, in duplicate, pursuant to the
Plan, the provisions of which are incorporated herein by reference.
SHG HOLDING SOLUTIONS, INC.
By:
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Name and Title:
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Print Name:
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