Form of 2020 Non-Executive Director Restricted Stock Award Agreement
Exhibit 10.2
Name:
Total No. of Units:
CRYOLIFE RESTRICTED STOCK AWARD AGREEMENT
CRYOLIFE, INC. (“CryoLife”) is pleased to grant you the restricted stock award described below (“Stock Award”) that supplants the cash retainer compensation that has been involuntarily eliminated for period April 1-September 30, 2020, in order to assist the Company’s preservation of liquidity during the COVID-19 crisis. This grant is made subject to the further terms and conditions set forth in this Agreement and the terms of the CryoLife, Inc. Equity and Cash Incentive Plan (the “Plan”).
Grant Date: May __, 2020
Total Number of Shares of Stock Award: [cash compensation for Q2 and Q including approved June 1, 2020 increase / share price COB grant date]
Vesting Schedule:
| Restricted Stock Awards | Vest Date |
| | One year from grant date |
By Participant’s electronic acceptance and the electronic signature of the CryoLife, Inc (the “Company”) representative below, Participant and the Company agree that
| · | this Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including exhibits hereto, all of which are made a part of this document; |
| · | should the Plan and this Award Agreement conflict, the Plan governs; |
| · | Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement; and |
| · | all cash retainer and service fees that would normally be paid to Participant for any form of service on the Company’s Board of Directors or its committees for the period April 1, 2020 to September 31, 2020, have been involuntarily eliminated and will not be paid to you by the Company, regardless of the agreement of Participant or Participant’s acceptance of this equity grant. |
Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Company upon any questions relating to the Plan and Award
Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.
After reviewing the documents noted above, please accept this Stock Award online where indicated on ETrade.com and retain a copy for your files. Please note that your electronic acceptance of this Restricted Stock Award is required. The Restricted Stock Award will be cancelled if not accepted within 30 days of the Grant Date noted above.
| GRANTED BY:
CRYOLIFE, INC. |
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| //D. Ashley Lee// |
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| CFO, COO
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ADDITIONAL TERMS AND CONDITIONS OF YOUR
RESTRICTED STOCK AWARD
EFFECT OF TERMINATION OF SERVICE. You must be a member of the CryoLife Board of Directors on the applicable vesting date to be entitled to the vesting of your Stock Award on such date. Notwithstanding the foregoing, if you cease to be a member of the CryoLife Board of Directors as a result of your death or disability or because you have served out your full term but are not standing for re-election at the end thereof, your Stock Award shall immediately become fully vested on the date you cease to be a member of the Board. If you cease to be a member of the CryoLife Board of Directors for any other reason, and your Stock Award has not vested as of the date of termination of Board service, your Stock Award shall automatically be forfeited and cancelled as of the date of such termination of Board service.
STOCK AWARD SHARE CERTIFICATES. Certificates or a book entry account representing the shares of Common Stock to be issued pursuant to the Stock Award shall be issued in your name and shall be held by CryoLife until the Stock Award is vested or forfeited as provided herein. Following vesting of your Stock Award, upon your written request, CryoLife shall promptly deliver the shares as to which the Stock Award has vested, free of the restrictions described in the following section. Your rights in your Stock Award are contingent upon your executing and returning to the Company a form of stock power with respect to the shares subject to your Stock Award.
RIGHTS WITH RESPECT TO STOCK AWARD PRIOR TO VESTING. You may not transfer your Stock Award or the shares to be issued hereunder prior to vesting. Once this Stock Award vests, you may receive transferable shares representing the vested portion. Prior to vesting, you are entitled to all other rights as a shareholder with respect to the shares underlying the Stock Award, including the right to vote such shares and to receive dividends and other distributions, if any, payable with respect to such shares after the date of grant.
NOTICES. All notices delivered pursuant to this Agreement shall be in writing and shall be (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt, (iv) sent by fax to ###-###-####, or (v) sent by email to ***@***. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties):
| | To CryoLife: | CryoLife, Inc. |
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| 1655 Roberts Blvd., NW |
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| Kennesaw, GA 30144 |
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| Attention: Assistant Secretary |
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| | To you: | The address set forth in the Agreement |
MISCELLANEOUS. Failure by you or CryoLife at any time or times to require performance by the other of any provisions in the Agreement will not affect the right to enforce those provisions. Any waiver by you or CryoLife of any condition or of any breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and the Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of the Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein. This Agreement shall be binding upon, and inure to the benefit of, the
permitted successors, assigns, heirs, executors, and legal representatives of the parties hereto. The headings of each section of this Agreement are for convenience only. This Agreement, together with the Plan, contains the entire Agreement of the parties hereto, and no representation, inducement, promise, or agreement or other similar understanding between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.
