MIMEDX GROUP, INC.
2016 EQUITY AND CASH INCENTIVE PLAN
Restricted Stock Agreement
No. of shares
of Restricted Stock: __________
THIS RESTRICTED STOCK AGREEMENT (this Agreement) dated as of the ____ day of ____ 2017, between MiMedx Group, Inc. (the Company) and _________________ (the Participant), is made pursuant and subject to the provisions of the Companys 2016 Equity and Cash Incentive Plan (the Plan), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
1. Grant of Restricted Stock. Pursuant to the Plan, the Company, on _____, 2017 (the Date of Grant), granted to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, this Restricted Stock Award for ______ shares of Common Stock (the Shares). The Shares are nontransferable and forfeitable until the time they vest and become nonforfeitable as described herein. The Shares will vest and become nonforfeitable as set forth in Section 2 below.
2. Vesting of the Shares. Subject to earlier expiration or termination as provided herein, the Shares will become vested and nonforfeitable as follows:
(a) Time-Based Vesting. The Shares will become vested in full and nonforfeitable on the first anniversary of the Date of Grant, provided the Participant has been continuously employed by, or providing services to, the Company or an Affiliate from the Date of Grant until such time(s).
(b) Change of Control. Notwithstanding the foregoing, upon the occurrence of a Change of Control, the Shares shall become vested and nonforfeitable at the time of the Change of Control, provided the Participant has been continuously employed by, or providing services to, the Company or an Affiliate from the Date of Grant until the time of the Change of Control.
(c) Death and Disability. Additionally, if the Participants employment with the Company and its Affiliates is terminated on account of the Participants death or Disability, the Shares shall become vested and nonforfeitable on termination of the Participants employment with the Company and its Affiliates on account of the Participants death or Disability.
3. Non-Transferability of the Shares.
(a) Transfer Restrictions. Participant shall not assign or transfer any Shares while such Shares remain forfeitable, other than by will or the laws of descent and distribution. No right or interest of Participant or any transferee in the Shares shall be subject to any lien or any obligation or liability of the Participant or any transferee.