Ampersand Medical Corporation Restricted Stock Award Agreement with J. Thomas Cox, M.D.

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Summary

Ampersand Medical Corporation grants J. Thomas Cox, M.D. 50,000 shares of restricted common stock under its 1999 Equity Incentive Plan. The shares vest in three equal installments over three years, starting October 20, 2000. The shares cannot be sold or transferred until vested and are subject to securities law restrictions. The agreement also references additional terms in the company's employment or consulting agreement. Both parties acknowledge and agree to the terms by signing the agreement.

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EX-10.36 37 c60779ex10-36.txt FORM OF RESTRICTED STOCK AWARD 1 RESTRICTED STOCK AWARD AGREEMENT 1. AWARD: Subject to the terms and conditions of the Ampersand Medical Corporation 1999 Equity Incentive Plan (the "Plan"), a copy of which has been attached hereto, the Board of Directors of the company hereby grants to J. Thomas Cox, M.D. a restricted stock award of 50,000 shares of common stock. 2. GRANT DATE: The grant date of the award is October 20, 2000. 3. VALUATION: The Board has determined that the fair market value of the award is $1.75 per share representing a total value of $87,500.00 for the 50,000 shares granted. 4. RESTRICTIONS: One-third (16,666) of the award shall vest on October 20, 2000; one-third (16,667) of the award shall vest on October 20, 2001; and the final one-third (16,667) of the award shall vest on October 20, 2002. The Company shall retain the certificates representing the restricted shares and shall transfer to J. Thomas Cox, M.D. certificates representing the respective number of shares in accordance with the aforementioned vesting schedule. 5. TRANSFERABILITY: Except as provided in Article 8 of the Plan, the shares of stock granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of each applicable period of restriction specified in Section 4 of this Award Agreement, or upon the earlier occurrence or satisfaction of any other condition, as specified by the Board in Section 7 of this Award Agreement. Shares of restricted stock shall become freely transferable, subject to registration requirements of the Securities Act of 1933 (the "Act"), after the last day of the applicable restriction period. 6. REGISTRATION: The restricted shares granted under this Award Agreement have not been registered under the Act, as amended, or under the securities laws of any state. The shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities laws pursuant to registration or exemption therefrom. 7.OTHER PROVISIONS: 2 Termination rights and rights governing automatic vesting of unvested shares shall be governed by the Plan unless such rights are superseded by specific provisions in the Employment Agreement / Consulting Agreement attached hereto and made a part of this Award Agreement
SIGNATURES - -------------------------- ----- ----------------------- ----- Ampersand Medical Corporation Date By: ____________________ Date Leonard R Prange By signing a copy of this agreement, President I acknowledge that I have read the Plan, and that I fully understand all Of my rights under the Plan, as well As all of the terms and conditions Which may limit my eligibility to Exercise this grant.