EX-10.10



 





Exhibit 10.10




RESTRICTED STOCK AGREEMENT




          Chronic Care Solutions Holding, Inc. (the “Company”), pursuant to its Stock Incentive
Plan (the “Plan”), hereby grants to Holder the number of shares of Restricted Stock set
forth below at the Purchase Price set forth below. The shares of Restricted Stock are subject to
all of the terms and conditions set forth herein as well as all of the terms and conditions of the
Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise
defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of this Agreement,
the Plan shall govern and control.




	 	 	 	 	 
	Holder:
	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 
	 	 	 	 
	Number of Shares of Time Vested Restricted Stock:
	 	 	 	 
	 
	 	 	 	 
	Number of Shares of Exit Vested Restricted Stock:
	 	 	 	 
	 
	 	 	 	 
	Purchase Price
	 	 	 	 
	 
	 	 	 	 
	Vesting Schedule:
	 	 	 	 
	 
	 	 	 	 
	     Time Vested Restricted Stock:	 	The Time Vested Restricted Stock shall vest in accordance with the terms
and conditions set forth in Section 7(c)(ii) of the Plan.
	 
	 	 	 	 
	     Exit Vested Restricted Stock:	 	The Exit Vested Restricted Stock shall vest in accordance with terms and
conditions set forth Section 7(c)(iii) of the Plan.
	 
	 	 	 	 
	Termination of Employment or Service:	 	Section 7(e) of the Plan regarding treatment of the
Restricted Stock upon termination of the Holder’s
employment or service is incorporated herein by
reference and made a part hereof.
	 
	 	 	 	 
	Restrictions on Shares and Voting Proxy:	 	Section 9 of the Plan regarding restrictions on
Stock is incorporated herein by reference and made
a part hereof.
	 
	 	 	 	 
	 	 	As a condition of the grant the Restricted Stock
hereunder, Holder hereby grants to the Warburg
Investors, acting jointly, the Holder’s irrevocable
proxy, and appoints the Warburg Investors, or any
designee or nominee of the Warburg Investors, as
the Holder’s attorney-in-fact (with full power of
substitution and resubstitution),






 









 





	 	 	 	 	 
	 	 	for and in its name, place and stead, to (i) vote or act by written consent
with respect to the Stock (whether or not vested) now or hereafter owned by the
Holder (or any transferee) (including the right to sign his or her name (as a
shareholder) to any consent, certificate or other document relating to the
Company that applicable law may require) in connection with any and all
matters, including, without limitation, the election of directors (other than
any amendment to the Plan that would require shareholder approval), and (ii) if
requested by the underwriters managing any public offering of the Stock,
execute a lock-up agreement containing terms consistent with Section 9(a) of
the Plan. This proxy shall be coupled with an interest, and the Holder will
take such further action or execute such other instruments as may be necessary
to effectuate the intent of this proxy. The proxy described hereunder shall
terminate upon the expiration of the Lock-Up Period.
	 
	 	 	 	 
	Additional Terms:	 	The Restricted Stock shall be subject to the following additional terms:
	 
	 	 	 	 
	 

	 	•
	 	The Restricted Stock granted hereunder shall be registered in
Holder’s name on the books of the Company, but the certificates
evidencing such Restricted Stock shall be retained by the
Company while the Restricted Stock remains unvested or subject
to the prohibition on transfer set forth in Section 9 of the
Plan, and, in each case, for such additional time as the
Committee determines appropriate in its reasonable discretion.
	 
	 	 	 	 
	 

	 	•
	 	Upon vesting of the Restricted Stock (or such other time that
the Restricted Stock is taken into income), Holder shall satisfy
applicable withholding tax obligations as provided in Section 16
of the Plan.
	 
	 	 	 	 
	 

	 	•
	 	This Restricted Stock Agreement does not confer upon Holder
any right to continue as an employee or service provider of the
Company, the Employer or any of their respective Affiliates.
	 
	 	 	 	 
	 

	 	•
	 	This Restricted Stock Agreement shall be construed and
interpreted in accordance with the laws of the State of
Delaware, without regard to the principles of conflicts of law
thereof.





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THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT
OF RESTRICTED STOCK UNDER THIS RESTRICTED STOCK AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH
THE RESTRICTED STOCK AGREEMENT AND THE PLAN.




	 	 	 	 	 	 	 
	CHRONIC CARE SOLUTIONS HOLDING, INC.	 	HOLDER
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	Signature
	 	Signature

	 
	 	 	 	 	 	 
	Name:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date: