exv10w1w2



 




Exhibit 10.1.2




HEALTH GRADES, INC.

Grant Notice of Restricted Stock Award




Health Grades, Inc., a Delaware corporation (the “Company”), hereby awards to Grantee the
number of shares of the Company’s common stock, $.001 par value per share (“Common Stock”), set
forth below (“Stock Award”). This Stock Award is subject to all of the terms and conditions as set
forth herein and in the Restricted Stock Agreement attached hereto as Exhibit A and the
Health Grades, Inc. 2006 Equity Compensation Plan, as amended from time to time (the “Plan”).
Capitalized terms used herein without definition have the meanings given them in the Restricted
Stock Agreement and the Plan, as applicable.



	 	 	 
	Grantee:

	 	NAME
	Date of Grant:

	 	DATE
	Number of Shares Subject to Award:

	 	NUMBER
	Restriction Period Vesting Schedule:

	 	SCHEDULE NAME






The Restricted Shares subject to this Stock Award are restricted and forfeitable except as
otherwise provided herein, in the Restricted Stock Agreement and the Plan; provided that the
Restriction Period shall lapse as to the percentage of shares set forth below if the Grantee
remains employed by, or provides services to, the Employer as of the dates set forth below:



First anniversary date of Stock Award: XX%




Second anniversary date of Stock Award: XX%




Third anniversary date of Stock Award: XX%




Fourth anniversary date of Stock Award: XX%




Additional Terms/Acknowledgements: The undersigned Grantee acknowledges receipt of, understands
and agrees to be bound by the terms and provisions of, this Grant Notice, the Restricted Stock
Agreement and the Plan. Grantee further acknowledges that as of the Date of Grant, this Grant
Notice and the Restricted Stock Agreement set forth the entire understanding between Grantee and
the Company regarding the Stock Award and supersede all prior oral and written agreements or
understandings on that subject.



	 	 	 	 	 	 	 
	HEALTH GRADES, INC.	 	Grantee:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature
	 	 	 	Signature
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 







 


 









 







Exhibit A




HEALTH GRADES, INC.

Restricted Stock Agreement




This Restricted Stock Agreement (this “Agreement”) is attached as Exhibit A to a
Grant Notice of Restricted Stock Award (the “Grant Notice”), pursuant to which Grantee has been
informed of the basic terms of a restricted stock award by the Company. By his or her acceptance
of the Grant Notice, Grantee has agreed to be bound by the terms and conditions of this Agreement.
Capitalized terms used, but not defined, herein shall have the meaning ascribed to them in the
Grant Notice or the Health Grades, Inc. 2006 Equity Compensation Plan, as amended from time to time
(the “Plan”), as applicable.



A. The Company desires to give Grantee an inducement to acquire a proprietary interest in the
Company and an added incentive to advance the interests of the Company by granting Grantee a Stock
Award consisting of restricted shares of Common Stock of the Company (the “Shares”), on the terms
and conditions and subject to the restrictions set forth herein and in the Grant Notice; and



B. The Company and Grantee desire to enter into this Agreement to set forth the terms and
conditions of such grant.



NOW, THEREFORE, the Company and Grantee mutually agree as follows:



1. Grant of Restricted Stock.



(a) Subject to the terms and conditions of this Agreement and the Plan, the Company has
granted to Grantee the number of Shares specified in the Grant Notice. Such Shares are subject to
the restrictions provided for in this Agreement and are referred to collectively as the “Restricted
Shares” and each as a “Restricted Share.”



(b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may
represent more than one Restricted Share) registered in the name of Grantee. Grantee shall have
all rights of a stockholder of the Company with respect to each Restricted Share (including the
right to receive dividends and other distributions, if any). However, all restrictions provided
for in this Agreement shall apply to each Restricted Share and to any other securities distributed
with respect to such Restricted Share. Except as provided in a Grant Notice, no Restricted Share
may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such
Restricted Share has vested in Grantee in accordance with all terms and conditions of this
Agreement and the Grant Notice. Each Restricted Share shall remain restricted and subject to
forfeiture to the Company unless and until such Restricted Share has vested in Grantee in
accordance with all of the terms and conditions of this Agreement and the Grant Notice. Each stock
certificate evidencing any Restricted Share may contain such legends and stock transfer
instructions or limitations as may be determined or authorized by the Company in its sole
discretion. The Company may, in its sole discretion, retain custody of any such certificate
throughout the Restriction Period and require, as a condition to issuing any such certificate, that
Grantee tender to the Company a stock power duly executed in blank relating to such custody.


 


 









 





2. Normal Vesting. If Grantee remains continuously employed by, or provides services
to, the Employer, then the Restriction Period shall lapse and the Restricted Shares shall vest in
accordance with the Restriction Period Vesting Schedule set forth in the Grant Notice.



3. Accelerated Vesting. Notwithstanding Section 2 of this Agreement, if Grantee has
been continuously employed by the Employer through the date immediately prior to the occurrence of
a Change in Control as defined in Section 5 of this Agreement, the Restriction Period shall lapse
and the Restricted Shares shall vest immediately upon such Change in Control and payment for or
other disposition of the Shares shall be governed by Section 14 of the Plan.



