Exhibit 10.24
RESTRICTED STOCK GRANT NOTICE AGREEMENT
PURSUANT TO THE
SPHERIS HOLDING III, INC. STOCK INCENTIVE PLAN
Spheris Holding III, Inc. (the "Company"), pursuant to its Stock Incentive Plan
(the "Plan"), hereby grants to Holder the number of shares of Restricted Stock
set forth below at the Purchase Price set forth below. The Restricted Stock is
subject to all of the terms and conditions as set forth herein and in the Plan,
all of which are incorporated herein in their entirety. Capitalized terms not
otherwise defined herein shall have the same meaning as set forth in the Plan.
In the event of a conflict or inconsistency between the terms and provisions of
the Plan and the provisions of this Grant Notice, the Plan shall govern and
control.
HOLDER: ____________________________________________________
DATE OF GRANT: ____________________________________________________
VESTING COMMENCEMENT DATE ____________________________________________________
NUMBER OF SHARES
OF RESTRICTED STOCK: ____________________________________________________
PURCHASE PRICE (IF ANY): ____________________________________________________
VESTING SCHEDULE: The Restricted Stock shall vest in accordance with
the following schedule, subject to the Holder's
continued employment or service with the Company or
its Affiliates, as applicable:
The shares of Restricted Stock shall vest at a rate
of ___% per ___ on the ____ through _____________
anniversaries of the Vesting Commencement Date;
provided, however, that any shares of Restricted
Stock that have not vested prior to a Change in
Control shall immediately vest upon a Change in
Control.
TERMINATION OF
EMPLOYMENT OR SERVICE: In the event of the Holder's termination of
employment or service with the Company or its
Affiliates for any reason (i) all vesting with
respect to the Restricted Stock shall cease, and
(ii) at anytime following such termination, and upon
written notice to the Holder, the Company shall have
the right to repurchase from the Holder any unvested
shares of Restricted Stock at a purchase price equal
to the original Purchase Price paid for the
Restricted Stock, or if the original Purchase Price
is $0, such unvested Restricted Stock shall be
forfeited by Holder for no consideration.
83(B) ELECTION: Under Section 83 of the Code, the excess of the Fair
Market Value of the Restricted Stock on the date any
forfeiture restrictions applicable to such shares
lapse over the Purchase Price paid for those shares
will be reportable as ordinary income on the lapse
date. For this purpose, the term "forfeiture
restrictions" includes vesting provisions applicable
to the Restricted Stock. The Holder may elect under
Section 83(b) of the Code to be taxed at the time
the Restricted Stock is acquired, rather than when
and as such Restricted Stock ceases to be subject to
such forfeiture restrictions. Such election must be
filed with the Internal Revenue Service within
thirty (30) days after the date of this Agreement.
Even if the Fair Market Value of the Restricted
Stock on the date of this Agreement equals the
Purchase Price paid (and thus no tax is payable),
the election must be made to avoid adverse tax
consequences in the future.
THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS
EXHIBIT A HERETO. THE HOLDER UNDERSTANDS THAT
FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE
THIRTY (30) DAY PERIOD WILL RESULT IN THE
RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE
RESTRICTIONS LAPSE. THE HOLDER ACKNOWLEDGES THAT IT
IS THE HOLDER'S SOLE RESPONSIBILITY, AND NOT THE
COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION
83(B) OF THE CODE, EVEN IF THE HOLDER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.
ADDITIONAL TERMS: The Restricted Stock shall be subject to the
following additional terms:
- The Restricted Stock granted hereunder shall be
registered in the Holder's name on the books of
the Company, but the certificates evidencing
such Restricted Stock shall be retained by the
Company while the Restricted Stock remains
unvested or subject to the prohibition on
transfer set forth in Section 9 of the Plan,
and, in each case, for such additional time as
the Committee determines appropriate in its
reasonable discretion. Concurrently with the
execution of the Grant Notice by the Holder,
the Holder shall execute an Assignment Separate
from Certificate (in the form attached hereto
as Exhibit B) with respect to such Restricted
Stock.
- Upon vesting of the Restricted Stock, the
Holder will be required to satisfy applicable
withholding tax obligations as provided in the
Plan.
