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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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Vesting. The
Restricted Stock Units shall vest at such time or times, and/or
upon the
occurrence of such events as are set forth in Appendix
A
hereto.
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(b)
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Nontransferability. Restricted
Stock Units and any interest therein, may not be sold, transferred,
pledged, hypothecated, assigned or otherwise encumbered or disposed
of,
except by will or the laws of descent and distribution, to the
extent
applicable. Any attempt to dispose of any Restricted Stock
Units in contravention of any such restrictions shall be null and
void and
without effect.
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(c)
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Rights
as a
Shareholder. Restricted Stock Units represent only
hypothetical shares; therefore, the Grantee is not entitled to
any of the
rights or benefits generally accorded to stockholders with respect
thereto, except upon vesting, to the extent provided in Paragraph
2(d).
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(d)
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Benefit
Upon
Vesting. Upon the vesting of a Restricted Stock Unit,
the Grantee shall be entitled to receive, within 30 days of the
date on
which such Restricted Stock Unit vests, an amount in cash, Shares
or a
combination of the foregoing, as determined by the Administrator
in its
sole discretion equal, per Restricted Stock Unit, to the sum of
(1) the
Fair Market Value of a Share on the date on which such Restricted
Stock
Unit vests and (2) the aggregate amount of cash dividends paid
with
respect to a Share during the period commencing on the Date of
Grant and
terminating on the date on which such unit vests.
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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, consistent with local law
and
regulations, 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 Restricted Stock Units
have
vested, consistent with local law and regulations. 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 active employment with or service to the Company and any
Subsidiary or affiliate terminates for any reason, other than by
reason of
the Grantee’s death or Disability, then the Grantee shall immediately
forfeit any rights to the Restricted Stock Units that have not
vested as
of the date of termination, if any, the Grantee shall have no further
rights thereto and such Restricted Stock Units shall immediately
terminate; provided that if a Subsidiary or affiliate ceases to
be a
Subsidiary or affiliate of the Company, then, as of such date of
cessation, the Grantee's employment with or service to the Subsidiary
or
affiliate shall be deemed to have terminated; and further provided
that if
Grantee transfers from the Company to its Subsidiary or affiliate
or from
one of the Company’s Subsidiaries or affiliates to another, such transfer
shall not constitute a termination of employment for purposes of
the
vesting of the Award, unless otherwise determined by the Administrator.
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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 Restricted Stock
Units that
vest based on the passage of time, all outstanding unvested Restricted
Stock Units shall immediately vest and, with respect to Restricted
Stock
Units that vest based on the attainment of specified performance
conditions, all outstanding unvested Restricted Stock Units shall
immediately vest 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, all unvested Restricted
Stock Units
shall immediately vest, unless the Award is either assumed or an
equitable
substitution is made therefor. In addition, if the Grantee’s employment
with or service to the Company and any Subsidiary thereof is terminated
other than for Cause within 24 months following a Change in Control,
all
outstanding unvested Restricted Stock Units shall immediately vest.
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(i)
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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 Grantee’s income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“Tax-Related Items”)
related to the Award. Regardless of any action the Company (or
Subsidiary or affiliate) takes with respect to any or all Tax-Related
Items, the Grantee has the ultimate liability for all Tax-Related
Items
legally due by the Grantee and remains responsible for payment
of
same. The Company or Subsidiary (or affiliate): (1) makes no
representations or undertakings regarding the treatment of any
Tax-Related
Items in connection with any aspect of the Award, including the
grant and
vesting of the Restricted Stock Unit, and the subsequent sale of
Shares
acquired pursuant to the Award and the receipt of any dividends
or
dividend equivalents; and (2) does not commit to structure the
terms of
the grant or any aspect of the Award to reduce or eliminate the
Grantee’s
liability for Tax-Related Items.
