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As Of Filer Filing For·On·As Docs:Size 2/26/08 Kinetic Concepts Inc 10-K 12/31/07 18:4.0M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report -- kci10k2007 HTML 1.85M 3: EX-10.22 2008 Compensation Policy for Outside Directors HTML 22K 4: EX-10.25 Executive Retention Agreement HTML 33K 5: EX-10.26 Executive Retention Agreement HTML 33K 6: EX-10.32 Contract of Employment HTML 37K 7: EX-10.33 Executive Retention Agreement HTML 34K 8: EX-10.34 2003 Non-Employee Directors Stock Plan HTML 79K 9: EX-10.35 2004 Equity Plan International Stock Option HTML 60K Agreement 10: EX-10.36 2004 Equity Plan Restricted Stock Unit Award HTML 38K Agreement 11: EX-10.37 2004 Equity Plan International Restricted Stock HTML 56K Unit Award Agreement 12: EX-10.38 2004 Equity Plan Nonqualified Stock Option HTML 41K Agreement 13: EX-10.39 2004 Equity Plan Restricted Stock Award Agreement HTML 40K 2: EX-10.6 Toll Manufacturing Agreement HTML 130K 14: EX-21.1 Subsidiaries of Registrant HTML 24K 15: EX-23.1 Exhibit 23.1 - Consent of Independent Auditor HTML 10K 16: EX-31.1 Exhibit 31.1 - 302 Certification of CEO HTML 14K 17: EX-31.2 Exhibit 31.2 - 302 Certification of CFO HTML 14K 18: EX-32.1 Exhibit 32.1 - 906 Certification of CEO and CFO HTML 11K
(a)
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Restrictions. Restricted
Stock and any interest therein, may not be sold, transferred, pledged,
hypothecated, assigned or otherwise disposed of, except by will or the
laws of descent and distribution, during the Restricted
Period. Any attempt to dispose of any Restricted Stock in
contravention of any such restrictions (the "Restrictions") shall be null
and void and without effect.
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(b)
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Certificate; Restrictive
Legend. The Grantee agrees that any certificate issued
for Restricted Stock prior to the lapse of any outstanding restrictions
relating thereto shall be inscribed with the following
legend:
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(c)
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Rights as a
Shareholder. Subject to the restrictions set forth in
the Plan and this Award Agreement, including the Restrictions set forth in
Paragraphs 2(a) and 2(d), during the Restricted Period, the Grantee shall
possess all incidents of ownership with respect to the Restricted Stock
granted hereunder, including the right to receive dividends with respect
to such Restricted Stock (provided however, that any dividends paid in
property other than cash shall be subject to the same restrictions that
apply to the underlying Restricted Stock) and the right to vote such
Restricted Stock.
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(d)
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Lapse of
Restrictions. Except as may otherwise be provided
herein, the Restrictions on transfer set forth in Paragraph 2(a) shall
lapse subject to the terms and conditions and in the manner set forth in
Appendix
A attached hereto.
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(e)
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Effect
of Conduct Constituting Cause; Termination of Employment or Service; or
Change in Control.
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(i)
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If
at any time (whether before or after termination of employment or service)
the Administrator determines that the Grantee has engaged in conduct that
would constitute Cause for termination, the Administrator may provide for
the immediate forfeiture of the Award (including any securities, cash or
other property issued upon settlement of the Award), whether or not the
Restrictions on the Shares of Restricted Stock have lapsed. Any
such determination by the Administrator shall be final, conclusive and
binding on all persons.
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(ii)
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If
the Grantee’s employment with or service to the Company, any Subsidiary or
affiliate thereof terminates for any reason, other than by reason of the
Grantee’s death or Disability, during the Restricted Period, the Grantee
shall immediately forfeit any rights to the Shares of Restricted Stock
with respect to which the Restrictions have not lapsed and shall have no
further rights thereto.
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(iii)
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If
the Grantee’s employment with or service to the Company, any Subsidiary or
affiliate thereof terminates by reason of Grantee’s death or Disability
during the Restricted Period, with respect to Restrictions that lapse
based on the passage on time, the Restrictions on all outstanding
Restricted Stock with respect to which the Restrictions have not lapsed
shall immediately lapse and, with respect to Restrictions that lapse based
on attainment of specified performance conditions, the Restrictions on all
outstanding Restricted Stock with respect to which the Restrictions have
not lapsed shall immediately lapse as if the target performance goals were
met.
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(iv)
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Upon
the occurrence of a Change in Control, Restrictions on all outstanding
Restricted Stock shall immediately lapse, unless the Award is either
assumed or an equitable substitution is made therefore. In addition, if
the Grantee’s employment with or service to the Company, any Subsidiary or
affiliate thereof is terminated other than for Cause within 24 months
following a Change in Control, Restrictions on all outstanding Restricted
Stock with respect to which the Restrictions have not lapsed shall
immediately lapse.
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(f)
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Taxes. Pursuant
to Section 14 of the Plan, the Company (or Subsidiary or affiliate, as the
case may be) has the right to require the Grantee to remit to the Company
(or Subsidiary or affiliate, as the case may be) in cash an amount
sufficient to satisfy any federal, state and local tax withholding
requirements related to the Award. With the approval of the
Administrator, the Grantee may satisfy the foregoing requirement by
electing to have the Company withhold from delivery Shares or by
delivering Shares, in each case, having a value equal to the aggregate
required minimum tax withholding to be collected by the Company or any
Subsidiary or affiliate thereof. Such Shares shall be valued at
their Fair Market Value on the date on which the amount of tax to be
withheld is determined.
Fractional share amounts shall be settled in cash.
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KINETIC
CONCEPTS, INC.
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By:
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Name:
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Title:
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GRANTEE
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Signature:
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Name:
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Address:
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Telephone:
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Social
Security No.:
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DATE OF
GRANT
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NUMBER OF SHARES OF
RESTRICTED STOCK
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This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/26/08 | |||
For Period End: | 12/31/07 | 5, 8-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/08 SEC UPLOAD¶ 10/06/17 1:122K Kinetic Concepts Inc. 9/23/08 SEC UPLOAD¶ 10/06/17 1:141K Kinetic Concepts Inc. |