Exhibit 10.7


 


AGA
Medical Holdings, Inc.


2008
Equity Incentive Plan


 


Restricted Stock Unit Award Agreement


 


THIS
AWARD AGREEMENT, effective the Grant Date specified below, represents the grant
of stock-settled restricted stock units (“RSUs”) by AGA Medical Holdings, Inc.
(the “Company”), to the Participant named below, pursuant to the provisions of
the AGA Medical Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).


 


The
Plan provides a complete description of the terms and conditions governing this
RSU. If there is any inconsistency between the terms of this Award Agreement
and the terms of the Plan, the Plan’s terms shall completely supersede and
replace the conflicting terms of this Award Agreement. All capitalized terms
shall have the meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein. The parties hereto agree as follows:


 


1.             Grant of RSUs.


 


a.             Grant Information.
The individual named below has been selected to be a Participant in the Plan
and receive a stock-settled RSU grant, as specified below:


 


	
  Participant:

  	
  [·]

  
	
   

  	
   

  
	
  Grant Date:

  	
  [·]

  
	
   

  	
   

  
	
  Number of Share Units Covered by this RSU Grant:

  	
  [·]

  



 


b.             Grant of RSU.
The Company hereby grants to the Participant an RSU covering the number of
Share Units set forth above, each of which shall entitle the Participant to a
Share when vested, in the manner and subject to the terms and conditions of the
Plan and this Award Agreement.


 


c.             Period of Restriction.
The Period of Restriction begins as of the Grant Date detailed above and ends
on the Vesting Date(s) shown below in Section 1(d), unless sooner
terminated in accordance with the terms of this Award Agreement.


 


d.             Vesting Period.
This RSU does not provide Participant with any rights or interests therein
until it vests and Shares becomes payable after the Period of Restriction ends
upon each Vesting Date (specified below) in accordance with the following
schedules, provided Participant’s Employment with the Company, its Affiliates,
and/or its Subsidiaries continues through the applicable date(s):


 


Portion of RSU Vested and Payable
in Shares:


 


	
  # of
  RSUs

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [·] RSUs

  	
   

  	
  [·]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [·] RSUs

  	
   

  	
  [·]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [·] RSUs

  	
   

  	
  [·]

  	
   

  



 


Notwithstanding
the foregoing, upon termination of the Participant’s Employment, any portion of
this RSU that is not then vested shall immediately expire; provided that any
portion of this RSU held by the Participant immediately prior to the
Participant’s death, to the extent not vested, will become vested following the
Participant’s death; further provided, that the entire portion of this RSU held
by the


 


1

















 


Participant
immediately prior to the termination of the Participant’s Employment due to
Disability, to the extent not vested, will become vested following the
Participant’s termination of Employment due to Disability.


 


2.             Restrictions on Transfer of Shares.
Neither this RSU nor the Shares underlying it may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution, except as provided in the Plan. No
assignment or transfer of the RSU or the underlying Shares, whether voluntary
or involuntary, by operation of law or otherwise, except by will or the laws of
descent and distribution or as otherwise required by applicable law, shall vest
in the assignee or transferee any interest whatsoever.


 


3.             Settlement of RSUs and Delivery of Shares.  Payment of vested RSUs shall be made as soon
as administratively practicable after vesting. Settlement will be made by
payment in Shares in accordance with the Plan. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any Shares if the Company
determines that such sale or delivery would violate any applicable law or any rule or
regulation of any governmental authority or any rule or regulation of, or
agreement of the Company with, any securities exchange or association upon
which the Shares are listed or quoted. The Company shall in no event be
obligated to take any affirmative action in order to cause the delivery of
Shares to comply with any such law, rule, regulation or agreement.


 


Furthermore,
Participant understands that the laws of the country in which he/she is working
at the time of grant or vesting of the RSUs or at the subsequent sale of Shares
granted to Participant under this Award Agreement (including any rules or
regulations governing securities, foreign exchange, tax, labor or other
matters) may subject Participant to additional procedural or regulatory
requirements he/she is solely responsible for and will have to independently
fulfill in relation to ownership or sale of such Shares.


