CRITICARE SYSTEMS, INC. RESTRICTED STOCK GRANT AGREEMENT (Grant No. _________)
Exhibit
99.4
CRITICARE
SYSTEMS, INC.
(Grant
No. _________)
THIS
RESTRICTED STOCK GRANT AGREEMENT dated as of _____________, 200__ (the "Grant
Date"), is between __________________ ("Grantee") and CRITICARE SYSTEMS,
INC., a
Delaware corporation (the "Company").
RECITALS
A.
The
Company adopted the Criticare Systems, Inc. 2003 Stock Option Plan (the "Plan"),
which was approved by its Board of Directors (the "Board") and stockholders
effective November 14, 2003 and amended effective December 1, 2005.
The Plan is administered by the Compensation Committee of the
Board.
B.
The
Administrator has designated Grantee as a participant in the Plan.
C.
Pursuant
to the Plan, Grantee and the Company desire to enter into this Agreement
setting
forth the terms and conditions of the following restricted stock grant to
Grantee under the Plan.
AGREEMENTS
Grantee
and the Company agree as follows:
1.
Grant
of Restricted Shares.
The
Company hereby grants and issues _____ shares (the "Restricted Shares") of
the
Company's common stock, par value $0.04 per share (the "Common Stock") to
Grantee, in accordance with this Agreement and the Plan. Promptly following
the
execution and delivery of this Agreement by Grantee, the Company shall cause
a
certificate for the Restricted Shares to be delivered to Grantee containing
the
legend set forth in Section 7 below.
2.
Vesting
and Forfeiture of Restricted Shares.
(a)
General
Vesting.
Subject
to the forfeiture provisions of Section 2(b), all of the Restricted Shares
shall
vest on the _____ anniversary date of the Grant Date (the "Vesting Date").
All
Restricted Shares which shall have vested are referred to herein as "Vested
Shares." All Restricted Shares which are not vested are referred to herein
as
"Unvested Shares." Upon vesting, the Restricted Shares shall no longer be
subject to forfeiture pursuant to Section 2(b) of this Agreement.
(b) Forfeiture.
The
Unvested Shares shall immediately be forfeited to the Company if, prior to
the
Vesting Date, the Grantee's employment with the Company terminates for any
reason, subject to the discretion of the Administrator to waive forfeiture
as
provided in the Plan. Upon any forfeiture of the Restricted Shares pursuant
to
this Section 2(b), Grantee shall have no rights as a holder of such
Restricted Shares and such Restricted Shares shall be deemed transferred
to the
Company, and the Company shall be deemed the owner and holder of such
shares.
3.
Shareholder
Rights.
Regardless of whether the Restricted Shares are considered Unvested Shares
under
the terms of this Agreement, Grantee shall have all the rights of a shareholder
(including voting and dividend rights) with respect to the Restricted
Shares.
4.
Restrictions
on Transfer.
Grantee
shall not sell, assign, transfer, pledge, encumber or dispose of all or any
of
his or her Restricted Shares, either voluntarily or by operation of law,
at any
time prior to the Vesting Date. Any attempted transfer of any Restricted
Shares
in violation of this Section 4 shall be invalid and of no
effect.
5. Taxes.
(a) The
Company's obligation to deliver the Restricted Shares to Grantee shall be
subject to the satisfaction of all applicable federal, state and local income
and employment tax withholding requirements ("Withholding Taxes"). Grantee
has
reviewed with Grantee's own tax advisors the federal, state and local tax
consequences of this investment and the transactions contemplated by this
Agreement. Grantee is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents. Grantee understands
that
Grantee (and not the Company) shall be responsible for Grantee's own tax
liability that may arise as a result of the transactions contemplated by
this
Agreement.
