exv10w8w3



 








EXHIBIT 10.8.3




ARTES MEDICAL, INC.

RESTRICTED STOCK GRANT NOTICE

(2006 Equity Incentive Plan)



Artes Medical, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”),
hereby grants to the participant under the Plan (the “Participant”) the number of shares of the
Company’s common stock (the “Common Stock”) set forth below (the “Award”). This Award is subject
to all of the terms and conditions as set forth in this Restricted Stock Grant Notice (the “Grant
Notice”), the Restricted Stock Agreement, and the Plan, all of which are attached hereto and
incorporated herein in their entirety.




	 	 	 	 	 
	Participant:
	 	 	 	 
	 
	 	 	 	 
	Grant Number:
	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 
	 	 	 	 
	Vesting Commencement Date:
	 	 	 	 
	 
	 	 	 	 
	Number of Shares Subject to Award:
	 	 	 	 
	 
	 	 	 	 
	Vesting Schedule:

	 	[Twenty five percent (25%)
per year of the Shares Subject to Award on the
anniversary of the Vesting Commencement Date]
	 	 





Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to the terms and conditions of this Grant Notice, the Restricted Stock
Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Grant
Notice, the Restricted Stock Agreement and the Plan set forth the entire understanding between
Participant and the Company regarding the acquisition of stock in the Company and supersede all
prior oral and written agreements relating thereto, with the exception of other awards previously
granted and delivered to Participant under the Plan.




	 	 	 	 	 	 	 	 	 	 	 
	Artes Medical, Inc.	 	 	 	Participant:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Signature
	 	 	 	 	 	 

Signature
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Attachment I: Restricted Stock Agreement




Attachment II: 2006 Equity Incentive Plan




Attachment III: Election under Section 83(b) of the Code




 









 





ATTACHMENT I




ARTES MEDICAL, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated                                         , 20
                     , is entered into by and between                                                             (“Participant”) and Artes Medical, Inc.,
a Delaware corporation (the
“Company”).



RECITALS




     WHEREAS, the Company has adopted the Artes Medical, Inc. 2006 Equity Incentive Plan (the
“Plan”), which provides for awards of restricted stock to the Company’s Employees, Consultants and
Directors; and



     WHEREAS, Participant is currently serving as an Employee or Director of, or a Consultant to,
the Company; and



     WHEREAS, in order to provide Participant incentive to continue in the employ of the Company
and his or her commitment to the success of the Company, the Compensation Committee of the Board of
Directors of the Company (the “Committee”) has determined that Participant shall be granted an
Award covering shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), subject to the restrictions stated herein and in accordance with the terms and conditions
of the Plan.



     NOW THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:



1. Definitions




     Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have
the same meanings ascribed to them in the Plan.



2. Grant of Award




     The Company hereby grants to Participant, pursuant to the terms of the Restricted Stock Grant
Notice (the “Grant Notice”) and this Agreement (collectively, the “Award Agreement”) an Award
covering the number of shares of Common Stock indicated in the Grant Notice (the “Shares”) and
hereby issues the Shares to Participant.



3. Agreement to Accept Shares




     Participant hereby agrees to accept from the Company, and the Company hereby agrees to issue
to Participant, the Shares.



4. Delivery of the Shares and Award Agreement




     The issuance and delivery of the Shares shall be consummated as follows:



     4.1. Participant agrees to execute and deliver the Grant Notice and this Agreement to the
Company’s Chief Financial Officer, or to such other person as the Company may designate, during
regular business hours, along with such additional documents as the Company may require.



 









 





     4.2. If requested by the Company pursuant to Section 9 below, Participant agrees to execute
three (3) copies of an assignment separate from certificate (with date and number of shares blank)
in a form provided by the Company and to execute joint escrow instructions (or other documents with
a similar purpose) in a form provided by the Company and to deliver the same in accordance with
Section 9 below.



5. Vesting




     Subject to the limitations contained herein, the Shares issued to Participant shall vest as
provided in the Grant Notice, provided, however, that vesting shall cease upon the Termination of
Participant’s service as an Employee, Director or Consultant.



