EXHIBIT 10.1


DEFERRED STOCK AWARD AGREEMENT 


UNDER THE HARVARD BIOSCIENCE, INC. THIRD AMENDED AND RESTATED 2000



STOCK OPTION AND INCENTIVE PLAN, AS AMENDED 


 


	 	 	 	 	 
	Name of Grantee: 	 	 	 	 








	 	 	 	 	 
	Grant Date: 	 	 	 	 


Pursuant to the Harvard Bioscience, Inc. Third Amended and
Restated 2000 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Harvard
Bioscience, Inc. (the “Company”) hereby grants a number of Restricted Stock Units (“RSUs”)
to be determined in accordance herewith to the Grantee named above (the “Award”), subject to the terms of the
Plan and this Deferred Stock Award Agreement (the “Agreement”). The Award represents a promise to pay
to the Grantee certain shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company
in an amount determined based on the attainment of performance goals related to total shareholder return (“TSR”)
and continued employment, subject to the restrictions and conditions set forth herein and in the Plan.


1.    Grant and Restrictions.


(a)    Grant. The Company hereby
awards to the Grantee a target award of ________________ RSUs (hereinafter, as adjusted in accordance with Section 7, the “Target
Award”), subject to the vesting and other conditions set forth herein and in the Plan, with the final amount of the
Award to be the Final RSUs as determined in accordance with Section 2 below.


(b)No Voting Rights and Dividends. Until such time
as the RSUs are paid to the Grantee in shares of Stock, the Grantee shall have no voting rights and no rights to any dividends
or other distributions with respect to the RSUs.


(c)    Restrictions on Transfer.
The RSUs granted pursuant to this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of prior to vesting.


2.    Vesting of Restricted Stock Units.


(a)    General Vesting Terms. Except as
set forth in Paragraphs 2(b) and 2(c) below, the Grantee shall vest in a number of RSUs (the “Final RSUs”) based
on the attainment of the TSR performance goals described on Schedule A as of the end of the Performance Period (as defined
below), provided that the Grantee remains employed by the Company or any Subsidiaries through __________________ (the “Vesting
Date”). The Performance Period is the period beginning on __________________ and ending on __________________ (the
“Performance Period”). Your Final RSUs will be determined by multiplying the Target Award by the percentage
(from zero to _____%) (the “Performance Factor”) which is based on the Company’s Total Shareholder
Return during the Performance Period compared to the companies in the __________________, determined according to Schedule A of
this Agreement. Except as specifically provided below in this Section 2, no RSUs will vest for any reason prior to the Vesting
Date. Except as provided in Paragraphs 2(b) and 2(c) below, if the TSR performance goals are not attained at the end of the Performance
Period, the RSUs will be immediately forfeited. Upon vesting in accordance herewith or Paragraph 2(c), the restrictions and conditions
in Paragraph 1 of this Agreement with respect to such RSU shall lapse and such RSU shall become payable to the Grantee in
shares of Stock on the relevant vesting date in the amount of the vested RSUs in accordance with Schedule A. Any fractional RSU
resulting from the vesting of the RSUs in accordance with this Agreement shall be rounded down to the nearest whole number.


(b)    Except as noted in Paragraph 2(c)
below, and notwithstanding any provision of any other agreement or arrangement between the Grantee and the Company that provides
accelerated vesting of RSUs or all equity awards in general in the event of certain types of termination, the Grantee’s rights
to all RSUs granted herein and not yet vested in accordance with the provisions of Paragraphs 2(a) or 2(c), and Schedule A, shall
automatically terminate upon the Grantee’s termination of employment, voluntarily or involuntarily, with the Company and
its Subsidiaries for any reason (including death).






     


     

    




(c) Notwithstanding anything to the contrary in this Agreement,
if a Change of Control occurs during the Performance Period, the date of such Change of Control shall be deemed the Vesting Date,
and the Performance Factor will be calculated as if the date of the Change of Control is the last day of the Performance Period.
In such event, your Final RSUs will be determined by multiplying the Target Award by the calculated Performance Factor.


3.    Receipt of Stock Upon Vesting.
Upon the vesting of the RSUs as provided in Paragraph 2, the Grantee shall receive one share of Stock for each RSU vested. Shares
of Stock acquired pursuant to this Award shall be issued and delivered to the Grantee either in actual stock certificates or by
electronic book entry, subject to tax withholding as provided in Paragraph 6 below.


4.    Incorporation of Plan. Notwithstanding
anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in the Plan. Capitalized terms in this Agreement shall have the meaning specified in
the Plan, unless a different meaning is specified herein.


5.    Transferability. This Agreement
is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution.


6.    Tax Withholding. Unless the
Grantee elects to satisfy the tax withholding obligation in a timely manner by making the payments or related arrangements in accordance
with Section 14(a) of the Plan (including, without limitation, payments made from such Grantee’s compensation or other cash
payments otherwise due him or her from the Company or by paying the Company directly by a separate check), the tax withholding
obligation shall be satisfied by the Company withholding, from shares of Stock to be issued to the Grantee hereunder, such number
of the Grantee’s shares having an aggregate fair market value equal to the required minimum amount of the tax withholding
then due with respect to such Grantee.


