EXHIBIT 10.35
RESTRICTED STOCK AGREEMENT
Non-transferable
GRANT TO
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("Grantee")
by CTI Molecular Imaging, Inc. (the "Company") of
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shares of its common stock, $0.01 par value (the "Shares")
pursuant to and subject to the provisions of the CTI Molecular Imaging, Inc.
2002 Long-Term Incentive Plan (the "Plan") and to the terms and conditions set
forth on the following page (the "Terms and Conditions").
Unless sooner vested in accordance with Section 3 of the Terms and
Conditions, the restrictions imposed under Section 2 of the Terms and
Conditions will expire as to the following percentage of the Shares awarded
hereunder, on the following respective dates:
Date of Expiration
Percentage of Shares of Restrictions
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___% 1st Anniversary of Grant Date
___% 2nd Anniversary of Grant Date
___% 3rd Anniversary of Grant Date
___% 4th Anniversary of Grant Date
IN WITNESS WHEREOF, CTI Molecular Imaging, Inc., acting by and through
its duly authorized officers, has caused this Agreement to be executed as of
the Grant Date.
CTI Molecular Imaging, Inc.
By:
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Its: Authorized Officer
Grant Date:
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Accepted by Grantee:
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TERMS AND CONDITIONS
1. Grant of Shares. CTI Molecular Imaging, Inc. (the "Company")
hereby grants to the Grantee named on Page 1 hereof ("Grantee"), subject to the
restrictions and the other terms and conditions set forth in the CTI Molecular
Imaging, Inc. 2002 Long Term Incentive Plan (the "Plan") and in this award
agreement (this "Agreement"), the number of shares indicated on Page 1 hereof
of the Company's $0.01 par value common stock (the "Shares"). Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the Plan.
2. Restrictions. The Shares are subject to each of the following
restrictions. "Restricted Shares" mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then expired or
terminated. Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered. If Grantee's
employment with the Company or any Affiliate terminates for any reason other
than as set forth in paragraph (b) or (c) of Section 3 hereof (including,
without limitation, Grantee's Retirement), then Grantee shall forfeit all of
Grantee's right, title and interest in and to the Restricted Shares as of the
date of employment termination, such Restricted Shares shall revert to the
Company immediately following the event of forfeiture. The restrictions imposed
under this Section shall apply to all shares of the Company's common stock or
other securities issued with respect to Restricted Shares hereunder in
connection with any merger, reorganization, consolidation, recapitalization,
stock dividend or other change in corporate structure affecting the common
stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following (the
period prior to such expiration being referred to herein as the "Restricted
Period"):
(a) As to the percentages of the Shares on the dates specified on page
1 hereof; or
(b) The date of termination of Grantee's employment by reason of death
or Disability; or
(c) The date of termination of Grantee's employment by the Company
without Cause, or Grantee's resignation for Good Reason, within 24 months after
the occurrence of a Change of Control.
4. Delivery of Shares. The Shares will be registered in the name of
Grantee as of the Grant Date of Grant and will be held by the Grantee during
the Restricted Period in certificated or uncertificated form. If a certificate
for Restricted Shares is issued during the Restricted Period with respect to
such Shares, such certificate shall be registered in the name of Grantee and
shall bear a legend in substantially the following form (in addition to any
legend required under applicable state securities laws):
"This certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture and restrictions against transfer)
contained in a Restricted Stock Agreement between the registered owner of the
shares represented hereby and CTI Molecular Imaging, Inc. Release from such
terms and conditions shall be made only in accordance with the provisions of
such Agreement, copies of which are on file in the offices of CTI Molecular
Imaging, Inc."
Stock certificates for the Shares, without the first above legend, shall be
delivered to Grantee or Grantee's designee upon request of Grantee after the
expiration of the Restricted Period, but delivery may be postponed for such
period as may be required for the Company with reasonable diligence to comply
if deemed advisable by the Company, with registration requirements under the
1933 Act, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the Shares
during and after the Restricted Period. If Grantee forfeits any rights he may
have under this Agreement in accordance with Section 3, Grantee shall no longer
have any rights as a stockholder with respect to the Restricted Shares or any
interest therein and Grantee shall no longer be entitled to receive dividends
on such stock. In the event that for any reason Grantee shall have received
dividends upon such stock after such forfeiture, Grantee shall repay to the
Company any amount equal to such dividends.
6. Changes in Capital Structure. The provisions of the Plan shall apply
in the case of a change in the capital structure of the Company. Without
limiting the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), a declaration of a dividend payable in Stock, or a combination
or consolidation of the outstanding Stock into a lesser number of shares, the
Shares then subject to this Agreement shall automatically be adjusted
proportionately.
7. No Right of Continued Employment. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any Affiliate to
terminate Grantee's employment at any time, nor confer upon Grantee any right to
continue in the employ of the Company or any Affiliate.
8. Payment of Taxes.
(a) Upon issuance of the Shares hereunder, Grantee may make an
election to be taxed upon such award under Section 83(b) of the Code. To effect
such election, Grantee may file an appropriate election with Internal Revenue
Service within thirty (30) days after award of the Shares and otherwise in
accordance with applicable Treasury Regulations.
(b) Grantee will, no later than the date as of which any amount
related to the Shares first becomes includable in Grantee's gross income for
federal income tax purposes, pay to the Company, or make other arrangements
satisfactory to the Committee regarding payment of, any federal, state and
local taxes of any kind (including Grantee's FICA obligation) required by law
to be withheld with respect to such amount. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company, and, where applicable, its Affiliates will, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate this Agreement
without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested
(i.e., as if all restrictions on the Shares hereunder had expired) on the date
of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.
11. Successors. This Agreement shall be binding upon any successor of the
Company, in accordance with the terms of this Agreement and the Plan.
12. Severability. If any one or more of the provisions contained in this
Agreement are invalid, illegal or unenforceable, the other provisions of this
Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.
13. Notice. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to:
CTI Molecular Imaging, Inc.
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Attn: President
or any other address designated by the Company in a written notice to Grantee.
Notices to Grantee will be directed to the address of Grantee then currently on
file with the Company, or at any other address given by Grantee in a written
notice to the Company.
