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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 Exhibit 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, 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. 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 and any Subsidiary
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 ceases to be a Subsidiary of the Company, then, as of such date
of cessation, the Grantee's employment with or service to the Subsidiary
shall be deemed to have terminated.
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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, 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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(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 (to the extent
applicable) 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
No.:
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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. |