EXHIBIT 10.1










 





 


 


2012 EQUITY INCENTIVE PLAN


RESTRICTED SHARE UNIT AGREEMENT


(Executive Officer)


 


THIS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”),
hereby made between Derma Sciences, Inc., a Delaware corporation (the “Company”) and the individual named below (the
“Awardee”) evidences a Restricted Share Unit award, pursuant to the Derma Sciences, Inc. 2012 Equity Incentive Plan
(the “Plan”), and is in all respects limited as provided herein. Capitalized terms used but not defined in this Agreement
shall have the meanings given to such terms in the Plan.


 


WHEREAS, the Awardee is an executive
officer of the Company,


 


WHEREAS, the Company desires to recognize
and compensate its executive officers for their services to the Company, and


 


WHEREAS, the Compensation Committee
of the Board of Directors of the Company has, by resolution duly adopted on [___] (the “Date of Grant”), authorized
the grant to the Awardee of restricted share units relating to the common stock of the Company as hereinbelow provided,


 


NOW, THEREFORE, the parties hereto,
intending to be legally bound, agree as follows:


 


	1.	Name of Awardee:	[_____]
	 	 	 
	2.	Date of Grant:	[_____]
	 	 	 
	3.	Restricted Share Units:	[_____]



 






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	4.	No Present Rights. Unless and until the Restricted Share Units vest and become non-forfeitable and the underlying Shares
are delivered to the Awardee in accordance with the terms hereof, the Awardee shall not have any of the rights of a shareholder
of the Company, including the right to vote the Shares underlying the Restricted Share Units or receive dividends with respect
thereto.
	 	 



	5.	Vesting of the Award. Twenty-five percent (25%) of the Awardee’s Restricted Share Units shall vest and become
non-forfeitable, if at all, on each of the first, second, third and fourth anniversaries of the Date of Grant (each a “Vesting
Date”); provided, however, that all of the outstanding unvested Restricted Share Units shall vest and become non-forfeitable
(a) upon the termination of the Awardee’s employment by the Company without Cause, or (b) upon the occurrence of a Change
in Control of the Company while the Awardee remains employed with the Company. Except as otherwise provided in the preceding sentence,
the Awardee’s right to receive the Shares underlying the Restricted Share Unit award shall be forfeited automatically and
without further notice on the date that the Awardee ceases to be an employee of the Company prior to a Vesting Date. Within thirty
(30) days after vesting, as set forth above, the Awardee shall be entitled to receive such number of Shares equivalent to the number
of vested Restricted Share Units.
	 	 



	6.	Relation to the Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the terms of the Plan shall govern.
	 	 



	7.	Non-Transferability of Award. This award of Restricted Share Units is not assignable or transferable, in whole or in
part, by the Awardee, other than by will or by the laws of descent and distribution.
	 	 



	8.	Withholding of Taxes. The obligation of the Company to deliver
                                    Shares resulting from the vesting of the Restricted Share Units shall be subject to any applicable
                                    federal, state and local tax withholding requirements. To the extent the Company is required
                                    to withhold any federal, state, local, foreign or other taxes in connection with the delivery
                                    of Shares under this Agreement, the Company shall have the right in its sole discretion to
                                    (a) retain a number of Shares otherwise deliverable hereunder with a value equal to the required
                                    withholding (based on the Fair Market Value of the Shares on the date of delivery), provided
                                    that in no event shall the value of the Shares retained exceed the minimum amount of taxes
                                    required to be withheld or such other amount that will not result in a negative accounting
                                    impact; (b) require the Awardee to pay or provide for payment of the required tax withholding
                                    in advance of the issuance of Shares; or (c) deduct the required tax withholding from any
                                    amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash
                                    to the Awardee in advance
                                    of the issuance of Shares (other than deferred compensation subject to Section 409A of the
                                    Code).



 






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	9.	Adjustments. The number and kind of Shares subject to this award of Restricted Share Units are subject to adjustment
pursuant to the provisions of Section 15 of the Plan.
	 	 