4. Issuance of Unrestricted Shares. Upon the vesting of any Restricted Shares, such
vested Restricted Shares shall no longer be subject to forfeiture as provided in Section 6 of this
Agreement, but shall continue to be subject to the provisions of Section 8 of this Agreement.



5. Change in Control. A “Change in Control” of the Company shall have the meaning
given such term in the Plan.



6. Forfeiture. If (i) Grantee’s employment with the Employer is terminated for any
reason, whether by the Employer with or without cause, voluntarily or involuntarily by Grantee or
otherwise, (ii) Grantee attempts to transfer or otherwise dispose of any of the Restricted Shares
or the Restricted Shares become subject to attachment or any similar involuntary process, in
violation of this Agreement, or (iii) other restrictions or conditions set forth in the Grant
Notice are not met, then any Restricted Shares that are subject to a Restriction Period and have
not previously vested (including pursuant to Section 3 of this Agreement) shall immediately be
forfeited by Grantee to the Company, Grantee shall thereafter have no right, title or interest
whatever in such Restricted Shares, and, if the Company does not have custody of any and all
certificates representing Restricted Shares so forfeited, Grantee shall immediately return to the
Company any and all certificates representing Restricted Shares so forfeited. Additionally,
Grantee shall deliver to Company a stock power duly executed in blank relating to any and all
certificates representing Restricted Shares forfeited to the Company in accordance with the
previous sentence or, if such stock power has previously been tendered to the Company, the Company
shall be authorized to deem such previously tendered stock power delivered, and the Company shall
be authorized to cancel any and all certificates representing Restricted Shares so forfeited and
issue and deliver to Grantee a new certificate for any Shares which vested prior to forfeiture.


 


 









 





7. Lock-Up. If requested by the Company in connection with any registration of the
offering of any securities of the Company under the Securities Act of 1933, as amended (the
“Securities Act”), Grantee shall not sell or otherwise transfer any securities of the Company
during the 180-day period (or such other period as may be requested in writing by the managing
underwriter of such offering and agreed to in writing by the Company) (the “Market Standoff”)
following the effective date of a registration statement of the Company filed under the Securities
Act. Such restrictions shall apply only to the first registration statement of the Company to
become effective under the Securities Act that includes securities to be sold on behalf of the
Company to the public in an underwritten public offering under the Securities Act. The Company may
impose stop-transfer instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff.



8. Transfer Restrictions.



(a) Grantee understands that, notwithstanding the lapse of the Restriction Period and vesting
of the Restricted Shares under Sections 2 and 3 of this Agreement, none of the Shares issued to
Grantee pursuant to this Agreement has been registered under the Securities Act, or any state
securities laws, in reliance upon exemptions from registration. The Restricted Shares therefore
cannot be sold unless they are subsequently registered under the Securities Act or Grantee obtains
an opinion of counsel satisfactory to the Company that such sale may be effected without violation
of applicable federal or state securities laws.



(b) The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan
or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
transferee to whom such Shares shall have been so transferred.



9. Limitation on Change in Control Payments. Notwithstanding anything in this
Agreement to the contrary, if, with respect to Grantee, the acceleration of the vesting of
Restricted Shares as provided in Section 3 of this Agreement (which acceleration could be deemed a
“payment” within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended
(the “Code”)), together with any other payments which Grantee has the right to receive from the
Company or any corporation which is a member of an “affiliated group” (as defined in Section
1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a
member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then
the “payments” to Grantee shall be reduced to the largest amount as shall result in no portion of
such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Without
limiting the prior sentence, Grantee shall have the discretion to determine which “payments” shall
be reduced so that no portion of such “payments” are subject to the excise tax imposed by Section
4999 of the Code.



10. Employment. This Agreement shall not give Grantee any right to continued
employment with the Employer, and the Employer employing Grantee may terminate such
employment or otherwise treat Grantee without regard to the effect it may have upon Grantee or any
Restricted Shares under this Agreement.


 


 









 





11. Tax Withholding. The parties hereto recognize that the Employer may be obligated
to withhold federal and state income taxes or other taxes upon the vesting of the Restricted
Shares, or, in the event that Grantee elects under Section 83(b) of the Code to report the receipt
of the Restricted Shares as income in the year of receipt, upon Grantee’s receipt of the Restricted
Shares. Grantee agrees that, at such time, if the Employer is required to withhold such taxes,
Grantee shall promptly pay in cash upon demand to the Employer having such obligation, such amounts
as shall be necessary to satisfy such obligation.



12. Tax Consequences. Grantee understands that the acquisition and vesting of the
shares may have adverse tax consequences that may avoided or mitigated by filing an election under
Section 83(b) of the Internal Revenue Code, as amended (the “Code”). Such election must be filed
within thirty (30) days after the Date of Grant. GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER OWN
RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF
YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.



13. Miscellaneous. This Agreement shall be binding in all respects on Grantee’s
heirs, representatives, successors and assigns. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado. This Agreement contains all terms and
conditions with respect to the subject matter hereof and no amendment, modification or other change
hereto shall be of any force or effect unless and until set forth in a writing executed by Grantee
and the Company.