WWW.EXFILE.COM -- 15019 -- MATRITECH, INC. -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1

    MATRITECH,
      INC.

    Restricted
      Stock Award Agreement

    


    Matritech,
      Inc. (the “Company”)
      hereby
      grants to the undersigned employee (“Employee”) all right, title and interest in
      the record and beneficial ownership of the stated number of shares of the
      Company’s Common Stock, par value $0.01, subject to the vesting provisions and
      other terms and conditions contained in this Restricted Stock Award Agreement
      (the “Agreement”)
      and in
      the Company’s 2002 Stock Option and Incentive Plan (the “Plan”) pursuant to
      which this award of restricted stock is made. The terms and conditions attached
      hereto are also a part hereof.

    


    


    
      	
               Name
                of Employee:

            	 
	 	 
	
               Date
                of this restricted stock award:

            	 
	 	 
	
               Number
                of shares of the Company’s Common Stock subject to this restricted stock
                award agreement (“Shares”):

            	 
	 	 
	
               Vesting
                Start Date: one year anniversary of award

            	 


    

    


     Vesting
      Schedule: 

    
      	
               One year
                from Award Date (33 and 1/3% of Shares):

            	 
	 	 
	
               Two years
                from Award Date (Additional 33 and 1/3% of Shares):

            	 
	 	 
	
               Three years
                from Award Date (Final 33 and 1/3% of Shares):

            	 
	 	 
	
               All
                vesting is dependent on the continuation of a Business Relationship
                with
                the Company, as provided herein.

            


    

    


    This
      award of restricted stock satisfies in full all commitments that the Company
      has
      to the Employee with respect to the issuance of stock, stock options or other
      equity securities.

    
      
        

      



    
      	 	
               

              Matritech,
                Inc.

            
	
              ____________________________________

            	 
	
              Signature
                of Employee

            	
              By: 
                ____________________________

            
	
              ____________________________________

            	
              Name
                of Officer:

            
	
              Street
                Address

            	
              Title:

            
	
              ____________________________________

            	 
	
              City/State/Zip
                Code

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Matritech,
      Inc.

    


    Restricted
      Stock Award Agreement -- Incorporated Terms and Conditions

    


    1.    Award
      Under Plan.
      This
      award of restricted stock is made pursuant to and is governed by the Company’s
      2002 Stock Option and Incentive Plan (the “Plan”)
      and,
      unless the context otherwise requires, terms used herein shall have the same
      meaning as in the Plan. The Award is also made pursuant to and is subject to
      the
      terms and conditions of the Company’s Amended and Restated Management Bonus Plan
      as of December 9, 2005 (the “Management Bonus Plan”).

    


    2.    Payment
      of Par Value of Shares.
      The
      Employee, as a condition to this award of restricted stock, agrees to pay to
      the
      Company in cash, contemporaneously with the execution of this Agreement, the
      par
      value of the Shares of restricted stock. The Employee further agrees that the
      Company may, in the absence of receipt of cash from the Employee equal to the
      par value of the Shares, withhold from the Employee’s wages or other
      remuneration the par value amount. The Company agrees, in the event of a
      forfeiture of Shares of restricted stock under Section 6(a) hereof due to
      termination of the Employee’s Business Relationship (as defined below) with the
      Company, the Company will repay to the Employee an amount equal to the par
      value
      of the forfeited Shares. 

    


    3.    Custody
      of Restricted Stock.
      Certificates representing the Shares of restricted stock awarded to the Employee
      shall bear appropriate legends noting the restrictions applicable to the Shares.
      The original certificates shall be held by the Company until such time as the
      underlying Shares are no longer subject to the risk of forfeiture, retention
      obligation and securities law restrictions contained in Sections 5, 6 and 8
      hereof. The Employee will also provide the Company with a stock power endorsed
      in blank. At such time as the shares are no longer subject to the risk of
      forfeiture, retention obligation and securities law restrictions contained
      in
      Sections 5, 6 and 8 hereof, the Company will deliver to the Employee original
      certificates without restrictive legends thereon. 

