EX-10.2



 







Exhibit 10.2




LCA-VISION, INC.

2001 LONG-TERM STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT




You have been awarded a restricted stock award under the LCA-Vision Inc. 2001 Long-Term Stock
Incentive Plan (the “Plan”).



GRANT: LCA-Vision Inc., a Delaware corporation (the
“Company”), hereby awards to you (the “Grantee”
named below) restricted shares of the Company’s Common Stock, par value $.001 per share (“Shares”),
subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued
at no cost to you on the Vesting Date[s] set forth below, provided that you are employed by the
Company or any of its subsidiaries on the [applicable] Vesting Date. Please read this Agreement
carefully and return one copy as requested below. Unless otherwise provided in this Agreement,
capitalized terms have the meanings specified in the Plan.



Grantee:                     No. of Shares:                     Grant Date:                    
Vesting Dates:




VESTING: [All of the Shares will vest (become deliverable) on [date]] or [The Shares will
vest (become deliverable) between the Grant Date and [last vesting date] with [% or number of
shares] vesting on [dates]] or, if earlier, upon a Change of Control of the Company (the “Vesting
Date”); subject, however, to the forfeiture provisions set forth below. If your employment
terminates because of your death or incapacity, all the Shares issuable under this award will vest
on your termination of employment. On [the][each] Vesting Date (or promptly thereafter), the
Company will deliver to you a certificate representing the Shares which have vested on such date.



[NO] RIGHTS AS STOCKHOLDER PRIOR TO VESTING: Prior to [the][any] Vesting Date, you will
have [no] rights as a stockholder of the Company with respect to the Shares to be issued on or
after [the][that] Vesting Date.



[DIVIDEND EQUIVALENT: You will receive [cash] [shares of the Company’s Common Stock] in an
amount equal to the dividends which would have been payable in respect of the Shares if they had
been issued at the time of the Grant.]



FORFEITURE OF SHARES: In the event you cease to be employed by the Company, or by any of
its subsidiaries for any reason (other than as a result of death) prior to [the] [any] Vesting
Date, then all unvested Shares subject to this award will be forfeited as of the date of your
termination of employment and any rights with respect to such forfeited Shares will immediately
cease.



CONFIDENTIALITY: In consideration of your receipt of this award, you agree as
follows:



(a) During your employment with the Company or by any of its subsidiaries, and after
the termination of your employment, for any reason, voluntary or involuntary, you will hold
in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating
to the Company or any of its subsidiaries and their respective businesses which the Company or any
of its subsidiaries consider to be proprietary, trade secret or confidential that you obtain or
have previously obtained during your employment by the Company or any of its subsidiaries and that
is not public knowledge (other than as a result of your violation of this provision) (“Confidential
Information”). You will not directly or indirectly use any Confidential Information for any purpose
not associated with the activities of the Company or any of its subsidiaries, or communicate,
divulge or disseminate Confidential Information to any person or entity not authorized by the
Company or any of its subsidiaries to receive it at any time during or after your employment with
the Company, except with the prior written consent of the Company or as otherwise required by law
or legal process. At any time requested by the Company and immediately upon the termination of
your employment, you shall return all copies of all documents and other materials in any form that
constitute, contain, refer or relate to any Confidential Information.



 









 





(b) You understand and agree that the restrictions set forth above are reasonable and
necessary to protect the legal interests of the Company. You further agree that the Company will
be entitled to seek injunctive relief in the event of any actual or threatened breach of such
restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a
federal or state court of competent jurisdiction located in Hamilton County, Ohio. You understand
and agree that this Agreement shall be construed and enforced in accordance with the laws of the
state of Delaware applicable to contracts executed and performed therein. If any provision
of this Agreement is determined to be unenforceable by any court, then such provision will be
modified or omitted only to the extent necessary to make the remaining provisions of this Agreement
enforceable.



TAXES: You must pay all applicable U.S. federal, state, local and foreign
taxes resulting from the grant of this award and the issuance of the Shares upon any vesting of
this award. The Company has the right to withhold all applicable taxes due upon the vesting of
this award (by payroll deduction or otherwise) from the proceeds of this award or from future
earnings (including salary, bonus or any other payments.) In advance of [the][each] Vesting Date
you may elect to pay the withholding amounts due by surrendering to the Company a number of the
Shares otherwise deliverable on that Vesting Date that have a fair market value on that Vesting
Date equal to the amount of the payroll withholding taxes due.



CONDITIONS: This award is
governed by and subject to the terms and conditions of the Plan, which contains important
provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided
to you, along with a summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the
Plan, in which case the provision of the Plan will apply. Your rights and obligations under this
Agreement are also governed by and are subject to applicable U.S. laws and foreign laws.



AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please
sign and return one copy of this Agreement to                                                            .



	 	 	 	 	 	 	 
	LCA-VISION INC.	 	Complete Grantee Information below:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	Name:

	 	 	 	 	 	Home Address (including country):
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date Agreed To:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S. Social Security Number (if applicable)