- Holder hereby grants Spheris Investment LLC
("Investment") Xxxxxx's irrevocable proxy, and
appoints Investment, or any designee or nominee
of Investment, as
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Xxxxxx's attorney-in-fact (with full power of
substitution and resubstitution), for and in
its name, place and stead, to (i) vote or act
by written consent with respect to the
Restricted Stock (whether or not vested) now or
hereafter owned by Holder (including the right
to sign its name (as a stockholder) to any
consent, certificate or other document relating
to the Company that Delaware law may require)
in connection with any and all matters,
including, without limitation, the election of
directors (other than any amendment to the Plan
that would require shareholder approval), and
(ii) if requested by the underwriters managing
any public offering of the Stock, execute a
lock-up agreement containing terms consistent
with Section 9 of the Plan. This proxy is
coupled with an interest and shall be
irrevocable, and Holder will take such further
action or execute such other instruments as may
be necessary to effectuate the intent of this
proxy. This proxy shall terminate upon the
expiration of the Lock-Up Period.
- Without limiting anything contained in this
Grant Notice or the Plan, the provisions of
Sections 7(b), 9 and 10 of the Plan are
incorporated herein by reference and made a
part hereof.
- This Grant Notice does not confer upon the
Holder any right to continue as an employee or
service provider of the Company or its
Affiliates.
- This Grant Notice shall be construed and
interpreted in accordance with the laws of the
State of Delaware, without regard to the
principles of conflicts of law thereof.
REPRESENTATIONS AND
WARRANTIES OF
THE HOLDER: The Holder hereby represents and warrants to the
Company that:
- the Holder understands that the Stock has not
been registered under the Securities Act, nor
qualified under any state securities laws, and
that it is being offered and sold pursuant to
an exemption from such registration and
qualification based in part upon such Xxxxxx's
representations contained herein; the shares of
Stock are being issued to the Holder hereunder
in reliance upon the exemption from such
registration provided by Rule 701 promulgated
under the Securities Act for stock issuances
under compensatory benefit plans such as the
Plan;
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- the Holder has been informed that the shares of
Stock are restricted securities under the
Securities Act and may not be resold or
transferred unless the shares of Stock are
first registered under the Federal securities
laws or unless an exemption from such
registration is available; and
- that the Holder is prepared to hold the shares
of Stock for an indefinite period and that the
Holder is aware that Rule 144 as promulgated
under the Securities Act, which exempts certain
resales of restricted securities, is not
presently available to exempt the resale of the
shares of Stock from the registration
requirements of the Securities Act.
THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN,
AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES
TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE AND THE PLAN.
SPHERIS HOLDING III, INC. HOLDER
By: By:
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Name: Name:
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Title: Date:
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Date:
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EXHIBIT A
ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN
GROSS INCOME IN YEAR OF TRANSFER UNDER CODE Section 83(b)
The undersigned hereby elects pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:
1. The name, address and taxpayer identification number of the undersigned are:
Name: _____________________________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
SS#: _____________________________________________________________________
2. Description of property with respect to which the election is being made:
The undersigned has received _______ shares of Common Stock of Spheris Holding
III, Inc. (the "Company").
3. The date on which property was transferred is ____________ __, _____.
4. The taxable year to which this election relates is calendar year _____.
5. The nature of the restriction(s) to which the property is subject is:
The property is subject to subject to vesting requirements based upon the
taxpayer's employment with the issuer.
6. Fair market value:
The aggregate fair market value at time of transfer (determined without regard
to any restrictions other than restrictions which by their terms will never
lapse) of the property with respect to which this election is being made is
$__________.
7. Amount paid for property:
The amount paid by taxpayer for the property is $_______.
8. Furnishing statement to employer:
A copy of this statement has been furnished to the Company, the employer of the
undersigned.
Dated:
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Taxpayer's Signature
EXHIBIT B
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED ____________ hereby sell(s), assign(s) and transfer(s) unto
Spheris Holding III, Inc. (the "Company"), ______________ (_____) shares of the
Common Stock of the Company standing in his or her name on the books of the
Company represented by Certificate No. _______________ herewith and do(es)
hereby irrevocably constitute and appoint _________________ Attorney to transfer
the said stock on the books of the Company with full power of substitution in
the premises.
Dated:
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Signature
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INSTRUCTION: Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.
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