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(ii)
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In
the event that the Company or Subsidiary (or affiliate) is required
to
withhold any Tax-Related Item as a result of the grant or vesting
of the
Restricted Stock Units, or subsequent sale of Shares or receipt
of
dividends or dividend equivalents, the Grantee shall pay or make
adequate
arrangements satisfactory to the Company and/or the Subsidiary
(or
affiliate) to satisfy all withholding and payment on account obligations
of the Company and/or the Subsidiary (or affiliate). With the approval
of
the Administrator and if permissible under local law, the Grantee
may
elect to have the Company withhold from delivery Shares or deliver
Shares,
in each case, having a value equal to the aggregate required minimum
Tax-Related Items 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. The Grantee agrees to allow the Company and/or the
Subsidiary
(or affiliate) to withhold all applicable Tax-Related Items legally
payable by the Grantee from the Grantee’s wages or other cash compensation
paid to the Grantee by the Company and/or the Subsidiary (or affiliate)
or
from the proceeds of the sale of the Shares. Alternatively, or
in addition, with the approval of the Administrator and if permissible
under local law, to the extent that Grantee is not able to otherwise
pay
the Tax-Related Items withholding, the Grantee agrees that, the
Company
may sell or arrange for the sale of Shares that the Grantee acquires
to
meet the withholding obligation for Tax-Related Items; and/or withhold
Shares, provided that the Company withholds only the amount of
Shares
necessary to satisfy the minimum withholding amount. Finally,
the Grantee shall pay to the Company or the Subsidiary (or affiliate)
any
amount of Tax-Related Items that the Company or the Subsidiary
(or
affiliate) may be required to withhold as a result of the Grantee’s
participation in the Plan or the Grantee’s Award that cannot be satisfied
by the means previously described. The Company may refuse to
deliver the Shares if the Grantee fails to comply with the Grantee’s
obligations in connection with the Tax-Related Items as described
in this
paragraph.
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(a)
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The
Plan is established voluntarily by the Company, it is discretionary
in
nature and it may be modified, amended, suspended or terminated
by the
Company at any time, unless otherwise provided in the Plan and
this Award
Agreement;
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(b)
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The
grant of the Award is voluntary and occasional and does not create
any
contractual or other right to receive future grants of Restricted
Stock
Units, or benefits in lieu of Restricted Stock Units, even if Restricted
Stock Units have been granted repeatedly in the past;
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(c)
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All
decisions with respect to future grants of Restricted Stock Units,
if any,
will be at the sole discretion of the Company;
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(e)
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The
Award is an extraordinary item that does not constitute compensation
of
any kind for services of any kind rendered to the Company or the
Subsidiary (or affiliate), and which is outside the scope of the
Grantee’s
employment contract, if any;
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(f)
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The
Award is not a part of normal or expected compensation or salary
for any
purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments,
bonuses,
long-service awards, pension or retirement benefits or similar
payments;
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(g)
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In
consideration of the grant of the Award, no claim or entitlement
to
compensation or damages shall arise from termination of the Award
or
diminution in value of the Award resulting from termination of
the
Grantee’s active employment by the Company or the Subsidiary (or
affiliate) (for any reason whatsoever and whether or not in breach
of
local labor laws) and the Grantee shall release the Company and
the
Subsidiary (or affiliate) from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court
of
competent jurisdiction to have arisen, then, by signing this Award
Agreement, the Grantee shall be deemed irrevocably to have waived
the
Grantee’s entitlement to pursue such claim; and
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(h)
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Notwithstanding
any terms or conditions of the Plan to the contrary, in the event
of
involuntary termination of the Grantee’s employment (whether or not in
breach of local labor laws), the Grantee’s right to receive the Award and
vest in Restricted Stock Units under the Plan, if any, will terminate
effective as of the date that the Grantee is no longer actively
employed
and will not be extended by any notice period mandated under local
law
(e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); furthermore, in the event of involuntary
termination of employment (whether or not in breach of local labor
laws),
the Grantee’s right to vest in Restricted Stock Unit after termination of
employment, if any, will be measured by the date of termination
of the
Grantee’s active employment and will not be extended by any notice period
mandated under local law.
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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
RESTRICTED
STOCK UNITS
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
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. |