RESTRICTED STOCK AGREEMENT EVIDENCING THE GRANT BY THE REGISTRANT



 Exhibit 10.2 
  
 LIFELINE SYSTEMS, INC. 
  
 Restricted Stock Agreement 
 Granted Under 2000
Stock Incentive Plan 
  
 This Agreement evidences the grant of
restricted stock by Lifeline Systems, Inc., a Massachusetts corporation (the “Company”), on December 7, 2005 (the “Effective Date”) to Ronald Feinstein, the President and Chief Executive Officer of the Company (the
“Participant”). 
  
 For valuable consideration, receipt
of which is acknowledged, the parties hereto agree as follows: 
  
 1. Issuance of Shares. 
  
 The Company hereby issues to
the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s 2000 Stock Incentive Plan, as amended (the “Plan”), 60,000 shares (the “Shares”) of common stock, $0.02 par value per
share, of the Company (“Common Stock”). The Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares issued to the Participant. The Participant agrees that the Shares shall be
subject to forfeiture pursuant to Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement. 
  
 2. Forfeiture. 
  
 (a) In the event that the Participant ceases to be employed by the Company for any reason or no reason, with or without cause (the
“Employment Termination Date”), prior to May 1, 2011, the Participant shall forfeit to the Company, without compensation, all of the Unvested Shares (as defined below). 
  
 “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the
Employment Termination Date. The “Applicable Percentage” shall be (i) 100% during the period commencing on the Effective Date and ending April 30, 2009, (ii) 66 2/3% during the period from May 1, 2009 through and
including April 30, 2010, (iii) 33 1/3% during the period from May 1, 2010 through and including April 30, 2011 and (iv) zero on and after May 1, 2011. 
  
 (b) Notwithstanding subsection (a) above, in the event that the Participant’s employment is
terminated pursuant to Section 11(iii) of that certain Employment and Noncompetition Agreement, effective as of May 1, 2003, as amended (the “Employment Agreement”), any Unvested Shares that would otherwise cease to be Unvested
Shares pursuant to subsection (a) above within the twelve-month period following such date of termination, shall cease to be Unvested Shares and shall no longer be subject to forfeiture pursuant to subsection (a). 
  
 (c) Notwithstanding Section 8(c)(3) of the Plan, upon a
Change in Control Event resulting in consideration to the shareholders of the Company of more than $20.95 (subject to appropriate adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other 










 
similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend) per share of Common Stock (as
valued by the Board of Directors of the Company), any restrictions and conditions on the Shares (including the forfeiture provisions of subsection (a)) shall automatically be deemed terminated or satisfied. Upon a Change in Control Event resulting
in consideration which is not more than $20.95 (subject to appropriate adjustment as described in the prior sentence) per share of Common Stock, such restrictions and conditions shall remain in effect in accordance with their terms. 
  
 (d) For purposes of this Agreement, employment with the
Company shall include employment with a parent or subsidiary of the Company. 
  
 3. Forfeiture Procedure. 
  
 (a) At any time following an Employment Termination Date, the Company may deliver or mail to the Participant (or his estate) a written notice of forfeiture. Such notice shall specify the number of Shares to be
forfeited by the Participant (or his estate). 
  
 (b) Within 10 days after delivery to the Participant of the Company’s notice of forfeiture pursuant to subsection (a) above, the Participant (or his estate) shall, pursuant to the provisions of the Joint Escrow Instructions
referred to in Section 5 below, tender to the Company at its principal offices, for no consideration, the certificate or certificates representing the Shares to be forfeited, duly endorsed in blank or with duly endorsed stock powers attached
thereto, all in form suitable for the transfer of such Shares to the Company. 
  
 (c) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on
account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. 
  
 4. Restrictions on Transfer. The Participant shall not sell, assign,
transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Shares, or any interest therein, that are subject to forfeiture, except that the Participant may transfer such Shares
(i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for
the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in this Section 4 and the forfeiture obligations set
forth in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or
(ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation), provided that, except as otherwise set forth in this Agreement, the securities or other
property received by the Participant in connection with such transaction shall remain subject to this Agreement. 
  

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 5. Escrow. 
  
 The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A.
The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as
Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of
such Joint Escrow Instructions. 
  
 6. Restrictive Legends.

  
 All certificates representing Shares shall have affixed
thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: 
  
 “The shares of stock represented by this certificate are subject to restrictions on transfer and a forfeiture requirement set forth in a certain
Restricted Stock Agreement between the corporation and the registered owner of these shares (or his predecessor in interest), and such Agreement is available for inspection without charge at the office of the Chief Financial Officer of the
corporation.” 
  
 7. Provisions of the Plan. 
  
 (a) This Agreement is subject to the provisions of the Plan,
a copy of which is furnished to the Participant with this Agreement. 
  
 (b) As provided in the Plan, upon the occurrence of an Acquisition Event (as defined in the Plan), the forfeiture and other rights of the Company hereunder shall inure to the benefit of the Company’s successor
and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such Acquisition Event in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in
connection with an Acquisition Event, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the
vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.

  
 8. Withholding Taxes; Section 83(b) Election. 

 
 (a) The Participant acknowledges and agrees that the
Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the
Company’s right to reacquire the Shares upon the forfeiture thereof. 
  

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 (b) The Participant has reviewed with the Participant’s own tax advisors the
federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its
agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this issuance of Shares or the transactions contemplated by this
Agreement. The Participant understands that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are acquired rather than when and as the Company’s right to reacquire the Shares upon forfeiture expires by
filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of issuance. 
  
 THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83
(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF. 
  
 9. Miscellaneous. 
  
 (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting of the Shares pursuant to Section 2 hereof is
earned only by continuing service as an employee of the Company (not through the act of being hired or acquiring shares hereunder). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule
set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all. 
  
 (b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 
  
 (c) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either
generally or in any particular instance, by the Board of Directors of the Company. 
  
 (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement. 
  
 (e) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given
upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement,
or at such other address or addresses as either party shall designate to the other in accordance with this Section 9(e). 
  

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 (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
  
 (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the Shares, and
supersede all prior agreements and understandings, relating to the subject matter of this Agreement. In the event of an inconsistency between this Agreement and the Employment Agreement, the provisions of this Agreement shall govern. 
  
 (h) Amendment. This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Participant. 
  
 (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of
Massachusetts without regard to any applicable conflicts of laws. 
  
 (j) Participant’s Acknowledgments. The Participant acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal
counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and
(v) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant. 

 
 (k) In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification or shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, the vesting schedule
shall be appropriately adjusted as determined by the Board of Directors. 
  
 [Remainder of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 
  

			
	 LIFELINE SYSTEMS, INC.

		
	 By:
	 	/s/    L. DENNIS SHAPIRO        
	 Name:
	 	L. Dennis Shapiro
	 Title:
	 	Chairman
		
	 Address:
	 	 111 Lawrence Street

	 	 	 Framingham, MA 01702

	
	/s/    RONALD
FEINSTEIN        
	Ronald Feinstein
		
	 Address:
	 	 c/o Lifeline Systems, Inc.

	 	 	 111 Lawrence Street

	 	 	 Framingham, MA 01702



  

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 Exhibit A

  
 LIFELINE SYSTEMS, INC. 
  
 Joint Escrow Instructions 
  
 December 7, 2005 
  
 Jeffrey A. Stein 
 Secretary – Lifeline Systems, Inc. 
 c/o Wilmer Cutler Pickering Hale and Dorr LLP 
 60 State Street 
 Boston, MA 02109 
  
 Dear Sir: 
  
 As Escrow Agent for Lifeline Systems, Inc., a Massachusetts corporation, and its successors in interest under the Restricted
Stock Agreement (the “Agreement”), effective as of December 7, 2005, to which a copy of these Joint Escrow Instructions is attached (the “Company”), and the undersigned person (“Holder”), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with the following instructions: 
  
 1. Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held
by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and
appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to
the provisions of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you. 
  
 2. Closing of Forfeiture. 
  
 (a) Upon any required forfeiture of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice
specifying the number of Shares to be forfeited, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and
direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
  
 (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares,
(ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company. 
  
 3. Withdrawal. The Holder shall have the right to withdraw from this escrow
any Shares which are no longer subject to forfeiture. 









 4. Duties of Escrow Agent. 
  
 (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of
the parties hereto. 
  
 (b) You shall be
obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment,
and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
  
 (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
Company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or Company by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction. 
  
 (d)
You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 

 
 (e) You shall be entitled to employ such legal counsel,
including Wilmer Cutler Pickering Hale and Dorr LLP, and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. 
  
 (f) Your rights and responsibilities as Escrow Agent
hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall become Escrow Agent hereunder;
in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder. 
  
 (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments. 
  
 (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings. 
  

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 (i) These Joint Escrow Instructions set forth your sole duties with respect to any and
all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. 
  
 (j) The Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs and expenses, including
attorneys’ fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall result from your gross negligence or willful
misconduct. 
  
 5. Notice. Any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties
thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto. 
  

			
	COMPANY:	  	Notices to the Company shall be sent to the address set forth below the Company’s signature below, Attn: Chairman of the Board of Directors.
		
	HOLDER:	  	Notices to Holder shall be sent to the address set forth below Holder’s signature below.
		
	ESCROW AGENT:	  	Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.

  
 6. Miscellaneous.

  
 (a) By signing these Joint Escrow
Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a party to the Agreement. 
  
 (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. 
  
 [Remainder of Page Intentionally Left Blank]

  

 A-3 









			
	Very truly yours,
	
	 LIFELINE SYSTEMS, INC.

		
	 By:
	 	/s/    L. DENNIS SHAPIRO        
	 Name:
	 	L. Dennis Shapiro
	 Title:
	 	Chairman
		
	 Address:
	 	 111 Lawrence Street

	 	 	 Framingham, MA 01702

	
	 HOLDER:

	
	/s/    RONALD
FEINSTEIN        
	Ronald Feinstein
		
	 Address:
	 	c/o Lifeline Systems, Inc.
	 	 	 111 Lawrence Street

	 	 	 Framingham, MA 01702



  

	
	ESCROW AGENT:
	
	/s/    JEFFREY A. STEIN        
	Jeffrey A. Stein

  

 A-4 








  
 Exhibit B

  
 (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)

  
 FOR VALUE RECEIVED, I hereby sell, assign and transfer unto
                                
(                        ) shares of Common Stock, $0.02 par value per share, of Lifeline Systems, Inc. (the
“Corporation”) standing in my name on the books of the Corporation represented by Certificate(s) Number
                         herewith, and do hereby irrevocably constitute and appoint
                                        
                 attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. 
  

									
	 	 	 	 	Dated:
                            
			
	IN PRESENCE OF	 	 	 	 
			
	 	 	 	 	 

  
 NOTICE: The
signature(s) to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration, enlargement, or any change whatever and must be guaranteed by a commercial bank, trust company or
member firm of the Boston, New York or Midwest Stock Exchange.