6. Securities Law Compliance




     Notwithstanding anything to the contrary contained herein, the Company shall not deliver any
Shares under the Award Agreement unless the Shares are then registered under the Securities Act or,
if such Shares are not then so registered, the Company has determined that such issuance and
transfer would be exempt from the registration requirements of the Securities Act. The issuance
and transfer of the Shares also must comply with other applicable laws and regulations governing
such Award, and the Company shall not issue the Shares if the Company determines that such issuance
and transfer would not be in material compliance with such laws and regulations.



7. Right of Reacquisition




     In the event of the Termination of Participant’s service as an Employee or Director of, or a
Consultant to, the Company, the Company shall have a right to reacquire (the “Reacquisition
Rights”) the Shares that have not yet vested in accordance with the Vesting Schedule in the Grant
Notice (the “Unvested Shares”). The Company shall, simultaneously with Participant’s Termination
of service, as an Employee, Director or Consultant, automatically reacquire all of the Unvested
Shares, without payment by the Company of any amount with respect thereto, unless the Company
agrees to waive its Reacquisition Rights to any or all of the Unvested Shares. Any such waiver
shall be exercised by the Company by written notice to Participant or his or her representative
(with a copy to the escrow agent, broker or other person who can control the transferability of the
Shares) within 30 days after Participant’s Termination. If the Company does not waive its
Reacquisition Rights to any or all of the Unvested Shares, the escrow agent, broker, etc., shall be
notified accordingly and instructed to return or otherwise credit the Company for the Unvested
Shares.



8. Corporate Transactions




     In the event of a Fundamental Transaction or Change in Control pursuant to Section 10.3 or
Section 10.4 of the Plan, the Reacquisition Rights may be assigned by the Company to the successor
of the Company (or such successor’s parent company), if any, in connection with such corporate
transaction. To the extent the Reacquisition Rights remain in effect following such corporate
transaction, such rights shall apply to the new capital stock or other property received in
exchange for the Common Stock in consummation of the corporate transaction, but only to the extent
the Common Stock was at the time covered by such rights.



9. Escrow of Unvested Shares




     Typically the Company expects that the Shares will be registered on a bookkeeping entry basis
with a broker selected by the Company. Although Participant will be the beneficial owner of the
Shares, the broker will be instructed not to permit transfer of the Shares by Participant prior to
the time the Shares vest in accordance with the Grant Notice. If the Company should at any time
utilize a different method of share transfer, the Company may require Participant, and Participant
hereby agrees, to execute an escrow



 









 




agreement or similar documents (including an assignment separate from certificate) to secure
the Company’s Reacquisition Rights with respect to any Unvested Shares.




10. Rights as Stockholder




     Subject to the provisions of this Agreement (most specifically that Participant may not
dispose of, encumber, or otherwise convert to gain any Unvested Shares), Participant shall exercise
all rights and privileges of a stockholder of the Company with respect to the Shares, regardless of
whether vested or unvested. Participant shall be deemed to be the holder of the Shares for
purposes of receiving any dividends that may be paid with respect to such Shares and for purposes
of exercising any voting rights relating to such Shares, even if some or all of the Shares have not
yet vested and been released from the Company’s Reacquisition Rights.



11. Limitations on Transfer




     In addition to any other limitation on transfer created by applicable securities laws,
Participant agrees not to sell, assign, hypothecate, donate, encumber or otherwise dispose of any
interest in the Shares, except by will or by the laws of descent and distribution, while the Shares
are subject to the Reacquisition Rights.



12. Restrictive Legends




     The stock certificates evidencing the Shares issued under the Award Agreement shall bear
appropriate legends determined by the Company.



13. Award not a Service Contract




     The Award Agreement is not an employment or service contract, and nothing in the Award
Agreement shall be deemed to create in any way whatsoever any obligation on the Company or an
Affiliate to continue Participant’s employment or service. In addition, nothing in the Award
Agreement shall obligate the Company or an Affiliate, their respective stockholders, Boards of
Directors, officers or Employees to continue any relationship that Participant may have as an
Employee or Director of, or a Consultant to, the Company or an Affiliate.



14. Withholding Obligations




     14.1. Participant understands and agrees that Participant is solely responsible for any and
all federal, state, local and foreign tax withholding obligations in connection with the Award.
Participant further agrees to make adequate provision for any sums required to satisfy the federal,
state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which
arise in connection with the Award and any lapse of Reacquisition Rights relating to the Shares
subject to the Award.