    


    4.    Vesting
      of Restricted Stock.
      All
      Shares subject to this Agreement are subject to a substantial risk of forfeiture
      until such Shares have vested in the Employee in accordance with the terms
      of
      this Agreement. If the Employee has continuously maintained a Business
      Relationship (as defined below) with the Company through the date(s) listed
      on
      the vesting schedule set forth on the cover page hereof, the portion of the
      awarded Shares listed on the vesting schedule shall vest in the Employee and
      no
      longer be subject to forfeiture. “Business
      Relationship”
means
      service to the Company or its successor in the capacity of an employee, officer,
      director or consultant. Notwithstanding the foregoing, the Board may, in its
      discretion, accelerate the date that any installment of this award vests.


    


    5.    Retention
      Obligation; Restrictions after Vesting.
      If the
      Employee is an executive officer of the Company at the time of vesting of any
      portion of the restricted stock award, the Employee is obligated to retain
      in
      his/her ownership a minimum of fifty (50%) percent of the Shares of Common
      Stock
      of the Company acquired through this restricted stock award to the extent that
      the Employee does not then hold by himself/herself or through members of his/her
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    immediate
      family a minimum of 50,000 shares of Common Stock of the Company or shares
      of
      Common Stock of the Company with a value of $50,000, whichever is the lower
      standard; provided, however, that there shall be excluded from the retention
      obligation any Shares the Employee sells to pay withholding taxes due in
      connection with the deferred cash pay-out to the Employee under the Management
      Bonus Plan and on account of the lapse of restrictions on the Shares of
      restricted stock. Certificates representing the shares which remain subject
      to
      the retention obligation shall continue to be held by the Company until they
      are
      no longer subject to the retention obligation. 

     

    6.    Termination
      of Business Relationship.
      

    


    (a)    Termination.
      Except
      as provided in Section 7 hereof, if the Employee’s Business Relationship with
      the Company ceases, voluntarily or involuntarily, with or without cause, no
      further installments of this award shall vest, and the Employee shall forfeit
      all Shares subject to this restricted stock award not vested at the date of
      such
      termination of the Employee’s Business Relationship with the Company. Any
      determination under this Agreement as to the status of a Business Relationship
      or other matters referred to above shall be made in good faith by the Board
      of
      Directors of the Company. 

    


    (b)     Employment
      Status.
      For
      purposes hereof, with respect to employees of the Company, employment shall
      not
      be considered as having terminated during any leave
      of
      absence if such leave of absence has been approved in writing by the Company
      and
      if such written approval contractually obligates the Company to continue the
      employment of the Employee after the approved period of absence; in the event
      of
      such an approved leave of absence, vesting of this restricted stock award shall
      be suspended (and the period of the leave of absence shall be added to all
      vesting dates) unless otherwise provided in the Company’s written approval of
      the leave of absence. For purposes hereof, a termination of employment followed
      by another Business Relationship shall be deemed a termination of the Business
      Relationship with all vesting to cease unless the Company enters into a written
      agreement related to such other Business Relationship in which it is
      specifically stated that there is no termination of the Business Relationship
      under this Agreement. This award shall not be affected by any change of
      employment within or among the Company and its Subsidiaries so long as the
      Employee continuously remains an employee of the Company or any
      Subsidiary.

    


    7.    Death;
      Disability.
      

    


    (a)    Death
      or Disability.
      If the
      Employee ceases to maintain a Business Relationship with the Company by reason
      of his/her disability or death, the Shares of restricted stock subject to this
      Agreement shall fully vest in the Employee (or in his/her estate in the event
      of
      his/her death) and the restrictions (except those contained in Section 8 hereof)
      and substantial risk of forfeiture shall lapse. For purposes hereof,
“disability”
means
      “permanent
      and total disability”
as
      defined in Section 22(e)(3) of the Internal Revenue Code. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      -3-

       

    

    (b)    Retirement
      with Consent of the Company.
      If the
      Employee retires from his/her Business Relationship with the Company with the
      consent of the Company after the Employee has reached age 62, the shares of
      restricted stock subject to this Agreement shall fully vest in the Employee
      and
      the restrictions (except those contained in Section 8 hereof) and substantial
      risk of forfeiture shall lapse. 

