Attached files
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EX-31.2 - EXHIBIT 31.2 - ICAD INC | c98199exv31w2.htm |
EX-23.1 - EXHIBIT 23.1 - ICAD INC | c98199exv23w1.htm |
EX-31.1 - EXHIBIT 31.1 - ICAD INC | c98199exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - ICAD INC | c98199exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - ICAD INC | c98199exv32w2.htm |
EX-10.VV - EXHIBIT 10(VV) - ICAD INC | c98199exv10wvv.htm |
10-K - FORM 10-K - ICAD INC | c98199e10vk.htm |
Exhibit 10(ww)
iCAD,
INC.
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT
To:
Date of Award:
This Agreement evidences the award to you on (the Award Date) of shares
(the Shares) of common stock, $.01 par value (Common Stock), of iCAD, Inc., a Delaware
corporation (the Company), pursuant to the Companys 2007 Stock Incentive Plan (the Plan),
subject to certain restrictions specified below in Restrictions and Forfeiture. (While subject to
the Restrictions, this Agreement refers to the Shares as Restricted Shares.)
During the period commencing on the Award Date and terminating on (the Restricted
Period), except as otherwise provided herein, the Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered and are subject to forfeiture (the Restrictions).
Except as set forth below, the Restricted Period with respect to the Shares will lapse in
accordance with the vesting schedule set forth below (the Vesting Schedule). Subject to the
restrictions set forth in the Plan, the administrator of the Plan (as determined pursuant to
Section 2 of the Plan) (the Administrator) shall have the authority, in its discretion, to
accelerate the time at which any or all of the Restrictions shall lapse with respect to any Shares
subject thereto, or to remove any or all of such Restrictions, whenever the Administrator may
determine that such action is appropriate by reason of changes in applicable tax or other laws, or
other changes in circumstances occurring after the commencement of the Restricted Period.
In addition to the terms, conditions, and restrictions set forth in the Plan, the following terms,
conditions, and restrictions apply to the Restricted Shares:
Restrictions and
Forfeiture
|
You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule, at which point the Restricted Shares will be referred to as Vested. |
Vesting Schedule
|
Assuming you provide Continuous Service (as defined in
herein) as an employee of the Company or a Subsidiary
(as defined in the Plan) of the Company, all
Restrictions will lapse on the Restricted Shares on the
Vesting date or Vesting dates set forth in the schedule
below for the applicable grant of Restricted Shares and
they will become Vested. In addition, notwithstanding
the foregoing, Section 5.4.4(ii) of your employment
agreement with the Company provides for the vesting of
any then remaining unvested Restricted Shares under
certain circumstances within a specified period after
the occurrence of a Change in Control (as defined, for
purposes of this Award in Section 5.4.4(i) of your
employment agreement). |
Vesting Schedule | ||
Vesting Date | Number of Restricted Shares that Vest | |
Continuous Service
|
Continuous Service, as used herein, means the absence
of any interruption or termination of your service as
an employee of the Company or any Subsidiary (other
than a termination by the Company of your service as an
employee of the Company or any subsidiary of the
Company without Cause or a termination by you for
Good Reason as such terms are defined in your
employment agreement with the Company). If you are
employed by a Subsidiary of the Company, your
employment shall be deemed to have terminated on the
date your employer ceases to be a Subsidiary of the
Company, unless you are on that date transferred to the
Company or another Subsidiary of the Company. Service
shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence
approved by the Company or any then Subsidiary of the
Company. Your employment shall not be deemed to have
terminated if you are transferred from the Company to a
Subsidiary of the Company, or vice versa, or from one
Company Subsidiary to another Company Subsidiary. |
Page 2 of 9
Share Certificates
|
The Company will, at its option either (i) delay the
issuance of certificates representing the Shares (or
portion thereof) until the Shares become Vested or (ii)
will cause the Shares to be issued in book-entry form or
will issue a certificate (or certificates) in your name
with respect to the Shares, and will hold any such
certificate (or certificates) on deposit for your account
or cause the book-entry not to be credited as to free from
restrictions on your account until the expiration of the
Restricted Period with respect to the Shares represented
thereby. Any such certificate (or certificates) issued
prior to the end of the Restricted Period will contain
