Form of Restricted Stock Unit Agreement



 EXHIBIT 10.3.3 
 NATUS MEDICAL INCORPORATED 
 2000 STOCK AWARDS PLAN 
 NOTICE OF RESTRICTED STOCK UNIT GRANT 
 GRANT NUMBER:               
 The terms defined in the Natus Medical Incorporated 2000 Stock Awards Plan, as amended from time to time (the “Plan”), shall have the same meanings in this Notice of Restricted Stock Unit Grant (the
“Notice of Grant”). 
  

			
		
	 Name:
	 	 
		
	 Address:
	 	 
		
		 	 

 You (the “Participant”)
have been granted an award of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the Plan and the attached Restricted Stock Unit Agreement (hereinafter, the
“RSU Agreement”) to the Plan (available in hard copy by request), as follows: 
  

			
		
	 Number of RSUs:
	 	 
		
	 Date of Grant:
	 	 
		
	 First Vesting Date:
	 	 
		
	 Expiration Date:
	 	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date
	
	 Vesting Schedule: The RSUs will vest as follows: [Subject to your continued service as a Service Provider,
            .]


 Participant understands that his or her status as a Service Provider is for an unspecified
duration, can be terminated at any time (i.e., is “at-will”), and that nothing in this Notice of Grant, the RSU Agreement or the Plan changes the at-will nature of that relationship. Participant acknowledges that the vesting of the RSUs
pursuant to this Notice of Grant is earned only by continuing service a Service Provider. Participant also understands that this Notice of Grant is subject to the terms and conditions of both the RSU Agreement and the Plan, both of which are
incorporated herein by reference. Participant has read both the RSU Agreement and the Plan. 
  

									
	PARTICIPANT:	 		 	NATUS MEDICAL INCORPORATED
					
	Signature:	 	 	 		 	By:	 	 
					
	Print Name:	 	 	 		 	Its:	 	 
					
	Date:	 	 	 		 	Date:	 	 








 NATUS MEDICAL INCORPORATED 
 2000 STOCK AWARDS PLAN 
 RESTRICTED STOCK UNIT AGREEMENT

 Unless otherwise defined herein, the terms defined in the Natus Medical Incorporated 2000 Stock Awards Plan, as
amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”). 
 Participant has been granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions and conditions of
the Plan, the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and this Agreement. 
 1. SETTLEMENT. Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule set forth in the Notice of Grant. Settlement of RSUs shall be in Shares. 
 2. STOCKHOLDER RIGHTS. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have
no ownership of the Shares allocated to the RSUs and shall have no right dividends or to vote such Shares. 
 3.
DIVIDEND EQUIVALENTS. Dividends, if any, that are made in the form of cash or property other than Shares, shall not be credited to Participant with respect to RSUs. Dividends in the form of Shares shall be treated as effectively a stock
split and shall result in an appropriate adjustment in the number of RSUs. 
 4. NON-TRANSFERABLE. The
RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of. 
 5. TERMINATION. If Participant’s status as a Service Provider terminates for any reason, or no reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall
immediately terminate. In case of any dispute as to whether such termination has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination. 
 6. ACKNOWLEDGEMENT. The Company and Participant agree that the RSUs are granted under and governed by the Notice of Grant,
this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant has carefully read and is familiar
with their provisions, and (c) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant. 
 7. TAX CONSEQUENCES. Participant acknowledges that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith,
and Participant should consult a tax adviser regarding Participant’s tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU.
The included amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Before any Shares subject to this Agreement are issued Participant must pay to the Company an
amount equal to the minimum amount the Company is required to withhold for income and employment taxes, provided that in its sole discretion the Company may instead elect to deduct from the number of Shares being issued on settlement a number of
Shares with a fair market value (determined on the date the Shares are issued) equal to the minimum amount the Company is required to withhold for income and employment taxes. Upon disposition of the Shares, any subsequent increase or decrease in
value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. 
 8. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable foreign, state
and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 







 9. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and
Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
 10. GOVERNING
LAW; SEVERABILITY. The Plan and Notice of Grant are incorporated herein by reference. The Plan, the Notice of Grant and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Agreement is governed by Delaware law except for that body of law pertaining to conflict of laws. If any provision of
this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 
 11. NO RIGHTS AS EMPLOYEE, DIRECTOR OR CONSULTANT. Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s employment, for any reason, with or without cause. 
 By your signature and the signature of the Company’s
representative on the Notice of Grant, Participant and the Company agree that this RSU is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and this Agreement. Participant has reviewed the Plan, the Notice of
Grant and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Notice of Grant and this Agreement. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Agreement. Participant further agrees to notify the Company upon any change in
Participant’s residence address.