# **Exhibit 10.20**

 

CANDELACORPORATION2008 STOCK PLANNOTICE OF STOCK APPRECIATION RIGHT GRANT

 

You (the “Grantee”) havebeen granted the following stock appreciation right (“SAR”) relating to sharesof common stock, $0.01 par value per share (the “Common Stock”), of CandelaCorporation, a Delaware corporation (the “Company”), pursuant to the Company’s2008 Stock Plan (the “Plan”):

 
| Name of Grantee:

                                               |   |                                                                                                                                       |
|-----------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Total number of shares  of Common Stock to which SAR relates:

  |   |                                                                                                                                       |
| Grant Price per share  of Common Stock:

                        |   | $                                                                                                                                               |
| Date of Grant:

                                                 |   |                                                                                                                                       |
| Expiration Date:                                                      |   |                                          The SAR may expire earlier as described in the attached Stock Appreciation  Right Agreement. |

 

Vesting Schedule

 
| **Date**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Number of Vested SARs On Such Date**                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| On or after                                          ,  but before                                          |       | [    %  of the] [          ] shares  of Common Stock subject to this SAR                        |
| On or after                                          ,  but before                                          |       | [    %  of the] [          ] shares  of Common Stock subject to this SAR                        |
| On or after                                          ,  but before                                                                                                                                                                                                                                                  |       | an additional  [    % of the]  [          ] shares of  Common Stock subject to this SAR

  |
| On or after                                          ,  but before                                          |       | an additional  [    % of the]  [          ] shares of  Common Stock subject to this SAR

  |
| On or after 

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | 100% of the shares of  Common Stock subject to this SAR                                                                                                               |

 

By your signature and thesignature of the Company’s representative below, you and the Company agree thatthis SAR is granted under and governed by the terms and conditions of the Planand the Stock Appreciation Right Agreement, both of which are attached to andmade a part of this document.

 
| GRANTEE  |   | CANDELA CORPORATION |
|----------|--------|---------------------|
|     |   |                |
| By:      |   |                | By: |   |
| Date:    |   |                | Title: |   |
| Address: |   |                | Date: |   |
|     |   |                |   |   |
|     |   |                |   |   |

 

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CANDELACORPORATION

 

STOCK APPRECIATIONRIGHT AGREEMENT

 

1.          Grant of StockAppreciation Right.

 

(a)     Stock AppreciationRight.  Subject to the terms andconditions set forth in the Notice of Stock Appreciation Right Grant and thisStock Appreciation Right Agreement (the “Agreement”), the Company grants to theGrantee on the Date of Grant a SAR that entitles the Grantee to receive uponexercise of the SAR a number of shares of Common Stock having a fair marketvalue equal to the number of shares of Common Stock with respect to which theSAR is being exercised multiplied by the difference between the fair marketvalue of a share of Common Stock on the date of exercise of the SAR and theGrant Price per share of Common Stock.

 

(b)    Plan and Defined Terms.  The SAR is granted pursuant to the Plan, acopy of which the Grantee acknowledges having received.  All terms, provisions, and conditionsapplicable to the SAR set forth in the Plan and not set forth herein are herebyincorporated by reference herein.  To theextent any provision hereof is inconsistent with a provision of the Plan, theprovisions of the Plan will govern.  Allcapitalized terms that are used in this Agreement and not otherwise definedherein shall have the meanings ascribed to them in the Notice of StockAppreciation Right Grant or, if not defined therein, the Plan.

 

2.          Right to Exercise.  The SAR may be exercised, in whole or inpart, prior to the Expiration Date to the extent it is exercisable.  If the Grantee has continuously served theCompany or any Related Corporation in the capacity of an employee, officer,director or consultant (such service is described herein as maintaining orbeing involved in a “Business Relationship” with the Company), from the Date ofGrant through a date listed under the heading “Vesting Schedule” on the Noticeof Stock Appreciation Right Grant, this SAR shall become exercisable by theGrantee with respect to the number of additional shares of Common Stock setforth opposite such date.  Notwithstandingthe foregoing, the Board may, in its discretion, accelerate the date that anyinstallment of this SAR becomes exercisable. The SAR may be exercised by providing a written notice of exercise tothe Company in such form as the Committee may prescribe.

 

3.          Term and Expiration.

 

(a)     Basic Term.  Subject to earlier termination pursuant tothe terms hereof, the SAR shall expire on the Expiration Date set forth in theNotice of Stock Appreciation Right Grant, which date is 10 years after the Dateof Grant.

 

(b)    Termination of BusinessRelationship with the Company.  If theGrantee ceases to maintain a Business Relationship with the Company, other thanby reason of death or Disability, no further installments of this SAR shallbecome exercisable, and this SAR shall terminate after the passage of ninety(90) days from the date the Business Relationship ceases, but in no event laterthan the scheduled Expiration Date.  Insuch a case, the Grantee’s only rights hereunder shall be those that areproperly exercised before the termination of this SAR.

