exhibit10_8.htm


    Exhibit
10.8

    


    Award
Number:                                                                           

    Grantee
Name:                                                                           

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    NON-EMPLOYEE
DIRECTOR

    RESTRICTED
STOCK AWARD AGREEMENT

    


    THIS
RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made and entered
into as of _______________, 200__ (the “Date of Grant”), by and between Kinetic
Concepts, Inc., a Texas corporation (the “Company”), and
[_________________________] (the “Grantee”).  Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company’s 2008
Omnibus Stock Incentive Plan (the “Plan”).  Where the context permits,
references to the Company or any of its Subsidiaries or Affiliates shall include
the successors to the foregoing.

     

    Pursuant
to the Plan, the Administrator has determined that the Grantee is to be granted
Restricted Stock, subject to the terms and conditions set forth in the Plan and
herein, and hereby grants such Restricted Stock.

     

    1. Grant of Restricted
Stock.  The Company hereby grants to the Grantee [_______]
shares of Restricted Stock (the "Award") on the terms and conditions set forth
in the Award Agreement and as otherwise provided in the Plan.

     

    2. Terms and Conditions of
Award.  The Award shall be subject to the following terms,
conditions and restrictions:

     

    
      	
              (a)  

            	
              Restrictions.  Restricted
      Stock and any interest therein, may not be sold, transferred, pledged,
      hypothecated, assigned or otherwise disposed of, except by will or the
      laws of descent and distribution, during the Restricted
      Period.  Any attempt to dispose of any Restricted Stock in
      contravention of any such restrictions (the "Restrictions") shall be null
      and void and without effect.

               

            


    

    
      	
              (b)  

            	
              Certificate; Restrictive
      Legend.  The Grantee agrees that shares of Restricted
      Stock ("Shares") may be issued to Grantee in book-entry form on the
      Company's stock ledger until such time as the Restrictions may lapse, at
      which time the Company may deposit such Shares with an online broker or
      other service provider contracted by the Company for such
      purpose.  The Company may also issue certificates representing
      Restricted Stock prior to the lapse of Restrictions, provided that any
      certificate issued for Restricted Stock prior to the lapse of any
      outstanding Restrictions relating thereto shall be inscribed with the
      following legend:

               

            


    

    THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
TRANSFER (THE "RESTRICTIONS"), CONTAINED IN THE KINETIC CONCEPTS, INC. 2008
OMNIBUS INCENTIVE  PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT
ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY.  ANY
ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS,
INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

     

    
      	
              (c)  

            	
              Rights as a
      Shareholder.  Subject to the restrictions set forth in
      the Plan and the Award Agreement, including the Restrictions set forth in
      Paragraphs 2(a) and 2(d), during the Restricted Period, the Grantee shall
      possess all incidents of ownership with respect to the Restricted Stock
      granted hereunder, including the right to receive dividends with respect
      to such Restricted Stock (provided however, that any dividends paid in
      property other than cash shall be subject to the same restrictions that
      apply to the underlying Restricted Stock) and the right to vote such
      Restricted Stock.

               

            


    

    
      	
              (d)  

            	
              Lapse of
      Restrictions.  Except as may otherwise be provided
      herein, the Restrictions on transfer set forth in Paragraph 2(a) shall
      lapse on the third anniversary of the Date of Grant (the "Restriction
      Period").  Unless otherwise provided herein, if the Restrictions
      on any Shares have not lapsed at such time or times and/or the occurrence
      of the events specified herein, then the Grantee shall immediately forfeit
      any rights to those Shares with respect to which such Restrictions have
      not lapsed and shall have no further rights thereto.

               

            


    

    Promptly
after each lapse of Restrictions relating to the Restricted Stock, and provided
that the Grantee shall have complied with his or her obligations under Paragraph
2(f) hereof, the Company may either (i) issue to the Grantee or the Grantee's
personal representative a stock certificate representing a number of Shares
equal to the number with respect to which such Restrictions have lapsed, free of
the restrictive legend described in Paragraph 2(b), or (ii) deposit Shares equal
to the number with respect to which such Restrictions have lapsed with an online
broker or other service provider contracted by the Company for such
purpose.  If certificates representing such Restricted Stock shall
have theretofore been delivered to the Grantee, such certificates shall be
returned to the Company, complete with any necessary signatures or instruments
of transfer prior to the issuance by the Company of such unlegended
Shares.

    


    
      	
              (e)  

            	
              Effect
      of Termination of Service; or Change in Control.

               

            


    

    
      	
              (i)  

            	
              In
      the event the Grantee fails to be re-elected to serve as a Board member,
      then for each full year such Grantee served as a Board member during the
      Restriction Period, one-third (1/3) of the shares subject to the
      Award shall be deemed fully vested, and the restrictions with respect such
      vested shares shall lapse on the date of termination and the Grantee shall
      immediately forfeit any rights to the Shares of Restricted Stock with
      respect to which the Restrictions have not lapsed and shall have no
      further rights thereto. 

               

            


    

    
      	
              (ii)  

            	
              In
      the event the Grantee is terminated as a Board member by reason of his or
      her death or Disability during the Restricted Period, the Restrictions on
      all outstanding Restricted Stock with respect to which the Restrictions
      have not lapsed shall immediately lapse.

               

            


    

    
      	
              (iii)  

            	
              If
      the Grantee is terminated as a Board member for any reason other than as
      set forth in subsections (i) or (ii) above, the Grantee shall immediately
      forfeit any rights to the Shares of Restricted Stock with respect to which
      the Restrictions have not lapsed and shall have no further rights
      thereto.