substantially the following legend: |
|
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture and restrictions on
voting) contained in the 2007 Stock Incentive Plan of the
Company and a Restricted Stock Agreement, copies of which
are on file in the office of the Secretary of the Company. |
||
Additional
Conditions to Issuance of Stock Certificates |
You will not
receive the certificates representing the Restricted
Shares: |
|
(a) During any period of time in which the Company deems
that the issuance of the Shares may violate a federal,
state, local, or foreign law, rule or regulation, or any
applicable securities exchange or listing rule or
agreement, or may cause the Company to be legally
obligated to issue or sell more shares than the Company is
legally entitled to issue or sell; |
||
(b) Until you have paid or made suitable arrangements to
pay (i) all federal, state, local and foreign tax
withholding required by the Company in connection with the
issuance or the vesting of the Shares and (ii) the
employees portion of other federal, state, local and
foreign payroll and other taxes due in connection with the
issuance or the vesting of the Shares; or |
||
(c) Until the Company has received a medallion guaranteed
stock power or stock powers in favor of the Company
executed by you. |
||
Cash Dividends
|
Cash dividends, if any, paid on the Restricted Shares
shall be held by the Company for your account and paid to
you upon the expiration of the Restricted Period, except
as otherwise determined by the Administrator. All such
withheld dividends shall not earn interest, except as
otherwise determined by the Administrator. You will not
receive withheld cash dividends on any Restricted Shares
which are forfeited and all such cash dividends shall be
forfeited along with the Restricted Shares which are
forfeited. |
|
Prior to vesting, you will have no voting rights with
respect to any Restricted Shares that have not Vested. |
Page 3 of 9
Voting Rights Tax Withholding |
Unless you make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the Code)
and pay taxes in accordance with that election, you will
be taxed on the Shares as they become Vested and must
arrange to pay the taxes on this income. If the
Administrator so determines, arranging for paying the
withholding taxes may include your surrendering Shares
that otherwise would be released to you upon becoming
Vested or your surrendering Shares you already own. The
fair market value of the Shares you surrender, determined
as of the date when taxes would otherwise been withheld in
cash, will be applies as a credit against the withholding
taxes. |
|
The Company shall have the right to withhold from your
compensation an amount sufficient to fulfill its or its
Subsidiarys obligations for any applicable withholding
and employment taxes. Alternatively, the Company may
require you to pay to the Company the amount of any taxes
which the Company is required to withhold with respect to
the Shares, or, in lieu thereof, to retain without notice
a sufficient number of Shares to cover the amount required
to be withheld. The Company may withhold from any cash
dividends paid on the Restricted Shares an amount
sufficient to cover employment and withholding taxes owed
as a result of the dividend payment. The Companys method
of satisfying its withholding obligations shall be solely
in the discretion of the Administrator, subject to
applicable federal, state, local and foreign laws. The
Company shall have a lien and security interest in the
Shares and any accumulated dividends to secure your
obligations hereunder. |
||
Tax
Representations |
You hereby represent and warrant to
the Company as follows: |
|
(a) You have reviewed with your own tax advisors the
federal, state, local and foreign tax consequences of this
award and the transactions contemplated by this Agreement.
You are relying solely on such advisors and not on any
statements or representations of the Company or any of its
employees or agents. |
||
(b) You understand that you (and not the Company) shall be
responsible for your own tax liability that may arise as a
result of this investment or the transactions contemplated
by this Agreement. You understand that Section 83 of the
Code taxes (as ordinary income) the fair market value of
the Shares as of the date any restrictions on the Shares
lapse. To the extent that an award hereunder is not
otherwise an exempt transaction for purposes of Section
16(b) of the Securities Exchange Act of 1934, as amended
(the 1934 Act), with respect to officers, directors and
10% shareholders subject to Section 16 of the 1934 Act, a
restriction on the Shares includes for these purposes
the period after the award of the Shares during which such
officers, directors and 10% shareholders could be subject
to suit under Section 16(b) of the 1934 Act.
