May 24, 2012OMNICELL, Inc • August 9th, 2012 • Electronic computers • California
As you know, Omnicell, Inc. (“Omnicell”) entered into an agreement and plan of merger (“Merger Agreement”) under which MTS Medication Technologies, Inc. (“MTS”) became a wholly-owned subsidiary of Omnicell upon the closing of the transaction on May 21, 2012 (the “Closing”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2012 • OMNICELL, Inc • Electronic computers • California
Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement, including any country-specific appendix thereto (the “Agreement”) and in consideration of your services, Omnicell, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2009 Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. This Agreement shall be deemed to be agreed to by the Company and you upon the acceptance by you of the Restricted Stock Unit Award Grant Notice to which it is attached. Defined terms not explicitly defined in this Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.
Change of Control AgreementOMNICELL, Inc • August 9th, 2012 • Electronic computers
This letter serves to set forth the following benefit to be provided to you in the event of an Acquisition (as defined below) of Omnicell, Inc. (the “Company”).