     14.2. If Participant does not deliver to the Company’s Chief Financial Officer at least five
(5) days prior to any date on which any Reacquisition Rights relating to the Shares will lapse
(each, a “Vesting Date”) a written notice of Participant’s election to satisfy by cash, check or
other manner agreeable to the Company, all federal, state, local or foreign tax withholding
obligations related to such Shares, Participant and the Company agree that the Company shall retain
that number of the Shares, based on the fair market value of the Company’s common stock on such
Vesting Date, with an aggregate value equal to the amount of all federal, state, local or foreign
tax withholding obligations that Participant, the Company, or an Affiliate would incur as a result
of the lapse of Reacquisition Rights relating to such Shares.



 









 





     14.3. Unless and until the tax withholding obligations of the Company or any Affiliate are
satisfied, the Company shall have no obligation to issue a certificate for, or permit the transfer,
alienation, etc. of, any of the Shares.



15. Section 83(b) Election




     Participant understands that Section 83(a) of the Code taxes as ordinary income the difference
between the amount paid for the Shares and the fair market value of the Shares as of the date any
restrictions on the Shares lapse. In this context, “restriction” means the Reacquisition Rights of
the Company pursuant to Section 7 of this Agreement. Despite the fact that it might be unusual to
make the following election in the circumstances of this Agreement (because of the significant
taxes potentially due in the year of the election as described below), Participant understands that
Participant may elect to be taxed at the time the Shares are granted, rather than when and as the
Reacquisition Rights expire, by filing an election under Section 83(b) (an “83(b) Election”) of the
Code with the Internal Revenue Service within 30 days from the date the Shares were granted. A
form of such election is attached hereto as Attachment III. The difference between the
fair market value of the Shares at the time of the execution of this Agreement and the amount
Participant is paying for the Shares, if any, makes it unlikely that Participant will choose to
make an 83(b) Election, as such election would require that Participant pay taxes on that
difference at the time the Shares are purchased. However, the 83(b) Election must be made if
Participant wishes to avoid additional income under Section 83(a) in the future. Accordingly,
Participant understands the decision to file or not file such an election has potentially dramatic
tax consequences, and if the decision is made to file such an election it must be filed in a
timely. Elections which are filed late can never be effective. Participant further understands
that an additional copy of such election form should be filed with his or her federal income tax
return for the calendar year in which the date of this Agreement falls. Participant acknowledges
that the foregoing is only a summary of the effect of United States federal income taxation with
respect to purchase of the Shares hereunder, and does not purport to be complete. Participant
further acknowledges that the Company has directed Participant to seek independent advice regarding
the applicable provisions of the Code, the income tax laws of any municipality, state or foreign
country in which Participant may reside, the tax consequences of Participant’s death and the
decision as to whether or not to file an 83(b) Election in connection with the acquisition of the
Shares.


PARTICIPANT ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY
OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.




16. Representations




     Participant has reviewed with his or her own tax advisors the federal, state, local and
foreign tax consequences relating to the Award and the transactions contemplated by the Award
Agreement. Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Participant understands that he or she (and
not the Company) shall be responsible for any tax liability that may arise as a result of the Award
or the transactions contemplated by the Award Agreement.



17. Data Privacy Consent




     Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of Participant’s personal data as described in this document by and
among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing,
administering and managing Participant’s participation in the Plan. Participant understands that
the Company and its Affiliates hold certain personal information about Participant, including, but
not limited to, name, home



 









 




address and telephone number, date of birth, social security or insurance number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all options or any other entitlement to shares of stock awarded, canceled,
purchased, exercised, vested, unvested or outstanding in Participant’s favor for the purpose of
implementing, managing and administering the Plan (“Data”). Participant understands that the Data
may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in Participant’s country or elsewhere
and that the recipient country may have different data privacy laws and protections than
Participant’s country. Participant understands that he or she may request a list with the names
and addresses of any potential recipients of the Data by contacting the Secretary of the Company.
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing
Participant’s participation in the Plan, including any requisite transfer of such Data, as may be
required to a broker or other third party with whom Participant may elect to deposit any shares
acquired under the Plan. Participant understands that Data will be held only as long as is
necessary to implement, administer and manage participation in the Plan. Participant understands
that he or she may, at any time, view Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein, in any case without cost, by contacting the Secretary of the Company in writing.
Participant understands that refusing or withdrawing consent may affect Participant’s ability to
participate in the Plan. For more information on the consequences of refusing to consent or
withdrawing consent, Participant understands that he or she may contact the Secretary of the
Company.