    


    (c)    Change
      of Control. In
      the
      event of an Acquisition (as defined herein) prior to the full vesting of this
      award, the vesting of the award shall be accelerated and the Shares of the
      restricted stock subject to this Agreement shall fully vest in the Employee,
      and
      the restrictions (except those contained in Section 8 hereof) and substantial
      risk of forfeiture shall lapse, at the moment immediately preceding the
      consummation of the Acquisition. For purposes of this Plan, an “Acquisition”
shall
      mean: (x) the sale of the Company by merger in which the shareholders of the
      Company in their capacity as such no longer own a majority of the outstanding
      equity securities of the Company (or its successor); or (y) any sale of all
      or
      substantially all of the assets or capital stock of the Company (other than
      in a
      spin-off or similar transaction) or (z) any other acquisition of the business
      of
      the Company, as determined by the Board.

    


    8.    Securities
      Laws Restrictions on Resale.
      Until
      registered under the Securities Act of 1933, as amended, or any successor
      statute (the “Securities
      Act”),
      the
      Shares will be illiquid and will be deemed to be “restricted securities” for
      purposes of the Securities Act. Accordingly, such shares must be sold in
      compliance with the registration requirements of the Securities Act or an
      exemption therefrom and may need to be held indefinitely. Unless the Shares
      have
      been registered under the Securities Act, each certificate evidencing any of
      the
      Shares shall bear a restrictive legend specified by the Company. 

    


    9.    Ownership
      Rights.
      Subject
      to the restrictions set forth herein, the Employee is entitled to all voting
      and
      ownership rights applicable to the Shares, including the right to receive any
      dividends that may be paid on the shares, whether or not vested. Each dividend
      payment will be made no later than the end of the calendar year in which the
      dividends are paid to shareholders of that class of stock or, if later, the
      15th
      day of
      the third month following the date of the dividends are paid to shareholders
      of
      that class of stock.

    


    10.    Award
      Not Transferable.
      This
      award is not transferable or assignable except by will or by the laws of descent
      and distribution. 

    


    11.    No
      Obligation to Continue Business Relationship.
      Neither
      the Plan, this Agreement, nor the restricted stock award imposes any obligation
      on the Company to continue the Employee in employment or other Business
      Relationship.

    


    12.    No
      Severance or Termination Rights.
      Awards
      do not form part of an Employee’s contract of employment and do not entitle an
      Employee to any benefit other than that granted under this Agreement. Any
      benefits granted under this Agreement are not part of an Employee’s ordinary
      salary, and shall not be considered as part of such salary for pension purposes
      or in the event of severance, redundancy or resignation. If Employee’s
      employment is terminated for whatever reason the Employee agrees that he/she
      shall not be entitled by way of damages for 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    breach
      of
      contract, dismissal or compensation for loss of office or otherwise to any
      sum,
      shares or other benefits to compensate for the loss or diminution in value
      of
      any actual or prospective right, benefits or expectation under or in relation
      to
      this Agreement.

    


    13.    Adjustments.
      This
      award is subject to adjustment, as is expressly provided in the Plan, with
      respect to certain changes in the capitalization of the Company.