 


Participant
further understands and agrees that the Company and any related company are
neither responsible for any foreign exchange fluctuations between Participant’s
local currency and the United States Dollar that may affect the value of Shares
nor liable for any decrease in the value of Shares.


 


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 Committee to administer the Plan and Awards set forth in Section 4
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.


 


5.             Data Privacy.
In order to perform its obligations under the Plan or for the implementation
and administration of such Plan, the Company may collect, transfer, use,
process, or hold certain personal or sensitive data about the Participant. Such
data includes, but is not limited to Participant’s name, nationality,
citizenship, work authorization, date of birth, age, government or tax
identification number, passport number, brokerage account information, address,
compensation and equity award history, and beneficiaries’ contact information.
Participant explicitly consents to the collection, transfer (including to third
parties in Participant’s home country or the United States or other countries,
such as, but not limited to, human resources personnel, legal and tax advisors,
and brokerage administrators), use, processing, and holding, electronically or
otherwise, of his/her personal information in connection with this or any other
equity award. At all times, the Company shall maintain the confidentiality of
Participant’s personal information, except to the extent the Company is
required to provide such information to governmental agencies or other parties;
such actions will be undertaken by the Company only in accordance with
applicable law.


 


6.             Mode of Communication.
Participant agrees, to the fullest extent permitted by law, in lieu of
receiving documents in paper format, to accept electronic delivery of any
documents that the Company or related company may deliver in connection with
this grant and any other grants offered by the Company, including prospectuses,
grant notifications, account statements, annual or quarterly reports, and other
communications. Electronic delivery of a document may be made via the Company’s
email system or by reference to a location on the Company’s intranet or website
or website of the Company’s agent administering the Plan.


 


To
the extent Participant has been provided with a copy of this Award Agreement,
the Plan or any other documents relating to this Award in a language other than
English, the English language documents will prevail in case of any ambiguities
or divergences as a result of translation.


 


7.             Committee’s Powers.
No provision contained in this Award Agreement shall in any way terminate,
modify or alter, or be construed or interpreted as terminating, modifying or
altering any of the powers, rights or authority vested in the Committee or, to
the extent delegated, in its delegate pursuant to the terms of the Plan or
resolutions adopted in furtherance of the Plan, including, without limitation,
the right to make certain determinations and elections with respect to the
RSUs.


 


2

















 


8.             Miscellaneous.


 


a.             This
Award Agreement does not confer upon the Participant any right to continuation
of Employment by the Company, nor shall this Award Agreement interfere in any
way with the Company’s right to terminate the Participant’s Employment at any
time.


 


b.             The
Participant shall have no rights as a stockholder of the Company with respect
to the Shares subject to this Award Agreement until such time as the Shares
have been issued and delivered to the Participant.


 


c.             With
the approval of the Board, the Committee may terminate, amend, or modify the
Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this
Award Agreement.


 


d.             The
Company shall have the authority to deduct or withhold, or require the
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including Participant’s FICA obligation) required by
law to be withheld with respect to any provision of this Agreement.


 


e.             This
Award Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


f.              To
the extent not preempted by federal law, this Award Agreement shall be governed
by, and construed in accordance with, the laws of the State of Minnesota.


 


g.             All
obligations of the Company under the Plan and this Award Agreement, with
respect to RSUs, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.


 


h.             The
provisions of this Award Agreement are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions shall nevertheless be binding and enforceable.


 


i.              By
accepting this RSU or other benefit under the Plan, the Participant and each
person claiming under or through the Participant shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board, or the Committee.


 


j.              The
Participant, every person claiming under or through the Participant, and the
Company hereby waive to the fullest extent permitted by applicable law any
right to a trial by jury with respect to any litigation directly or indirectly
arising out of, under, or in connection with, the Plan or this Award Agreement
issued pursuant to the Plan.


 


k.             Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Participant 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.


 


l.              If
the Participant does not sign and return this Award Agreement to AGA Medical
Corporation, Attn:  Legal Department,
5050 Nathan Lane North, Plymouth, MN 55442 within 30 days of the Grant Date set
forth in Section 1a, then this Agreement and the RSUs it conveys shall be
forfeited, null and void.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of date(s) indicated below.


 


	
   

  	
  AGA Medical
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Participant

  



 


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