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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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Subject
to Paragraph 5 below, the Option shall become vested and exercisable
as to
25% of the Option Shares on the first anniversary of the Date of
Grant,
and as to an additional 25% of the Option Shares on each of the
three
succeeding anniversaries of Date of Grant, provided that the Optionee
has
been continuously employed by or actively providing services to
the
Company or any Subsidiary or affiliate through each such date
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(b)
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Except
as otherwise provided herein, the right of the Optionee to purchase
Option
Shares with respect to which the Option has become exercisable
and vested
may be exercised in whole or in part at any time or from time to
time
prior to the Expiration Date; provided, however, that the Option
may not
be exercised for a fraction of a Share.
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(a)
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If
at any time (whether before or after termination of employment
or service)
the Administrator determines that the Optionee has engaged in conduct
that
would constitute Cause, consistent with local law and regulations,
the
Administrator may provide for the immediate forfeiture of the Option
(including any securities, cash or other property issued upon exercise
or
other settlement of the Option), whether or not 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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(b)
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If
the Optionee’s active employment with or service to the Company, any
Subsidiary or affiliate thereof terminates for any reason other
than for
Cause, death or Disability, the Option, to the extent vested and
exercisable as of the date of such termination, shall expire 30
days
following the date of such termination and the Option, to the extent
not
vested and exercisable as of the date of such termination, shall
expire as
of such date. Notwithstanding the foregoing, if the Optionee’s
active employment with or service to the Company, any Subsidiary
or
affiliate thereof terminates for Cause, the Option, whether or
not vested
or exercisable, shall expire as of the date of such
termination. The Option shall not be exercisable after the
Expiration Date.
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(c)
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If
the Optionee’s employment with or service to the Company, any Subsidiary
or any affiliate thereof terminates by reason of the Optionee’s death or
Disability, any portion of the Option that is outstanding at such
time
shall become fully and immediately vested and exercisable, and
shall
expire 180 days following the date of such termination. The
Option shall not be exercisable after the Expiration Date.
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(d)
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Upon
the occurrence of a Change in Control, any portion of the Option
that is
outstanding at such time shall become fully and immediately vested
and
exercisable, unless the Option is either assumed or an equitable
substitution is made therefore. In addition, if the Optionee’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, any portion of the Option that is outstanding
at such
time shall become fully and immediately vested and
exercisable.
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(e)
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If
Optionee 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 and exercisability of the Option and the expiration of
the Option,
unless otherwise determined by the Administrator.
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(a)
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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 Optionee to remit to
the Company
(or Subsidiary or affiliate, as the case may be) in cash an amount
sufficient to satisfy Optionee’s income tax, social insurance, payroll
tax, payment on account or other tax-related withholding (“Tax-Related
Items”) related to the Option. Regardless of any action the
Company (or Subsidiary or affiliate) takes with respect to any
or all
Tax-Related Items, the Optionee has the ultimate liability for
all
Tax-Related Items legally due by the Optionee 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 Option,
including
the grant, vesting or exercise of the Option, the subsequent sale
of
Shares acquired pursuant to such exercise and the receipt of any
dividends; and (2) does not commit to structure the terms of the
grant or
any aspect of the Option to reduce or eliminate the Optionee’s liability
for Tax-Related Items.
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(b)
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The
Optionee 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 Optionee 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 Optionee agrees to allow the Company and/or the
Subsidiary (or affiliate) to withhold all applicable Tax-Related
Items
legally payable by the Optionee from the Optionee’s wages or other cash
compensation paid to the Optionee 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
Optionee is not able to otherwise pay the Tax-Related Items withholding,
the Optionee agrees that the Company may sell or arrange for the
sale of
Shares that the Optionee acquires to meet the withholding obligation
for
Tax-Related Items; and/or withhold from delivery Shares having
a value
equal to the aggregate required minimum Tax-Related Items
withholding. Finally, the Optionee 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 Optionee’s participation in the Plan or the Optionee’s
purchase of Shares that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and
refuse to deliver the Shares if the Optionee fails to comply with
the
Optionee’s obligations in connection with the Tax-Related Items as
described in this paragraph.
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(a)
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Shares
shall not be issued pursuant to the exercise of the Option granted
hereunder unless the exercise of such Option and the issuance and
delivery
of such Shares pursuant thereto shall comply with all relevant
provisions
of law, including, without limitation, the U.S. Securities Act
of 1933, as
amended, the U.S. Exchange Act, the requirements of any stock exchange
upon which the Shares may then be listed, and the applicable local
laws,
and shall be further subject to the approval of counsel for the
Company
with respect to such compliance. The Company shall be under no
obligation to effect the registration pursuant to the U.S. Securities
Act
of 1933, as amended, of any interests in the Plan or any Shares
to be
issued hereunder or to effect similar compliance under any state
or local
laws.
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(b)
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All
certificates for Shares delivered under the Plan shall be subject
to such
stock-transfer orders and other restrictions as the Administrator
may deem
advisable under the rules, regulations, and other requirements
of the U.S.
Securities and Exchange Commission, any stock exchange upon which
the
Shares may then be listed, and any applicable federal, state, or
local
securities law, and the Administrator may cause a legend or legends
to be
placed on any such certificates to make appropriate reference to
such
restrictions. The Administrator may require, as a condition of
the issuance and delivery of certificates evidencing Shares pursuant
to
the terms hereof, that the recipient of such Shares make such agreements
and representations as the Administrator, in its sole discretion,
deems
necessary or desirable.
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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 Option
Agreement;
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(b)
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The
grant of the Options is voluntary and occasional and does not create
any
contractual or other right to receive future grants of Options,
or
benefits in lieu of Options, even if Options have been granted
repeatedly
in the past;
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(c)
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All
decisions with respect to future Option grants, if any, will be
at the
sole discretion of the Company;
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(e)
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The
Option 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
Optionee’s employment contract, if any;
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(f)
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The
Option 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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(i)
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If
the Optionee exercises the Option and obtains Shares, the value
of those
Shares acquired upon exercise may increase or decrease in value,
even
below the Option Exercise Price;
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(j)
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In
consideration of the grant of the Option, no claim or entitlement
to
compensation or damages shall arise from termination of the Option
or
diminution in value of the Option or Shares purchased through the
exercise
of the Option resulting from termination of the Optionee’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
Optionee hereby releases 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 Option Agreement, the Optionee shall be deemed
irrevocably to have waived the Optionee’s entitlement to pursue such
claim; and
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(k)
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Notwithstanding
any terms or conditions of the Plan to the contrary, in the event
of
involuntary termination of the Optionee’s employment (whether or not in
breach of local labor laws), the Optionee’s right to receive the Option
and vest in Options under the Plan, if any, will terminate effective
as of
the date that the Optionee 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
Optionee’s
right to exercise the Option after termination of employment, if
any, will
be measured by the date of termination of the Optionee’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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OPTIONEE
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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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Identification
No.:
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DATE
OF
GRANT
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NUMBER
OF
SHARES
SUBJECT
TO
OPTION
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OPTION
EXERCISE
PRICE
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EXPIRATION
DATE
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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. |