Exhibit 10.1
Grantee: | [Executive Officer Name] |
Target Number of Restricted Stock Units: | [Target Number] |
Date of Grant: | [Grant Date] |
Vesting: Three Year Cliff (vesting on the third anniversary of the Date of Grant, subject to the satisfaction of performance-based and time-based vesting conditions) |
ABIOMED, Inc.
Second Amended & Restated 2015 Omnibus Incentive Plan
Performance-Based Restricted Stock Unit Agreement (Section 16 and Other Officers)
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Corporation”) to the individual named above (the “Grantee”) pursuant to and subject to the terms of the ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
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(i) Performance Goals. The performance goals for the Performance Period are certain non-financial milestones set forth in Appendix B (the “Milestone Metrics”).
(ii) Earned Percentage. Except as provided in Section 3(e) hereof, the Restricted Stock Units shall be earned based on the number of Milestone Metrics achieved during the Performance Period and the associated percentage shown in the table below (the “Earned Percentage”).
[Redacted]
[Redacted]
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(i) Restricted Stock Units Are Not Assumed or Replaced. If, upon the occurrence of a Change of Control, the Restricted Stock Units are not converted, assumed, or replaced by a successor with an economically equivalent award, then 150% of the Target Number of Restricted Stock Units shall become immediately earned and fully vested upon the closing of the Change of Control; provided, however, that the Compensation Committee (as constituted immediately prior to the applicable Change of Control), in its discretion, may elect to provide that between 150% and 200% of the Target Number of Restricted Stock Units shall become immediately earned and fully vested upon the closing of the Change of Control. Any accelerated vesting pursuant to this Section 3(e) upon a Change of Control is subject to the Grantee having remained in continuous Employment from the Date of Grant through the closing of such Change of Control. The Restricted Stock Units shall be settled within fifteen (15) days following the closing of the Change of Control.
(ii) Restricted Stock Units Are Assumed or Replaced. If, upon the occurrence of a Change of Control, the Restricted Stock Units are converted, assumed, or replaced by a successor with an economically equivalent award, then any unvested and unearned Restricted Stock Units shall become immediately earned and fully vested upon the Grantee’s termination of Employment by the Corporation without Cause or by the Grantee’s resignation for Good Reason, in each case, on or before the second anniversary of the Change of Control, assuming achievement of the performance goals at 150% of the Target Number; provided, however, the Compensation Committee (as constituted immediately prior to the applicable Change of Control), in its discretion, may elect to provide that between 150% and 200% of the Target Number of Restricted Stock Units shall be immediately and fully vested upon such termination of Employment. The Restricted Stock Units will be settled within thirty (30) days following such termination of Employment.
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b. In furtherance of the foregoing and as a condition of eligibility for the Award granted hereunder, and participation in the Plan, the Grantee understands and agrees that if the Grantee’s Employment with the Corporation terminates for any reason (whether voluntary or involuntary), and the Grantee engages in any Prohibited Activity (as defined below) within two (2) years after such termination, the Grantee will repay to the Corporation the economic value of the Award, which results or resulted from the Grantee’s exercise at any time after the date which is twelve (12) months prior to the date of the Grantee’s termination of Employment. For purposes hereof, the economic value to be repaid is the market price per share at the time of exercise or vesting over the exercise price (if any) per share, multiplied by the number of shares so exercised or vested, without regard to any subsequent market price decrease or increase, reduced by any statutory income taxes paid by the Grantee with respect to income recognized in connection with any exercise or vesting. For purposes hereof, the economic value with respect to any Award exercised or vested during a period in which the Grantee is an employee of the Corporation shall be presumed to be the amount reported as employment income by the Corporation. For any period after the Grantee has ceased to be an employee of the Corporation, the economic value shall be calculated by using the high and low price on the date of exercise and vesting, unless there is actual price information available.
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(i) hires or attempts to hire or assist any other person in hiring or attempting to hire any employee of the Corporation; or
(ii) encourages or assists any other person in encouraging any director, officer, employee, agent, consultant, or any other person affiliated with the Corporation to terminate or alter the Grantee’s or its relationship with the Corporation; or
(iii) encourages or assists any other person in encouraging any customer or supplier of the Corporation to terminate or alter its relationship with the Corporation; or
(iv) sells or markets or assists any other person in selling or marketing any product or service that competes, directly or indirectly, with any product or service manufactured, sold, or under development by the Corporation at the time the Grantee’s Employment with the Corporation is terminated (to include the Corporation’s service of providing specialized clinical education and training to healthcare professionals in the interventional cardiology space); or
(v) researches, develops or manufactures or assists any other person in researching, developing or manufacturing any product or service that competes with any product or service conceived, manufactured, sold, or under development by the Corporation at the time the Grantee’s Employment with the Corporation is terminated.
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Executed as of the 26th day of May, 2022.
Corporation: ABIOMED, INC.
By: __________________________________ Name:
Title:
Grantee: By: __________________________________ Name:
Address:
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APPENDIX A
PEER GROUP
[Redacted]
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APPENDIX B
MILESTONE METRICS
[Redacted]
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APPENDIX C
RESTRICTED BUSINESSES
[Redacted]
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