               

            


    

    
      	
              (iv)  

            	
              In
      the event of a Change in Control, the Restrictions on all outstanding
      Restricted Stock with respect to which the Restrictions have not lapsed
      shall immediately lapse.

               

            


    

    3. Adjustments.  The
Award and all rights and obligations under the Award Agreement are subject to
Section 3 of the Plan.

     

    4. Notice.  Whenever
any notice is required or permitted hereunder, such notice shall be in writing
and shall be given by personal delivery, facsimile, first class mail, certified
or registered with return receipt requested.  Any notice required or
permitted to be delivered hereunder shall be deemed to have been duly given on
the date that it is personally delivered or, whether actually received or not,
on the third business day after mailing or 24 hours after transmission by
facsimile to the respective parties named below.

     

    
      	
               
      

            	
              If
      to the Company:

            


    

    
      	 	
              Kinetic
      Concepts, Inc.

              Attn.:  Chief
      Financial Officer

              8023
      Vantage Drive

              San
      Antonio, TX  78230

            
	 	
              Phone:  (210)
      255-6494

              Fax:  (210)
      255-6997

            


    

    
      	
               
      

            	
              If
      to the Grantee:

            


    

    
      	 	
              [Name
      of
      Grantee]  ________________________________________

            
	 	
              [Address]  ________________________________________________

            
	 	
              Facsimile:
      ________________________________________________

            


    

    


    Either
party may change such party’s address for notices by duly giving notice pursuant
hereto.

     

    5. Compliance with
Laws.

     

    (a) Shares
shall not be issued pursuant to the Award granted hereunder unless the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.  The Company
shall be under no obligation to effect the registration pursuant to the
Securities Act of 1933, as amended, of any interests in the Plan or any Shares
to be issued hereunder or to effect similar compliance under any state
laws.

     

    (b) All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Administrator may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock may then be
listed, and any applicable federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.  The
Administrator may require, as a condition of the issuance and delivery of
certificates evidencing Shares pursuant to the terms hereof, that the recipient
of such Shares make such agreements and representations as the Administrator, in
its sole discretion, deems necessary or desirable.

     

    6. Protections Against
Violations of Agreement.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Shares underlying the Award by any holder thereof in
violation of the provisions of the Award Agreement, the Plan or the Articles of
Incorporation or the Bylaws of the Company, will be valid, and the Company will
not transfer any such Shares on its books nor will any such Shares be entitled
to vote, nor will any dividends be paid thereon, unless and until there has been
full compliance with such provisions to the satisfaction of the
Company.  The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.

     

    7. Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of the Award Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.

     

    8. Governing
Law.  The Award Agreement shall be governed by and construed
according to the laws of the State of Texas without regard to its principles of
conflict of laws.

     

    9. Incorporation of the
Plan.  The Plan, as it exists on the date of the Award
Agreement and as amended from time to time, is hereby incorporated by reference
and made a part hereof, and the Award and the Award Agreement shall be subject
to all terms and conditions of the Plan.  In the event of any conflict
between the provisions of the Award Agreement and the provisions of the Plan,
the terms of the Plan shall control, except as expressly stated
otherwise.  The term “Section” generally refers to provisions within
the Plan (except where denoted otherwise) and the term “Paragraph” shall refer
to a provision of the Award Agreement.

     

    10. Amendments.  The
Award Agreement may be amended or modified at any time, but only by an
instrument in writing signed by each of the parties hereto.

     

    11. Agreement Not a Contract of
Service.  Neither the Plan, the granting of the Award, the
Award Agreement nor any other action taken pursuant to the Plan shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Grantee has a right to continue to provide services as a director to the
Company, any Subsidiary or Affiliate thereof for any period of time or at any
specific rate of compensation.

     

    12. Authority of the
Administrator.  The Administrator shall have full authority to
interpret and construe the terms of the Plan and the Award
Agreement.  The determination of the Administrator as to any such
matter of interpretation or construction shall be final, binding and
conclusive.

     

    13. Binding
Effect.  The Award Agreement shall apply to and bind the
Grantee and the Company and their respective permitted assignees or transferees,
heirs, legatees, executors, administrators and legal successors.

     

    14. Tax
Representation.  The Grantee has reviewed with his or her own
tax advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by the Award Agreement.  The Grantee is
relying solely on such advisors and not on any statement or representations of
the Company or any of its agents.  The Grantee understands that he or
she (and not the Company) shall be responsible for any tax liability that may
arise as a result of the transactions contemplated by the Award
Agreement.

     

    15. Acceptance.  The
Grantee hereby acknowledges receipt of a copy of the Plan and the Award
Agreement.  Grantee has read and understands the terms and provisions
thereof, and accepts the Award subject to all the terms and conditions of the
Plan and the Award Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the parties hereto have executed and delivered the Award
Agreement on the day and year first above written.

     

     

    KINETIC
CONCEPTS, INC.

    


    
      	 	
              By:  _________________________________________

            
	 	
              Name:
      _______________________________________

            
	 	
              Title:
      ________________________________________

            


    

    


    


    GRANTEE

    


    
      	 	
              Signature:  ____________________________________

            
	 	
              Name:  _______________________________________

            
	 	
              Address:  _____________________________________

            
	 	
              ______________________________________

            
	 	
              Telephone
      No.:  ________________________________

            
	 	
              Social
      Security No.:  ____________________________

            
	 	 
      


    

    


    


    
      	
               

              DATE
      OF

              GRANT

               

            	
               

              NUMBER OF SHARES
      OF

              RESTRICTED
      STOCK