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Mimedx Group, Inc. – ‘10-K’ for 12/31/13 – ‘EX-10.3’

On:  Tuesday, 3/4/14, at 4:11pm ET   ·   For:  12/31/13   ·   Accession #:  1376339-14-5   ·   File #:  1-35887

Previous ‘10-K’:  ‘10-K’ on 3/15/13 for 12/31/12   ·   Next:  ‘10-K/A’ on 4/30/14 for 12/31/13   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/04/14  Mimedx Group, Inc.                10-K       12/31/13   81:10M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    790K 
 2: EX-10.3     Material Contract                                   HTML     33K 
 3: EX-10.4     Material Contract                                   HTML     32K 
 4: EX-10.5     Material Contract                                   HTML     31K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     22K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
57: R1          Document and Entity Information                     HTML     50K 
46: R2          Consolidated Balance Sheets                         HTML    124K 
55: R3          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
59: R4          Consolidated Statements of Operations               HTML     81K 
75: R5          Consolidated Statements of Stockholders' Equity     HTML    151K 
48: R6          Consolidated Statements of Stockholders' Equity     HTML     25K 
                (Parenthetical)                                                  
54: R7          Consolidated Statements of Cash Flows               HTML    156K 
42: R8          Consolidated Statements of Cash Flows               HTML     24K 
                (Parenthetical)                                                  
32: R9          Nature of Business                                  HTML     26K 
76: R10         Significant Accounting Policies                     HTML     62K 
61: R11         Liquidity and Management's Plans                    HTML     24K 
60: R12         Inventories                                         HTML     37K 
66: R13         Property and Equipment                              HTML     41K 
67: R14         Intangible Assets and Royalty Agreement             HTML     66K 
64: R15         Long-Term Debt                                      HTML     47K 
68: R16         Net Income (loss) Per Share                         HTML     56K 
56: R17         Common Stock Placements                             HTML     38K 
58: R18         Equity                                              HTML    218K 
63: R19         Income Taxes                                        HTML     64K 
81: R20         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     69K 
                Investing and Financing Activities                               
71: R21         Related Party Transactions                          HTML     47K 
51: R22         401k Plan                                           HTML     33K 
62: R23         Commitments and Contingencies                       HTML     42K 
53: R24         Quarterly Financial Data (Unaudited)                HTML     80K 
25: R25         Schedule II - Valuation and Qualifying Accounts     HTML     57K 
                (Notes)                                                          
72: R26         Significant Accounting Policies (Policies)          HTML    157K 
78: R27         Inventories (Tables)                                HTML     35K 
37: R28         Property and Equipment (Tables)                     HTML     38K 
36: R29         Intangible Assets and Royalty Agreement (Tables)    HTML     65K 
40: R30         Long-Term Debt (Tables)                             HTML     40K 
41: R31         Net Income (loss) Per Share (Tables)                HTML     56K 
43: R32         Equity (Tables)                                     HTML    224K 
23: R33         Income Taxes (Tables)                               HTML     57K 
69: R34         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     66K 
                Investing and Financing Activities (Tables)                      
50: R35         Related Party Transactions (Tables)                 HTML     43K 
52: R36         Commitments and Contingencies (Tables)              HTML     30K 
28: R37         Quarterly Financial Data (Unaudited) (Tables)       HTML     77K 
80: R38         Nature of Business (Details)                        HTML     24K 
17: R39         Significant Accounting Policies (Details)           HTML     61K 
44: R40         Liquidity and Management's Plans (Details)          HTML     34K 
74: R41         Inventories (Details)                               HTML     40K 
27: R42         Property and Equipment (Details)                    HTML     43K 
35: R43         Intangible Assets and Royalty Agreement (Details)   HTML    132K 
39: R44         Long-Term Debt (Schedule of Debt Instruments)       HTML     37K 
                (Details)                                                        
47: R45         Long-Term Debt (Details)                            HTML     83K 
22: R46         Net Income (loss) Per Share (Details)               HTML     73K 
31: R47         Common Stock Placements (Details)                   HTML     37K 
19: R48         Equity (Narrative) (Details)                        HTML     42K 
73: R49         Equity (Activity of Stock Options) (Details)        HTML     86K 
26: R50         Equity (Exercise Price Ranges) (Details)            HTML     63K 
70: R51         Equity (Summary of Unvested Stock Options)          HTML     41K 
                (Details)                                                        
29: R52         Equity (Assumptions) (Details)                      HTML     38K 
45: R53         Equity (Summary of Restricted Stock Awards)         HTML     63K 
                (Details)                                                        
18: R54         Equity (Recognized Stock-Based Compensation)        HTML     30K 
                (Details)                                                        
21: R55         Equity (Warrants) (Details)                         HTML     71K 
38: R56         Income Taxes (Details)                              HTML     90K 
24: R57         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     93K 
                Investing and Financing Activities (Details)                     
77: R58         Related Party Transactions (Details)                HTML     36K 
49: R59         401k Plan (Details)                                 HTML     35K 
65: R60         Commitments and Contingencies (Details)             HTML     40K 
30: R61         Quarterly Financial Data (Unaudited) (Details)      HTML     43K 
33: R62         Schedule II - Valuation and Qualifying Accounts     HTML     35K 
                (Details)                                                        
79: XML         IDEA XML File -- Filing Summary                      XML    114K 
20: EXCEL       IDEA Workbook of Financial Reports                  XLSX    204K 
34: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.48M 
10: EX-101.INS  XBRL Instance -- mdxg-20131231                       XML   2.43M 
12: EX-101.CAL  XBRL Calculations -- mdxg-20131231_cal               XML    199K 
13: EX-101.DEF  XBRL Definitions -- mdxg-20131231_def                XML    511K 
14: EX-101.LAB  XBRL Labels -- mdxg-20131231_lab                     XML   1.82M 
15: EX-101.PRE  XBRL Presentations -- mdxg-20131231_pre              XML    918K 
11: EX-101.SCH  XBRL Schema -- mdxg-20131231                         XSD    178K 
16: ZIP         XBRL Zipped Folder -- 0001376339-14-000005-xbrl      Zip    249K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  MDXG-2013.12.31- 10-K Ex 10 .3 RSA Agmt  

