EXHIBIT 10.1
CHRONIMED INC.
RESTRICTED STOCK AWARD AGREEMENT FOR OFFICERS
UNDER THE 2001 STOCK INCENTIVE PLAN
This RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is entered
into by and between CHRONIMED INC. (the "COMPANY") and _________________ (the
"RECIPIENT"), effective as of ________, 200__ (the "GRANT DATE").
The Company hereby awards to the Recipient a Restricted Stock Award for
_________________ (________) shares of Common Stock (the "RESTRICTED STOCK")
under the Chronimed Inc. 2001 Stock Incentive Plan (the "PLAN"), under the
following terms and conditions.
1. GOVERNING PLAN. This Agreement is governed by the Plan which is
incorporated into this Agreement by reference. Capitalized terms used
but not otherwise defined in this Agreement have the meanings set forth
in the Plan. The Recipient agrees to be bound by the terms and
conditions of the Plan, which control in case of any conflict with this
Agreement, except as otherwise specifically provided for in the Plan.
2. PURCHASE PRICE. The Recipient shall not be required to pay any
consideration for the Restricted Stock.
3. ISSUANCE OF RESTRICTED STOCK; VESTING; DIVIDEND AND VOTING RIGHTS. The
shares of Restricted Stock awarded under this Agreement will be issued
in the form of a Common Stock certificate upon the Grant Date (a
"Restricted Share Certificate"). Upon vesting of shares represented by
a Restricted Share Certificate, as described in Section 3.1, Recipient
will surrender the affected Restricted Share Certificate and receive a
certificate for the vested shares (a "Vested Share Certificate") and a
replacement Restricted Share Certificate representing remaining
unvested shares. A Vested Share Certificate and any Restricted Share
Certificate shall be delivered to the Recipient as soon as
administratively feasible, but in no event more than 15 days following
the vesting date and Recipient's surrender of an affected Restricted
Share Certificate.
3.1 VESTING. The Recipient will vest in the right to receive
shares of Restricted Stock, free from the restrictions of this
Agreement, in accordance with the following vesting schedule,
unless vesting is accelerated as provided in Section 3.2:
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VESTING DATE VESTED PORTION OF RESTRICTED STOCK AWARD
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First Anniversary of Grant Date _________ shares
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Second Anniversary of Grant Date _________ shares
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Third Anniversary of Grant Date _________ shares
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Fourth Anniversary of Grant Date _________ shares
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3.2 ACCELERATION. The Fair Market Value of the Common Stock as of
the Grant Date was $______ per share. If for a period of five
consecutive trading days occurring at any time after the Grant
Date, the Fair Market Value of Common Stock has been equal to
or greater than $______ (a price which is 60 percent greater
than the Fair Market Value of the Common Stock on the Grant
Date) then, on the first date that this requirement is
satisfied, if the Recipient is then an employee of the
Company, this Restricted Stock Award and all portions of the
Restricted Stock Award that
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remain outstanding will become fully vested (if not already
vested) free of the restrictions of this Agreement.
Notwithstanding the foregoing, this Restricted Stock Award and
all portions of the Restricted Stock Award that remain
outstanding will become fully vested (if not already vested)
free of the restrictions of this Agreement upon the occurrence
of an Event.
3.3 DIVIDEND RIGHTS. At such time as a Vested Share Certificate is
delivered to the Recipient for vested shares of Restricted
Stock, the Company shall also deliver to the Recipient an
amount equal to the aggregate dividends that have been paid on
the shares represented by the Vested Share Certificate, with
respect to the record dates occurring on or after the Grant
Date, less any required withholding taxes. No interest shall
be owed on the dollar amount so paid. In no event will any
accumulated dividend amount distributed with respect to
forfeited shares of Restricted Stock.
3.4 VOTING RIGHTS. The Recipient shall be entitled to cast votes
with respect to shares of Restricted Stock that have not been
forfeited without regard as to whether or not such shares of
Restricted Stock have vested.
