exhibit10_11.htm


    Exhibit
10.11


    Award
Number:                                                                           

    Grantee
Name:                                                                           

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    


    THIS
RESTRICTED STOCK UNIT 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 Units, subject to the terms and conditions set forth in the
Plan and herein, and hereby grants such Restricted Stock Units.  Each
Restricted Stock Unit represents a hypothetical shares of Stock and will, at all
times the Award Agreement is in effect, be equal in value to one share of
Stock.

     

    1. Grant of Restricted Stock
Units.  The Company hereby grants to the Grantee [_______]
Restricted Stock Units (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) 

            	
              Vesting.  The
      Restricted Stock Units shall vest at such time or times, and/or upon the
      occurrence of such events as are set forth in Appendix A
      hereto.  Unless otherwise provided on Appendix A, if any
      Restricted Stock Units do not vest at such time or times and/or upon
      occurrence of the events specified in Appendix  A, then the
      Grantee shall immediately forfeit any rights to those Restricted Stock
      Units and the Grantee shall have no further rights thereto and such
      Restricted Stock Units shall immediately terminate.

               

            


    

    
      	
              (b) 

            	
              Nontransferability.  Restricted
      Stock Units and any interest therein may not be sold, transferred,
      pledged, hypothecated, assigned or otherwise encumbered or disposed of,
      except by will or the laws of descent and distribution, to the extent
      applicable.  Any attempt to dispose of any Restricted Stock
      Units in contravention of any such restrictions shall be null and void and
      without effect.

               

            


    

    
      	
              (c)  

            	
              Rights as a
      Shareholder.  Restricted Stock Units represent only
      hypothetical shares; therefore, the Grantee is not entitled to any of the
      rights or benefits generally accorded to stockholders with respect
      thereto, except upon vesting, to the extent provided in Paragraph
      2(d).

               

            


    

    
      	
              (d)  

            	
              Benefit Upon
      Vesting.  Upon the vesting of a Restricted Stock Unit,
      the Grantee shall be entitled to receive, within 30 days of the date on
      which such Restricted Stock Unit vests, an amount in cash, shares of Stock
      or a combination of the foregoing, as determined by the Administrator in
      its sole discretion equal, per Restricted Stock Unit, to the sum of (1)
      the Fair Market Value of a share of Stock on the date on which such
      Restricted Stock Unit vests and (2) the aggregate amount of cash dividends
      paid with respect to a share of Stock during the period commencing on the
      Date of Grant and terminating on the date on which such unit
      vests.  If the Restricted Stock Unit is to be settled in shares
      of Stock, the Company may either (i) issue to the Grantee or the Grantee's
      personal representative a stock certificate or (ii) deposit shares of
      Stock with an online broker or other service provider contracted by the
      Company for such purpose.

               

            


    

    
      	
              (e)  

            	
              Effect
      of Termination of Employment or Service; or Change in
Control.

               

            


    

    
      	
              (i)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates terminates for any reason, other than by reason of
      Grantee’s death or Disability, the Grantee shall immediately forfeit any
      rights to the Restricted Stock Units that have not vested as of the date
      of termination, if any, the Grantee shall have no further rights thereto
      and such Restricted Stock Units shall immediately terminate.

               

            


    

    
      	
              (ii)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates terminates by reason of Grantee’s death or Disability,
      with respect to Restricted Stock Units that vest based on the passage on
      time, all outstanding unvested Restricted Stock Units shall immediately
      vest and, with respect to Restricted Stock Units that vest based on the
      attainment of specified performance conditions, all outstanding unvested
      Restricted Stock Units shall immediately vest as if the target performance
      goals were met.

               

            


    

    
      	
              (iii)  

            	
              If
      the Grantee’s employment with or service to the Parent, the Company or any
      of its Affiliates is terminated by the Company other than for Cause within
      24 months following a Change in Control, with respect to Restricted
      Stock Units that vest based on the passage on time, all outstanding
      unvested Restricted Stock Units shall immediately vest and, with respect
      to Restricted Stock Units that vest based on the attainment of specified
      performance conditions, all outstanding unvested Restricted Stock Units
      shall immediately vest as if the target performance goals were
      met.

               

            


    

    
      	
              (f)  

            	
              Taxes.  Pursuant
      to Section 13(d) of the Plan, the Company has the right to require the
      Grantee to remit to the Company  in cash an amount sufficient to
      satisfy any federal, state and local tax withholding requirements related
      to the Award.  With the approval of the Administrator, the
      Grantee may satisfy the foregoing requirement by electing to have the
      Company withhold from delivery shares of Stock (to the extent applicable)
      or by delivering shares of Stock, in each case, having a value equal to
      the aggregate required minimum tax withholding to be collected by the
      Company.  Such shares of Stock shall be valued at their Fair
      Market Value on the date on which the amount of tax to be withheld is
      determined.
      Fractional share amounts shall be settled in cash.

               

            


    

    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
(to the extent payable hereunder) 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 (to the extent applicable)
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
Employment.  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 be employed by, or to provide services as a
director, consultant or advisor 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

              RESTRICTED STOCK
      UNITS

            
	 
      	 
      


    

    


    SEE
APPENDIX A FOR VESTING SCHEDULE.