(b) GRANTEE
ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED THAT GRANTEE MUST DECIDE WHETHER
OR NOT TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED, WITH RESPECT TO THE RESTRICTED SHARES AND THAT GRANTEE
IS
SOLELY RESPONSIBLE FOR MAKING OR NOT MAKING A TIMELY SECTION 83(b) ELECTION
(AND
OBTAINING TAX ADVICE CONCERNING WHETHER AND HOW TO MAKE SUCH ELECTION). Grantee
hereby agrees to deliver to the Company a signed copy of any document he
or she
may execute and file with the Internal Revenue Service evidencing a
section 83(b) Election, and to deliver such copy to the Company prior to,
or promptly upon, such filing, accompanied by a cash payment in the amount
the
Company anticipates is required to fulfill the Withholding Taxes.
(c)
Grantee
agrees to promptly make a cash payment to the Company of any Withholding
Taxes
to the Company when due. Grantee further agrees that the Company may withhold
from Grantee's wages or other remuneration the appropriate amount of Withholding
Taxes (to the extent not covered by Grantee's cash payment to the Company).
Grantee further agrees that, if the Company does not withhold an amount from
Grantee's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, Grantee will make reimbursement on demand, in
cash,
for the amount underwithheld.
6.
Adjustments
for Stock Splits, Stock Dividends, Etc.
If from
time to time during the term of this Agreement there is any stock split-up,
stock dividend, stock distribution or other reclassification of the Common
Stock, any and all new, substituted or additional securities to which Grantee
is
entitled by reason of his or her ownership of the Restricted Shares shall
be
immediately subject to the forfeiture and other provisions of this Agreement
in
the same manner and to the same extent as the Restricted Shares. If the
Restricted Shares are converted into or exchanged for, or shareholders of
the
Company receive by reason of any distribution in total or partial liquidation,
securities of another corporation, or other property (including cash), pursuant
to any merger of the Company or acquisition of its assets, then the rights
of
the Company under this Agreement shall inure to the benefit of the Company's
successor and this Agreement shall apply to the securities or other property
received upon such conversion, exchange or distribution in the same manner
and
to the same extent as the Restricted Shares.
7.
Legend.
The
share certificate evidencing the Restricted Shares issued hereunder shall
be
endorsed with the following legend (in addition to any legend required under
applicable federal or state securities laws) and the Company may issue
stop-transfer instructions with its transfer agent in connection with such
legend:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF
THE
CRITICARE SYSTEMS, INC. 2003 STOCK OPTION PLAN AND A RESTRICTED STOCK GRANT
AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE OFFICES OF
CRITICARE SYSTEMS, INC., 00000 XXXXXXXXXX XXXXXX, XXXXX 000, XXXXXXXX, XXXXXXXXX
00000."
The legend set forth above shall be removed from the certificates evidencing
the
Restricted Shares upon the Vesting Date unless such Restricted Shares have
been
forfeited prior to the Vesting Date pursuant to Section 3
above.
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8.
Addresses.
All
notices or statements required to be given to either party hereto shall be
in
writing and shall be personally delivered or sent, in the case of the Company,
to its principal business office and, in the case of Grantee, to Grantee's
address as is shown on the records of the Company or to such address as Grantee
designates in writing. Notice of any change of address shall be sent to the
other party by registered or certified mail. It shall be conclusively presumed
that any notice or statement properly addressed and mailed bearing the required
postage stamps has been delivered to the party to which it is
addressed.
9.
Service
Provider Relationship.
Nothing
in this Agreement or in the Plan shall limit the right of the Company or
any
parent or subsidiary of the Company to terminate Grantee's employment or
other
form of service relationship or otherwise impose any obligation to employ
and/or
retain Grantee as a service provider.
10.
Governing
Law.
This
Agreement shall be construed, administered and governed in all respects under
and by the laws of the State of Wisconsin.
11.
Provisions
Consistent with Plan.
This
Agreement is intended to be construed to be consistent with, and is subject
to,
all applicable provisions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the provisions of this Agreement
and the Plan, the provisions of the Plan shall prevail.
_______________________________________
[Name
of
Grantee]
CRITICARE
SYSTEMS, INC.
BY____________________________________
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