Alternatively, you understand that you may elect to be
taxed under Section 83(b) of the Code at the time the
Shares are awarded rather than when the restrictions on
the Shares lapse, or the Section 16(b) period expires, by
filing an election under Section 83(b) of the Code with
the Internal Revenue Service within thirty (30) days from
the date of the award. |
Page 4 of 9
YOU HEREBY ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY
AND NOT THE COMPANYS TO FILE TIMELY THE ELECTION
AVAILABLE TO YOU UNDER SECTION 83(B) OF THE CODE, EVEN IF
YOU REQUEST THAT THE COMPANY OR ITS REPRESENTATIVES MAKE
THIS FILING ON YOUR BEHALF . |
||
Securities Law Representations |
The following two paragraphs shall be applicable if, on
the date of issuance of the Restricted Shares, no
registration statement and current prospectus under the
Securities Act of 1933, as amended (the 1933 Act),
covers the Shares, and shall continue to be applicable for
so long as such registration has not occurred and such
current prospectus is not available: |
|
(a) You hereby agree, warrant and represent that you will
acquire the Shares to be issued hereunder for your own
account for investment purposes only, and not with a view
to, or in connection with, any resale or other
distribution of any of such shares, except as hereafter
permitted. You further agree that you will not at any
time make any offer, sale, transfer, pledge or other
disposition of such Shares to be issued hereunder without
an effective registration statement under the 1933 Act,
and under any applicable state securities laws or an
opinion of counsel acceptable to the Company to the effect
that the proposed transaction will be exempt from such
registration. You agree to execute such instruments,
representations, acknowledgments and agreements as the
Company may, in its sole discretion, deem advisable to
avoid any violation of federal, state, local or foreign
law, rule or regulation, or any securities exchange rule
or listing agreement. |
||
(b) The certificates for Shares to be issued to you
hereunder shall bear substantially the following legend: |
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended,
or under applicable state securities laws. The shares
have been acquired for investment and may not be offered,
sold, transferred, pledged or otherwise disposed of
without an effective registration statement under the
Securities Act of 1933, as amended, and under any
applicable state securities laws or an opinion of counsel
acceptable to the Company that the proposed transaction
will be exempt from such registration.
Page 5 of 9
Stock Dividend,
Stock Split and
Similar Capital
Changes
|
In the event of any change in the outstanding shares of
the Common Stock of the Company by reason of a stock
dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of
assets, reorganization, conversion or what the
Administrator deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to
this Agreement shall be appropriately adjusted in a manner
to be determined in the sole discretion of the
Administrator, whose decision shall be final, binding and
conclusive in the absence of clear and convincing evidence
of bad faith. Any shares of Common Stock or other
securities received, as a result of the foregoing, by you
with respect to the Restricted Shares shall be subject to
the same restrictions as the Restricted Shares, the
certificate or other instruments evidencing such shares of
Common Stock or other securities shall be legended and
deposited with the Company as provided above with respect
to the Restricted Shares, and any cash dividends received
with respect to such shares of Common Stock or other
securities shall be accumulated as provided above with
respect to the Restricted Shares. |
|
Non-Transferability
|
Restricted
Shares are not transferable. |
|
No Effect on Employment |
Except as otherwise provided in your employment agreement
with the Company, nothing herein shall modify your status
as an at-will employee of the Company or any of its
Subsidiaries. Further, nothing herein guarantees you
employment for any specified period of time. This means
that, except as provided in the Employment Agreement,
either you or the Company or any of its Subsidiaries may
terminate your employment at any time for any reason, with
or without cause, or for no reason. You recognize that,
for instance, you may terminate your employment or the
Company or any of its Subsidiaries may terminate your
employment prior to the date on which your Shares become
vested. |
|