    


    14.    Withholding
      Taxes.
      If the
      Company in its discretion determines that it is obligated to withhold any tax
      in
      connection with the vesting of any portion of the Shares or the release of
      any
      restrictions applicable to the Shares, the Employee hereby agrees that the
      Company may withhold from the Employee’s wages or other remuneration the
      appropriate amount of tax. At the discretion of the Company, the amount required
      to be withheld may be withheld in cash from such wages or other remuneration
      or
      in kind from the Common Stock or other property otherwise deliverable to the
      Employee on vesting or lapse of restrictions on the Shares. The Employee further
      agrees that, if the Company does not withhold an amount from the Employee’s
      wages or other remuneration sufficient to satisfy the withholding obligation
      of
      the Company, the Employee will make reimbursement on demand, in cash, for the
      amount underwithheld. The Employee further agrees to indemnify the Company
      for
      the Employee’s portion of any social insurance obligations or taxes arising
      under any foreign law with respect to the grant of this restricted stock award,
      the vesting of the restricted stock or the sale or other disposition of the
      restricted stock.

    


    15.    Provision
      of Documentation to Employee.
      By
      signing this Agreement the Employee acknowledges receipt of a copy of this
      Agreement and a copy of the Plan.

    


    16.    Transfer
      of Data Waiver.
      By
      signing this Agreement the Employee acknowledges that in order to perform its
      requirements under this Award, the Company may process personal data and/or
      sensitive personal data about the Employee. Such data includes, but is not
      limited to, the information provided in this award package and any changes
      thereto, other appropriate personal and financial data about the Employee,
      and
      information about the Employee’s participation in the Plan and shares acquired
      under the Plan from time to time. The Employee hereby gives explicit consent
      to
      the Company to process any such personal data and/or sensitive personal data.
      The Employee also gives explicit consent to the Company to transfer any such
      personal data and/or sensitive personal data outside the country in which the
      Employee works and to the United States. The legal persons for whom the personal
      data is intended include the Company and any of its subsidiaries, the outside
      plan administrator as selected by the Company from time to time, and any other
      person that the Company may find in its administration of the Plan appropriate.
      By signing this Agreement, the Employee acknowledges that s/he has been informed
      of his/her right of access and correction to personal data by contacting the
      local Human Resources Representative. The Employee further acknowledges that
      the
      transfer of the information outlined here is important to the administration
      of
      the Plan and failure to consent to the transmission of such information may
      limit or prohibit participation under the Plan.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    17.    Miscellaneous.

    


    (a)    Notices.
      All
      notices hereunder shall be in writing and shall be deemed given when sent by
      mail, if to the Employee, to the address set forth above or at the address
      shown
      on the records of the Company, and if to the Company, to the Company’s principal
      executive offices, attention of the Corporate Secretary.

    


    (b)    Entire
      Agreement; Modification.
      This
      Agreement constitutes the entire agreement between the parties relative to
      the
      subject matter hereof, and supersedes all proposals, written or oral, and all
      other communications between the parties relating to the subject matter of
      this
      Agreement. This Agreement may be modified, amended or rescinded only by a
      written agreement executed by both parties. 

    


    (c)    Fractional
      Shares.
      If,
      because of the adjustment provisions contained in the Plan, the number of shares
      subject to this award includes a fraction of a share, such fraction shall be
      rounded down.

    


    (d)    Issuances
      of Securities; Changes in Capital Structure.
      Except
      as expressly provided herein or in the Plan, no issuance by the Company of
      shares of stock of any class, or securities convertible into shares of stock
      of
      any class, shall affect, and no adjustment by reason thereof shall be made
      with
      respect to, the number of Shares subject to this award. If there shall be any
      change in the Common Stock of the Company through merger, consolidation,
      reorganization, recapitalization, stock dividend, stock split, combination
      or
      exchange of shares, spin-off, split-up or other similar change in capitalization
      or event, the restrictions contained in this Agreement shall apply with equal
      force to additional and/or substitute securities, if any, received by the
      Employee in exchange for, or by virtue of his/her ownership of, Shares, except
      as otherwise determined by the Board.

    


    (e)    Severability.
      The
      invalidity, illegality or unenforceability of any provision of this Agreement
      shall in no way affect the validity, legality or enforceability of any other
      provision. 

    


    (f)    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, subject to the limitations set
      forth in Section 10 hereof.

    


    (g)    Governing
      Law.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of Delaware, without giving effect to the principles of the conflicts
      of laws thereof.