7.    No Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in
employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Grantee at any time.


8.Certain Corporate Changes. If any change is made
to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then
unless such event or change results in the termination of all the RSUs granted under this Agreement, the Administrator shall adjust,
as provided in the Plan, the number and class of shares underlying the RSUs held by the Grantee, the maximum number of shares for
which the RSUs may vest, and the share price or class of Common Stock for purposes of the TSR performance goals, as appropriate,
to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of
the RSUs. Any adjustment that occurs under the terms of this Section 9 or the Plan will not change the timing or form of payment
with respect to any RSUs except in accordance with section 409A of the Code.


9.    Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee
at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	 	HARVARD BIOSCIENCE, INC.
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 






 






     


     

    







The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned.


 


	 	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 	Grantee’s Signature
	 	 	 
	 	 	 	 	Grantee’s name and address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


 


 


 















     


     

    

Schedule A


Determination of Performance Factor


 


The Performance Factor shall be determined according to the following table:


 


	Relative TSR Percentile Rank*	Performance Factor**
	__th percentile or lower	0%
	__th percentile 	__%
	__th to __h percentile	__%, plus for each __ percentile above __th percentile, an additional __%
	__th percentile	__%
	__st to __th percentile	__%, plus for each __ percentile above __th percentile, an additional __% 
	__th percentile or higher	__%
	Examples:  If the Company’s Relative TSR Percentile Rank falls into the __rd percentile (i.e., __percentiles above the __th percentile), the Performance Factor will be __% (calculated by multiplying __ by __% and adding it to __%).   If the Company’s Relative TSR Percentile Rank falls into the __th percentile (i.e., __percentiles above the __th percentile), the Performance Factor will be __% (calculated by multiplying __by __% and adding it to __%), provided that if the Total Shareholder Return for the Company is negative, the Performance Factor in such instance would be __%.  


 


 


*Total Shareholder Return for the Company shall be based on the percentage
increase/decrease from the Initial Price to the Final Price, and shall reflect the reinvestment of dividends paid (if any) to shareholders
of Common Stock during the Measurement Period.


** If the Total Shareholder Return is negative for the Performance Period,
the Performance Factor is subject to a cap of __%.


 


For purposes of the foregoing calculation:


 


1.    “Total Shareholder Return”
mean the quotient (expressed as a percentage) obtained by dividing (i)(A) the Final Price, plus (B) the aggregate amount of dividends
paid in respect of a share of Common Stock during the Measurement Period (assuming reinvestment of the dividends), minus (C) the
Initial Price, by (ii) the Initial Price.


 


2.    “Initial Price” means the
average closing price of Common Stock over the twenty trading day period ending on the trading day immediately preceding the first
day of the Performance Period.


 


3.    “Final Price” means the
average closing price of Common Stock over the twenty trading day period ending on the last day of the Measurement Period.


 


4.    "Measurement Period" means
the Performance Period; provided that in the event of a Change of Control, Total Shareholder Return shall be calculated through
the date of the Change of Control as provided in the Agreement.


 


5.     “Relative TSR Percentile Rank”
means the percentile within the __________________ (as defined below) that the Company’s Total Shareholder Return would have
for the Measurement Period.


 






     


     

    

6. If the Company’s Relative TSR Percentile Rank falls between
the measuring points, the Company’s Relative TSR Percentile Rank will be rounded to the nearest whole percentage point. With
respect to the __________________, such Initial Price and Final Price shall be determined on a component basis (assuming dividend
reinvestment) during the applicable twenty (20) trading day periods using an open approach).


 


7. The companies included in the __________________ for purposes of
the Relative TSR Percentile Rank calculation (the “__________________ Constituent Companies”) will be determined
on the first day of the Measurement Period and will be changed only in accordance with the following and no company shall be added
during the Measurement Period for purposes of the Relative TSR Percentile Rank calculation. The __________________ Constituent
Companies for purposes of the Relative TSR Percentile Rank calculation will be subject to change as follows:


 


(i) In the event of a merger, acquisition or business combination transaction
of a company in the __________________Constituent Companies in which the company in the __________________Constituent Companies
is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the __________________Constituent
Companies. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the __________________Constituent
Companies.


 


(ii) In the event of a merger, acquisition or business combination
transaction of a company in the __________________Constituent Companies, a “going private” transaction or other event
involving a company in the __________________Constituent Companies or the liquidation of a company in the __________________Constituent
Companies, in each case where the company in the __________________Constituent Companies is not the surviving entity or is no longer
publicly traded, the company shall no longer be a company in the __________________Constituent Companies.


 


(iii) Notwithstanding the foregoing, in the event of a bankruptcy of
a company in the __________________Constituent Companies where the company in the __________________ Constituent Companies is not
publicly traded at the end of the Measurement Period, such company shall remain a company in the __________________Constituent
Companies but shall be deemed to have a Total Shareholder Return of negative __% (-__%).