 

4.          Death; Disability;Dissolution.  If the Grantee dies whileinvolved in a Business Relationship with the Company, this SAR may beexercised, to the extent of the number of shares of Common Stock with respectto which the Grantee could have exercised it on the date of the Grantee’sdeath, by the Grantee’s estate, personal representative or beneficiary to whomthis SAR has been assigned pursuant to Section 8(c), at any time within180 days after the date of death, but no later than the scheduled ExpirationDate.  If the Grantee’s BusinessRelationship with the Company is terminated by reason of the Grantee’sDisability, this SAR may be exercised, to the extent of the number of shares ofCommon Stock with respect to which the Grantee could have exercised it on thedate the Business Relationship was terminated, at any time within 180 daysafter the date of such termination, but not later than the scheduled ExpirationDate.  At the expiration of such 180-dayperiod or the scheduled Expiration Date, whichever is earlier, this SAR shallterminate and the only rights hereunder shall be those as to which the SAR wasproperly exercised before such termination.

 

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5.          Acceleration and Vestingof SARs for Business Combinations.  Ifthe Company is the subject of an Acquisition, then this SAR shall, immediatelyprior to the consummation of such Acquisition, become fully vested andimmediately exercisable by the Grantee.

 

6.          No Obligation toMaintain Business Relationship.  TheCompany and any Related Corporation are not by the Plan or this SAR obligatedto continue to maintain a Business Relationship with the Grantee.

 

7.          Capital Changes andBusiness Successions.  The Plan containsprovisions covering the treatment of SARs in a number of contingencies such asstock splits and mergers.  Provisions inthe Plan for adjustment with respect to stock subject to SARs and the relatedprovisions with respect to successors to the business of the Company including,without limitation, provisions regarding Acquisitions are hereby madeapplicable hereunder and are incorporated herein in their entirety byreference.  Without affecting thegenerality of the foregoing, it is understood that for the purposes of Sections3 and 4 hereof, a Business Relationship with the Company includes a BusinessRelationship with a Related Corporation.

 

8.          MiscellaneousProvisions.

 

(a)     Tax Withholding.  The Company may make such provisions as arenecessary for the withholding of all applicable taxes on the SAR, in accordancewith paragraph 11 of the Plan.  Withrespect to the minimum statutory tax withholding required, the Grantee mayelect to satisfy such tax withholding requirement by having the Companywithhold shares of Common Stock from the SAR upon exercise.

 

(b)    Rights as a Stockholder.  Neither the Grantee nor the Grantee’srepresentative shall have any rights as a stockholder with respect to anyshares of Common Stock to which the SAR relates unless the SAR has beenexercised and share certificates have been issued to the Grantee orrepresentative, as the case may be. Except as expressly provided in the Plan with respect to certain changesin the capitalization of the Company, no adjustment shall be made for dividendsor similar rights for which the record date is prior to the date such sharecertificates are issued.

 

(c)     Nonassignability of SARs. TheSAR is not assignable or transferable by the Grantee except by will or by thelaws of descent and distribution and as otherwise consistent with the terms ofthe Plan and this Agreement. During the lifetime of the Grantee, only theGrantee shall be entitled to exercise the SAR.

 

(d)    Ratification of Actions.  By accepting the SAR, the Grantee and eachperson claiming under or through the Grantee shall be conclusively deemed tohave indicated the Grantee’s acceptance and ratification of, and consent to,any action taken under the Plan or this Agreement and the Notice of StockAppreciation Right Grant by the Company, the Board, or the Committee.

 

(e)     Notice.  Any notice required by the terms of thisAgreement shall be given in writing and shall be deemed effective upon personaldelivery or upon deposit with the United States Postal Service, by registeredor certified mail, with postage and fees prepaid.  Notice shall be addressed to the Company atits principal executive office and to the Grantee at the address that was mostrecently provided by the Grantee in writing to the Company.  The Grantee shall notify the Company upon anychange in the Grantee’s address.

 

(f)       Modification orAmendment.  This Agreement may only bemodified or amended by written agreement executed by the parties hereto, exceptas otherwise provided in paragraph 8 of the Plan regarding the treatment ofSARs upon certain events such as stock splits and mergers.

 

(g)    Entire Agreement.  This Agreement embodies the entire agreementand understanding between the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings relating to suchsubject matter.

 

(h)    Choice of Law.  This Agreement and the Notice of StockAppreciation Right Grant shall be governed by, and construed in accordancewith, the laws of Delaware, as such laws are applied to contracts entered intoand performed in such state.

 

(i)        Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

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(j)        Severability.  In the event any provision of this Agreementshall be held illegal or invalid for any reason, the illegality or invalidityshall not affect the remaining provisions of this Agreement, and this Agreementshall be construed and enforced as if such illegal or invalid provision had notbeen included.

 

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