4. TRANSFERABILITY; RESTRICTIVE LEGEND. Except as provided in or pursuant
to Section 8.12 of the Plan, unvested shares of Restricted Stock are
not transferable except by will or the laws of descent and distribution
or as otherwise permitted by the Administrator in its sole discretion.
Vested shares of Restricted Stock are freely transferable.
Notwithstanding the foregoing, unless otherwise permitted under Section
8 of this Agreement, vested shares of Restricted Stock issued to a
person subject to Section 16 of the Securities Exchange Act of 1934
shall not be sold, assigned or otherwise transferred until at least six
months and one day have elapsed from the date on which the shares of
Restricted Stock vested. Restricted Share Certificates shall bear an
appropriate legend referring to the vesting, forfeiture and
transferability restrictions imposed on shares of Restricted Stock
pursuant to this Agreement.
5. TERMINATION OF EMPLOYMENT. Except as otherwise agreed to by the
Administrator and the Recipient in writing, in the event that the
Recipient's employment with the Company is terminated for any reason,
the Restricted Stock Award will terminate immediately and all portions
of the Restricted Stock Award then outstanding will terminate
immediately and be forfeited. For purposes of this Section 5, the
Recipient's employment does not terminate if the Recipient goes on a
military leave, a sick leave or another bona fide leave of absence, if
the leave was approved by the Company in writing. The Recipient's
employment terminates when the approved leave ends, unless the
Recipient immediately returns to active work.
6. NO GUARANTY OF EMPLOYMENT. This Agreement will in no way restrict the
right of the Company to terminate the Recipient's employment at any
time.
7. INVESTMENT REPRESENTATION; REGISTRATION LEGEND. Unless a registration
statement is in effect with respect to the shares of Restricted Stock
issued to the Recipient at the time of any vesting of the Restricted
Stock Award, the Recipient represents and agrees that all shares of
Restricted stock acquired by the Recipient under this Agreement will be
purchased for investment purposes only and not with a view to
distribution or resale. If a registration statement is not in effect
with respect to the shares of Restricted Stock issued to the Recipient
at the time of any vesting of the Restricted Stock Award, the Company
may require that an appropriate legend be inscribed on the face of any
certificate issued under this Agreement, indicating that transfer of
the shares is restricted for securities law purposes, and may place an
appropriate stop transfer order with the Company's transfer agent with
respect to such shares.
8. WITHHOLDING; TAXABLE INCOME. In any case where withholding is required
or advisable under federal, state or local law in connection with any
vesting of Restricted Stock under this Agreement, the Company is
authorized to withhold appropriate amounts from amounts otherwise
payable to the Recipient, or may require the Recipient to remit to the
Company an amount equal to such appropriate amounts. Notwithstanding
the foregoing, the Recipient may elect, if permitted by the
Administrator, to have the
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Company redeem a number of shares of Restricted Stock issued to the
Recipient on a vesting date by such number of shares equal to the
withholding taxes due at standard withholding rates. Where shares of
Restricted Stock are used to pay all or part of the withholding taxes,
the shares shall be valued at their Fair Market Value at the time of
payment.
9. MERGER; CONSOLIDATION OR OTHER EVENT. The terms of this Agreement are
subject to modification upon the occurrence of certain events as
described in Section 8.2 of the Plan.
10. MARKET STAND-OFF. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective
registration statement filed by the Securities Act, the Recipient shall
not directly or indirectly sell, make any short sale of, loan,
hypothecate, pledge, offer, grant or sell any option or other contract
for the purchase of, any option or other contract for the sale of, or
otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any Restricted Stock acquired
under this Agreement without the prior written consent of the Company
or its underwriters. Such restriction will be in effect for such period
of time following the date of the final prospectus for the offering as
may be requested by the Company or such underwriters. In no event,
however, shall such period exceed 180 days.
CHRONIMED INC.
ACCEPTED:
By ____________________________________
________________________________ Its ___________________________________
Recipient
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