Form of Restricted Stock Award



 Exhbit 10.1 
 RESTRICTED STOCK AWARD AGREEMENT 
 UNDER THE ZOLL MEDICAL CORPORATION 

AMENDED AND RESTATED 
 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 
  

			
	Name of Grantee:	 	  



			
	No. of Shares:	 	  



			
	Grant Date:	 	  


 Pursuant to the ZOLL Medical Corporation Amended and Restated 2006 Non-Employee Director Stock Option
Plan (the “Plan”), as amended through the date hereof, ZOLL Medical Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee
shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. 

1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this
Award by (i) signing and delivering to the Company a copy of this Award Agreement, and (ii) delivering to the Company a stock power endorsed in blank. Upon acceptance of this Award by the Grantee, the shares of Restricted Stock so accepted
shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a
shareholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below. 
 2. Restrictions and Conditions. 
 (a) Any book entries for the shares of
Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. 

(b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by
the Grantee prior to vesting. 
 (c) If the Grantee’s service relationship as a member of the Board of Directors of the
Company is terminated for any reason (including death) prior to the vesting of the shares of Restricted Stock granted herein, all such shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

 3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on
the Vesting Date or Dates specified in the following schedule so long as the Grantee remains a member of the Board of Directors of the Company on such Vesting 







 
Date or Vesting Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted
Stock specified as vested on each such Vesting Date. 
  

			
	 Vesting Date(s)
	  	Number of Shares
		  	
		  	

 Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions
have lapsed shall no longer be deemed Restricted Stock. 
 4. Dividends. When and if dividends on Shares of Restricted
Stock are from time to time declared by the Board of Directors of the Company, such dividends shall be paid to the Grantee. 

5. 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 Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein. 
 6. 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. 
 7. Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the acceptance of this Award as provided in Paragraph 1 hereof, file with the Internal Revenue Service and the Company an election
under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. 
 8. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a member of the Board of Directors of the Company.

 9. Governing Law. This Award shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, applied without regard to conflict of law principles. 

  
 2 








 10. 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. 

 

			
	ZOLL MEDICAL CORPORATION
		
	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:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 3