No Effect on Corporate Authority |
You understand and agree that the existence of this
Agreement will not affect in any way the right or power of
the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations, or
other changes in the Companys capital structure or its
business, or any merger or consolidation of the Company,
or any issuance of bonds, debentures, preferred or other
stocks with preferences ahead of or convertible into, or
otherwise affecting the common shares or the rights
thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. |
Page 6 of 9
Arbitration
|
Any dispute or disagreement between you and the Company
with respect to any portion of this Agreement or its
validity, construction, meaning, performance or your
rights hereunder shall, unless the Company in its sole
discretion determines otherwise, be settled by
arbitration, at a location designated by the Company, in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association or its successor, as
amended from time to time. However, prior to submission
to arbitration you will attempt to resolve any disputes or
disagreements with the Company over this Agreement
amicably and informally, in good faith, for a period not
to exceed two weeks. Thereafter, the dispute or
disagreement will be submitted to arbitration. At any
time prior to a decision from the arbitrator(s) being
rendered, you and the Company may resolve the dispute by
settlement. You and the Company shall equally share the
costs charged by the American Arbitration Association or
its successor, but you and the Company shall otherwise be
solely responsible for your own respective counsel fees
and expenses. The decision of the arbitrator(s) shall be
made in writing, setting forth the award, the reasons for
the decision and award and shall be binding and conclusive
on you and the Company. Further, neither you nor the
Company shall appeal any such award. Judgment of a court
of competent jurisdiction may be entered upon the award
and may be enforced as such in accordance with the
provisions of the award. |
|
Governing Law
|
The laws of the State of Delaware will govern all matters
relating to this Agreement, without regard to the
principles of conflict of laws. |
|
Notices
|
Any notice you give to the Company must be in writing and
either hand-delivered or mailed to the office of the Chief
Executive Officer of the Company. If mailed, it should be
addressed to the Chief Executive Officer of the Company at
its then main headquarters. Any notice given to you will
be addressed to you at your address as reflected on the
personnel records of the Company. You and the Company may
change the address for notice by like notice to the other.
Notice will be deemed to have been duly delivered when
hand-delivered or, if mailed, on the day such notice is
postmarked. |
|
Agreement Subject
to Plan; Entire
Agreement
|
This Agreement shall be subject to the terms of the Plan
in effect on the date hereof, which terms are hereby
incorporated herein by reference and made a part hereof.
This Agreement constitutes the entire understanding
between the Company and you with respect to the subject
matter hereof and no amendment, supplement or waiver of
this Agreement, in whole or in part, shall be binding upon
the Company unless in writing and signed by the Chief
Executive Officer/President of the Company |
|
Conflicting Terms
|
Wherever a conflict may arise between the terms of this
Agreement and the terms of the Plan in effect on the date
hereof, the terms of the Plan will control. |
Page 7 of 9
Please sign the attached acknowledgment of this Restricted Stock Agreement and return it to the
Companys Secretary, thereby indicating your understanding of and agreement with its terms and
conditions.
iCAD, INC. |
||||
By: | ||||
Name: | ||||
Title: |
Page 8 of 9
ACKNOWLEDGMENT
I hereby acknowledge receipt of a copy of the Plan. I hereby represent that I have read and
understood the terms and conditions of the Plan and of the Restricted Stock Agreement. I hereby
signify my understanding of, and my agreement with, the terms and conditions of the Plan and of the
Restricted Stock Agreement. I agree to accept as binding, conclusive, and final all decisions or
interpretations of the Administrator concerning any questions arising under the Plan with respect
to this Restricted Stock Agreement. I accept this Restricted Stock Agreement in full satisfaction
of any previous written or oral promise made to me by the Company or any of its Subsidiaries with
respect to option or stock grants.
Date:
Page 9 of 9