NOVOSTE CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
To: Xxxxxxx X. Xxxxxxx III
We are pleased to notify you that, by the determination of the Stock
Option and Compensation Committee of Novoste Corporation (the "Company"), 25,000
shares of common stock, $.01 par value per share (the "Restricted Stock"), of
the Company have this 1st day of July, 1999 been awarded to you, subject to the
terms and conditions set forth below. Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Employment Agreement, dated
April 23, 1998, between the Company and you (the "Employment Agreement").
In consideration of the Company's accepting this Restricted Stock
Award Agreement (this "Agreement") and awarding to you the shares of Restricted
Stock provided for herein, you hereby agrees with the Company as follows:
1. Restricted Stock.
During the period of time that any of the shares of Restricted Stock
are unvested as set forth below, the shares of Restricted Stock awarded to you
pursuant to this Agreement that shall not have vested shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, except by
will or the laws of descent and distribution, or as provided in this Agreement.
Shares of Restricted Stock shall vest as follows: 1.
(i) 33% of the total number of shares of Restricted Stock subject
to this Agreement on July 1, 2000;
(ii) 33% of the total number of shares of Restricted Stock subject
to this Agreement on July 1, 2001; and
(iii) 33% of the total number of shares of Restricted Stock subject
to this Agreement on July 1, 2002;
provided, however, that on any such date, you are then employed by the Company
under the Employment Agreement.
Notwithstanding the foregoing, upon the occurrence of (i) a Change
in Control (as such term is defined in the Company's Amended and Restated Stock
Option Plan) of the Company so long as you are then employed by the Company
under the Employment Agreement or (ii) the termination of your employment with
the Company (x) by the Company without Cause or without Unsatisfactory
Performance or
(y) by you for Good Reason, all restrictions on shares of Restricted Stock set
forth in this Section shall immediately lapse.
2. Death, Disability and Certain Types of Termination of Employment.
If you cease to be an employee of the Company due to (i) your death,
(ii) your disability (as such term is defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), (iii) the termination of
your employment by the Company for Cause or (iv) the termination of your
employment by you without Good Reason, you (or in the event of your death, your
legatee or legatees under your Last Will, or your personal representatives or
distributees) shall only retain ownership of those shares of Restricted Stock
that are vested and unrestricted in accordance with Section 1 hereof; all
remaining unvested and restricted shares of Restricted Stock shall be forfeited.
3. Stock Certificates.
You hereby acknowledge that any certificates evidencing shares of
Restricted Stock of the Company issued pursuant to this Agreement shall bear the
following restrictive legends:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT FOR THESE SHARES OR AN OPINION OF THE
CORPORATION'S COUNSEL THAT REGISTRATION IS NOT REQUIRED.
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
RESTRICTIONS ON TRANSFER AND POTENTIAL FORFEITURE PURSUANT TO THE
PROVISIONS OF THE RESTRICTED STOCK AWARD AGREEMENT, DATED JULY 1,
1999, BETWEEN THE COMPANY AND XXXXXXX X. XXXXXXX III, WHICH IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF NOVOSTE
CORPORATION.
4. Rights with Respect to Shares.
The undersigned shall have, after issuance of certificates for the
number of shares of Restricted Stock awarded, ownership of all such shares,
including the right to vote the same and to receive dividends or other
distributions made or paid with respect to such Restricted Stock, subject,
however, to the restrictions imposed thereon pursuant to this Agreement.
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5. Governing Law.
This Agreement shall be construed in accordance with, and any
dispute arising in connection herewith shall be governed by, the internal laws
of the State of Florida.
6. Amendments.
This Agreement may not be amended, modified or terminated except by
a writing signed by the Company and you.
Sincerely yours,
NOVOSTE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman of the Board
Agreed to, acknowledged and accepted this
1st day of July, 1999.
/s/ Xxxxxxx X. Xxxxxxx III
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Xxxxxxx X. Xxxxxxx III
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