EXHIBIT 10.3
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RESTRICTED STOCK AGREEMENT
The Compensation Committee (the "Committee") of the Board of Directors of
Chattem, Inc. ("Chattem") has selected as the recipient ("Recipient") of the
following described shares of restricted common stock (the "Restricted Shares")
in accordance with the following terms:
Administration: The Compensation Committee of the Board of Directors
of Chattem will administer the grant of Restricted
Shares.
Shares Subject to Grant: Chattem hereby awards the Recipient __________
Restricted Shares. Chattem shall instruct its transfer
agent to deliver certificates to the Recipient
representing the Restricted Shares as soon as
reasonably practicable. The certificate representing
the Restricted Shares shall include an appropriate
legend concerning the restrictions upon such
Restricted Shares.
Restrictions: The Restricted Shares shall be owned free of
restrictions with respect to _________ of the
Restricted Shares on the first anniversary of this
Agreement and an additional __________ of such
Restricted Shares shall be owned free of restrictions,
on a cumulative basis, on each of the three (3)
succeeding anniversaries of this Agreement so that
four (4) years from the date of this Agreement all
___________ of such Restricted Shares shall be owned
free of restrictions.
Transferability: The restricted portion of the Restricted Shares are
not transferable.
Termination of If prior to lapse of restrictions the Recipient's
Employment: employment has terminated for any reason other than
death, Retirement, Disability or a Change in Control,
then the portion of the Restricted Shares that remain
subject to restrictions shall automatically be
forfeited to Chattem.
Death, Disability or Upon the death, Disability or Retirement of the
Change in Control: Recipient or a Change in Control, all of the
Restricted Shares shall immediately be owned free of
restrictions.
Taxes: The Recipient currently intends to make a "Section
83(b) election" under the Internal Revenue Code with
respect to the Restricted Shares, immediately
triggering the payment of ordinary income tax with
respect to the fair market value of the Restricted
Shares on the date hereof. Chattem shall reimburse the
Recipient on a "grossed up" basis for the payment of
federal income or any other tax resulting from
Recipient's making the Section 83(b) election or
receipt of the Restricted Shares.
Plan: The Restricted Shares shall be issued under Chattem's
2005 Stock Incentive Plan (the "Plan"). Capitalized
terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Plan.
Section 16: It is intended that the Restricted Shares be granted
in compliance with the provisions of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended.
This Restricted Stock Agreement is dated to be effective this __th day of
________, 200_.
Chattem, Inc.
By: ______________________________
For the Compensation Committee
Recipient:
__________________________________
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