18. Acknowledgment




     Participant acknowledges and agrees that notwithstanding any terms or conditions of the Plan
to the contrary, in the event of involuntary Termination (whether or not in breach of local labor
laws), the Participant’s right to receive benefits under the Award Agreement, if any, will
terminate effective as of the date that Participant 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 (whether or not in breach of local labor laws), Participant’s right to
receive benefits under the Award Agreement after Termination, if any, will be measured by the date
of termination of Participant’s active employment and will not be extended by any notice period
mandated under local law.



19. Notices




     Any notices provided for in the Award Agreement or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the
Company to Participant, five (5) days after deposit in the United States mail, postage prepaid,
addressed to Participant at the last address provided by Participant to the Company.



20. Survival of Terms




     The Award Agreement shall apply to and bind Participant and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal
successors.



21. Failure to Enforce not a Waiver




     The failure of the Company to enforce at any time any provision of the Award Agreement shall
in no way be construed to be a waiver of such provision or of any other provision hereof.



 









 





22. Amendments




     The Award Agreement may be amended or modified at any time only by an instrument in writing
signed by each of the parties hereto.



23. Authority of the Committee




     The Committee shall have full authority to interpret and construe the terms of the Award
Agreement. The determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.



24. Miscellaneous




     24.1. The rights and obligations of the Company under the Award Agreement shall be
transferable to any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.



     24.2. Participant agrees upon request to execute any further documents or instruments
necessary or desirable in the sole determination of the Company to carry out the purposes or intent
of the Award Agreement.



     24.3. Participant acknowledges and agrees that he or she has reviewed the Award Agreement in
its entirety, has had an opportunity to obtain the advice of counsel prior to executing and
accepting the Award Agreement and fully understands all provisions of the Award Agreement.



     24.4. If Participant has received this or any other document related to the Plan translated
into a language other than English and if the translated version is different than the English
version, the English version will control.



     24.5. The Award Agreement may be signed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument.



25. Governing Plan Document




     The Award is subject to all the provisions of the Plan, the provisions of which are hereby
made a part of Participant’s Award, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.
In the event of any conflict between the provisions of the Award and those of the Plan, the
provisions of the Plan shall control. Participant represents that he or she has read this
Agreement, the Grant Notice and the Plan, and is familiar with their terms and provisions.
Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Award Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.



	 	 	 	 	 	 	 	 	 	 	 
	Artes Medical, Inc.	 	 	 	Participant:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Signature
	 	 	 	 	 	 

Signature
	 	 






	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






 









 








ATTACHMENT II




2006 EQUITY INCENTIVE PLAN

OF

ARTES MEDICAL, INC.



See Exhibit 10.7 to this Registration Statement.




 









 








ATTACHMENT III




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986



The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of
any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property
described below:



1. The name address, taxpayer identification number and taxable year of the undersigned are as
follows:




	 	 	 	 	 
	NAME OF TAXPAYER:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	NAME OF SPOUSE:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	ADDRESS:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	IDENTIFICATION NO. OF TAXPAYER:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	IDENTIFICATION NO. OF SPOUSE:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	TAXABLE YEAR:
	 	 	 	 
	 

	 	 

	 	 





2. The property with respect to which the election is made is described as follows:                                         shares (the “Shares”) of the Common Stock of Artes Medical, Inc. (the “Company”).



3. The
date on which the property was transferred is:                                         , 20                    .



4. The property is subject to the following restrictions:



The Shares may not be transferred and are subject to forfeiture under the terms of an agreement
between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain
conditions in such agreement.



5. The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property is: $                    .



6. The amount paid for such property is: $                    .



The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.



THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED EXCEPT WITH THE CONSENT
OF THE COMMISSIONER.




	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	, 	 	20	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 

	 	 

Taxpayer
	 	 





The undersigned spouse of taxpayer joins in this election.




	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	, 	 	20	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 

	 	 

Spouse of Taxpayer