WWW.EXFILE.COM, INC. -- 14230 -- MATRITECH, INC. -- EXHIBIT 10.2 TO FORM 8-K


    EXHIBIT
      10.2


    
MATRITECH,
      INC.

    
      Amended
        Restricted Stock Award Agreement

      


      Matritech,
        Inc. (the “Company”)
        and
        the undersigned employee (“Employee”) hereby enter into this Amended Restricted
        Stock Award Agreement, which replaces and supersedes the original Restricted
        Stock Award Agreement between the parties dated March 7, 2006.

      


      The
        Company grants to the 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 Amended 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.

      


      Amended
        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


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

       

      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 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -4-

        

      

       

      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.

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          -5
            -

        

      


      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, including the original Restricted Stock Award Agreement dated
        March
        7, 2006. 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.