MIMEDX GROUP, INC.
ASSUMED 2006 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, entered into as of ____________ (the “Grant Date”) by and between _______________ (the “Participant”) and MiMedx Group, Inc. (the “Company”);
WHEREAS, the Company maintains the MiMedx Group, Inc. Assumed 2006 Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:
1.Terms of Award and Definitions. The following additional terms used in this Agreement shall have the meanings set forth in this Section 1:
(a)    Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant is neither employed by the Company, a director of the Company, nor an independent contractor performing services for the Company.
(b)    Designated Beneficiary. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require.
(c)    Restricted Period. A “Restricted Period” is the one year period beginning on the Grant Date and ending on the first anniversary of the Grant Date and the successive one-year periods ending on the second and third anniversaries of the Grant Date.
(d)    Restricted Stock. The number of shares of “Restricted Stock” awarded under this Agreement shall be __________shares. Shares of “Restricted Stock” are shares of Stock granted under this Agreement and are subject to the terms of this Agreement and the Plan.
Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement. All other capitalized terms shall have the meaning assigned to such terms in the Plan.
2.    Award. The Participant is hereby granted the number of shares of Restricted Stock set forth in Section 1.
3.    Deposit of Shares of Restricted Stock. Each certificate issued in respect of shares of Restricted Stock granted under this Agreement shall be registered in the name of the Participant and shall be deposited in a bank designated by the Committee. The grant of Restricted Stock is conditioned upon the Participant endorsing in blank a stock power for the Restricted Stock.
4.    Transfer and Forfeiture of Shares.
(a)    If the Participant’s Date of Termination (as defined above) does not occur during a Restricted Period, then, at the end of such Restricted Period, the Participant shall become vested in one-third of the shares of Restricted Stock, and shall own such shares free of all restrictions otherwise imposed by this Agreement. A certificate reflecting the number of shares of Stock so vested shall be delivered to the Participant as soon as practicable after the end of such Restricted Period, but in any event no later than the fifteenth (15th) day following the end of the applicable Restricted Period. Notwithstanding the foregoing, in the event a Change in Control, as defined in the Plan, occurs on or prior to the third anniversary of the Grant Date and prior to the Participant’s Date of Termination, all of the Participant’s shares of Restricted Stock shall immediately vest and become non-forfeitable.
(b)    If the Participant’s Date of Termination occurs prior to the end of a Restricted Period, the Participant shall forfeit any unvested Restricted Stock as of the Participant’s Date of Termination.
(c)    Otherwise, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered until the Participant is vested in the shares.
5.    Withholding. Participant must make arrangements, satisfactory to the Company, for satisfaction of any applicable foreign, federal, state or local withholding requirements related to the receipt of Restricted Stock or the lapse of restrictions thereon. If no alternative arrangements are made, the Company may withhold Restricted Stock to satisfy such withholding requirements.
6.    Heirs and Successors.
(a)    This Agreement shall be binding upon, and inure to the benefit of, the Company and the Participant and their respective successors and assigns.
(b)    If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan.
(c)    If a deceased Participant has failed to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant.
(d)    If a deceased Participant has designated a beneficiary but the Designated Beneficiary dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.
7.    Substituted or Additional Shares. If, from time to time during the term of this Agreement, there is any stock split-up, stock dividend, stock distribution or other reclassification of the Company’s Common Stock, any and all new, substituted or additional securities to which the Participant is entitled by reason of his or her ownership of the Restricted Stock shall be immediately subject to the terms of this Agreement.
8.    Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to, and governed by, the terms of the Plan, a copy of which is enclosed with this Agreement; and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.
9.    Charges, Taxes and Expenses. The issuance of certificates for shares of Restricted Stock shall be made without charge to the Participant for any transfer tax or other such expense imposed or incurred with respect to the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.
10.    Governing Law. The governing laws applicable to the Plan shall govern this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the Grant Date.
MiMedx Group, Inc.

By:     ___
Name: Parker H. Petit
Its: Chairman of the Board and CEO
ATTEST:
___________________________________________
Vice President Human Resources and Administration    


By my signature below, I further agree to be bound by the terms of the Plan and the Agreement, including but not limited to the terms and provisions contained herein. The Company reserves the right to treat this Award and this Agreement as cancelled, void and of no effect if the Participant fails to return a signed copy of this Agreement within 30 days of receipt of this Agreement.


PARTICIPANT: __________________________________ Date: ____________________

1


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Mimedx Group, Inc.                10-K       12/31/23  116:11M
 2/28/23  Mimedx Group, Inc.                10-K       12/31/22  123:13M
 2/28/22  Mimedx Group, Inc.                10-K       12/31/21  112:13M
 3/08/21  Mimedx Group, Inc.                10-K       12/31/20  111:12M
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Filing Submission 0001376339-14-000005   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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