	10.	Section 409A of the Code. It is the intent of the parties that this award of Restricted Share Units shall be exempt
from the application of, or comply with, the rules applicable to nonqualified deferred compensation under Section 409A of the Code,
and this Agreement shall be interpreted and administered in accordance with such intent. In particular, to the extent that the
Restricted Share Units constitute a deferral of compensation subject to Section 409A of the Code, then,
to the extent required to comply with Section 409A of the Code, payment of the Shares underlying the Restricted Share Units shall
be subject to the following rules, notwithstanding any other provision of this Agreement to the contrary: (a)
the Shares (if any) underlying the vested Restricted Share Units will be delivered to the Awardee within thirty (30) days after
the earlier of (i) the Awardee’s “separation from service” within the meaning of Section 409A of the Code, (ii)
the applicable Vesting Date, or (iii) the occurrence of a “change in the ownership,” a “change in the effective
control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning
of Section 409A of the Code; and (b) notwithstanding the foregoing, if any Shares underlying the Restricted Share Units become
payable as a result of the Awardee’s “separation from service” within the meaning of Section 409A of the Code
(other than as a result of death), and the Awardee is a “specified employee” within the meaning of Section 409A of
the Code and as determined by the Company, such Shares will be delivered to the Awardee on the first business day after the date
that is six months following the Awardee’s separation from service.



 


 






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	11.	Compensation Recovery Policy. By signing this Agreement, the Awardee acknowledges and agrees that, notwithstanding any
other provision of this Agreement to the contrary, the Awardee may be required to forfeit or repay any or all of the Restricted
Share Units pursuant to the terms of the Awardee’s Employment Agreement with the Company or any compensation recovery or
recoupment policy maintained by the Company, as the same may be amended to comply with the Dodd-Frank Wall Street Reform and Consumer
Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.
	 	 



	12.	Governing Law. This Agreement shall be governed by New Jersey law, without regard to any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another
jurisdiction.
	 	 



	13.	Electronic Delivery. The Awardee hereby consents and agrees
                                     to electronic delivery of any documents that the Company may elect to deliver (including,
                                     but not limited to, prospectuses, prospectus supplements, grant or award notifications and
                                     agreements, account statements, annual and quarterly reports, and all other forms of communications)
                                     in connection with this and any other award made or offered under the Plan. The Awardee understands
                                     that, unless earlier revoked by the Awardee by giving written notice to the Chief Financial
                                     Officer of the Company, this consent shall be effective for the duration of the Agreement.
                                     The Awardee also understands that he or she shall have the right at any time to request that
                                     the Company deliver written copies of any and all materials referred to above at no charge.
                                     The Awardee hereby consents to any and all procedures the Company has established or may
                                     establish for an electronic signature system for delivery and acceptance of any such documents
                                     that the Company may elect to deliver, and agrees that his or her electronic signature is
                                     the same as, and shall have the same force and effect as, his or her manual signature. The
                                     Awardee consents and agrees that any such procedures and delivery may be effected by a third
                                     party engaged by the Company to provide administrative services related to the Plan.



 



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IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by a duly authorized officer, and the Awardee has hereunto set his hand, all as of the day and year first hereinabove
written.


 




	 	DERMA SCIENCES, INC.
	 	 
	 	By: 	
	 	 	Edward J. Quilty
President and Chief Executive Officer



 


 


The undersigned Awardee acknowledges that a copy of the Plan,
Plan Summary and Prospectus, and the Company's most recent Annual Report and Proxy Statement (the “Prospectus Information”)
either have been received by the Awardee or are available for viewing on the Company’s network at Global/HR&Payroll/StockOption-EquityIncentivePlan,
and the Awardee consents to receiving this Prospectus Information electronically, or, in the alternative, agrees to contact the
Company’s Chief Financial Officer at 214 Carnegie Center, Suite 300, Princeton, New Jersey 08540, (609) 514-4744, to request
a paper copy of the Prospectus Information at no charge. The Awardee also represents that he or she is familiar with the terms
and provisions of the Prospectus Information and hereby accepts the award on the terms, and subject to the conditions, set forth
herein and in the Plan.


 











	 	 	AWARDEE.
	 	 	
	 	 	 
	 	 	[____]



  








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