Restricted Stock Agreement between Chattem, Inc. and Zan Guerry

Summary

Chattem, Inc. grants Zan Guerry 69,000 shares of restricted common stock under its 2003 Stock Incentive Plan. The shares become fully owned by Guerry over four years, with 17,250 shares vesting each year. If Guerry leaves the company (except for death, disability, retirement, or a change in control), unvested shares are forfeited. In the event of death, disability, or a change in control, all shares vest immediately. Guerry intends to make a tax election, and Chattem will reimburse him for related taxes. The agreement is effective May 29, 2003.

EX-10.1 3 exh10-1_12062.txt RESTRICTED STOCK AGREEMENT EXHIBIT 10.1 ------------ RESTRICTED STOCK AGREEMENT -------------------------- The Compensation Committee (the "Committee") of the Board of Directors of Chattem, Inc. ("Chattem") has selected Zan Guerry as the recipient ("Recipient") of the following described shares of restricted common stock (the "Restricted Shares") in accordance with the following terms: Administration: The Committee of the Board of Directors of Chattem will administer the grant of Restricted Shares. Shares Subject to Grant: Chattem hereby awards the Recipient Sixty-Nine Thousand (69,000) Restricted Shares. Chattem shall instruct its transfer agent to deliver a certificate 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 Seventeen Thousand Two Hundred Fifty (17,250) of the Restricted Shares on the first anniversary of this Agreement and an additional Seventeen Thousand Two Hundred Fifty (17,250) 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 Sixty-Nine Thousand (69,000) of such Restricted Shares shall be owned free of restrictions. Transferability: The restricted portion of the Restricted Shares are not transferable. Termination of Employment: If prior to lapse of restrictions the Recipient's employment has terminated for any reason other than death, retirement, disability or a Change in Control (as defined in the Recipient's Employment Agreement), then the portion of the Restricted Shares that remain subject to restrictions shall automatically be forfeited to Chattem. Death, Disability Upon the death or disability of the or 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 2003 Stock Incentive Plan. Section 16: It is intended that the Restricted Shares be granted in compliance with the provisions of Rule 16(b)(3) of the Securities Exchange Act of 1934, as amended. This Restricted Stock Agreement is dated to be effective this 29th day of May, 2003. Chattem, Inc. By:_________________________________ Alec Taylor For the Compensation Committee Recipient: ____________________________________ Zan Guerry