Exhibit 10.20


 


CANDELA
CORPORATION

2008 STOCK PLAN

NOTICE OF STOCK APPRECIATION RIGHT GRANT


 


You (the “Grantee”) have
been granted the following stock appreciation right (“SAR”) relating to shares
of common stock, $0.01 par value per share (the “Common Stock”), of Candela
Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s
2008 Stock Plan (the “Plan”):


 


	
  Name of Grantee:

   

  	
   

  	
                                         

  
	
  Total number of shares
  of Common Stock to which SAR relates:

   

  	
   

  	
                                         

  
	
  Grant Price per share
  of Common Stock:

   

  	
   

  	
  $                                     

  
	
  Date of Grant:

   

  	
   

  	
                                         

  
	
  Expiration Date:

  	
   

  	
                                         

  The SAR may expire earlier as described in the attached Stock Appreciation
  Right Agreement.

  



 


Vesting Schedule


 


	
  Date

  	
   

  	
  Number of Vested SARs On Such Date

  
	
  On or after
                                          ,
  but before                                         

  	
   

  	
  [    %
  of the] [          ] shares
  of Common Stock subject to this SAR

  
	
  On or after
                                          ,
  but before                                         

  	
   

  	
  [    %
  of the] [          ] shares
  of Common Stock subject to this SAR

  
	
  On or after
                                          ,
  but before

  	
   

  	
  an additional
  [    % of the]
  [          ] shares of
  Common Stock subject to this SAR

   

  
	
  On or after
                                          ,
  but before                                         

  	
   

  	
  an additional
  [    % of the]
  [          ] shares of
  Common Stock subject to this SAR

   

  
	
  On or after 

   

  	
   

  	
  100% of the shares of
  Common Stock subject to this SAR

  



 


By your signature and the
signature of the Company’s representative below, you and the Company agree that
this SAR is granted under and governed by the terms and conditions of the Plan
and the Stock Appreciation Right Agreement, both of which are attached to and
made a part of this document.


 


	
  GRANTEE

  	
   

  	
  CANDELA CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


CANDELA
CORPORATION


 


STOCK APPRECIATION
RIGHT AGREEMENT


 


1.          Grant of Stock
Appreciation Right.


 


(a)     Stock Appreciation
Right.  Subject to the terms and
conditions set forth in the Notice of Stock Appreciation Right Grant and this
Stock Appreciation Right Agreement (the “Agreement”), the Company grants to the
Grantee on the Date of Grant a SAR that entitles the Grantee to receive upon
exercise of the SAR a number of shares of Common Stock having a fair market
value equal to the number of shares of Common Stock with respect to which the
SAR is being exercised multiplied by the difference between the fair market
value of a share of Common Stock on the date of exercise of the SAR and the
Grant Price per share of Common Stock.


 


(b)    Plan and Defined Terms.  The SAR is granted pursuant to the Plan, a
copy of which the Grantee acknowledges having received.  All terms, provisions, and conditions
applicable to the SAR set forth in the Plan and not set forth herein are hereby
incorporated by reference herein.  To the
extent any provision hereof is inconsistent with a provision of the Plan, the
provisions of the Plan will govern.  All
capitalized terms that are used in this Agreement and not otherwise defined
herein shall have the meanings ascribed to them in the Notice of Stock
Appreciation Right Grant or, if not defined therein, the Plan.


 


2.          Right to Exercise.  The SAR may be exercised, in whole or in
part, prior to the Expiration Date to the extent it is exercisable.  If the Grantee has continuously served the
Company or any Related Corporation in the capacity of an employee, officer,
director or consultant (such service is described herein as maintaining or
being involved in a “Business Relationship” with the Company), from the Date of
Grant through a date listed under the heading “Vesting Schedule” on the Notice
of Stock Appreciation Right Grant, this SAR shall become exercisable by the
Grantee with respect to the number of additional shares of Common Stock set
forth opposite such date.  Notwithstanding
the foregoing, the Board may, in its discretion, accelerate the date that any
installment of this SAR becomes exercisable. 
The SAR may be exercised by providing a written notice of exercise to
the Company in such form as the Committee may prescribe.


 


3.          Term and Expiration.


 


(a)     Basic Term.  Subject to earlier termination pursuant to
the terms hereof, the SAR shall expire on the Expiration Date set forth in the
Notice of Stock Appreciation Right Grant, which date is 10 years after the Date
of Grant.


 


(b)    Termination of Business
Relationship with the Company.  If the
Grantee ceases to maintain a Business Relationship with the Company, other than
by reason of death or Disability, no further installments of this SAR shall
become exercisable, and this SAR shall terminate after the passage of ninety
(90) days from the date the Business Relationship ceases, but in no event later
than the scheduled Expiration Date.  In
such a case, the Grantee’s only rights hereunder shall be those that are
properly exercised before the termination of this SAR.


 


4.          Death; Disability;
Dissolution.  If the Grantee dies while
involved in a Business Relationship with the Company, this SAR may be
exercised, to the extent of the number of shares of Common Stock with respect
to which the Grantee could have exercised it on the date of the Grantee’s
death, by the Grantee’s estate, personal representative or beneficiary to whom
this SAR has been assigned pursuant to Section 8(c), at any time within
180 days after the date of death, but no later than the scheduled Expiration
Date.  If the Grantee’s Business
Relationship with the Company is terminated by reason of the Grantee’s
Disability, this SAR may be exercised, to the extent of the number of shares of
Common Stock with respect to which the Grantee could have exercised it on the
date the Business Relationship was terminated, at any time within 180 days
after the date of such termination, but not later than the scheduled Expiration
Date.  At the expiration of such 180-day
period or the scheduled Expiration Date, whichever is earlier, this SAR shall
terminate and the only rights hereunder shall be those as to which the SAR was
properly exercised before such termination.


 

















5.          Acceleration and Vesting
of SARs for Business Combinations.  If
the Company is the subject of an Acquisition, then this SAR shall, immediately
prior to the consummation of such Acquisition, become fully vested and
immediately exercisable by the Grantee.


 


6.          No Obligation to
Maintain Business Relationship.  The
Company and any Related Corporation are not by the Plan or this SAR obligated
to continue to maintain a Business Relationship with the Grantee.


 


7.          Capital Changes and
Business Successions.  The Plan contains
provisions covering the treatment of SARs in a number of contingencies such as
stock splits and mergers.  Provisions in
the Plan for adjustment with respect to stock subject to SARs and the related
provisions with respect to successors to the business of the Company including,
without limitation, provisions regarding Acquisitions are hereby made
applicable hereunder and are incorporated herein in their entirety by
reference.  Without affecting the
generality of the foregoing, it is understood that for the purposes of Sections
3 and 4 hereof, a Business Relationship with the Company includes a Business
Relationship with a Related Corporation.


 


8.          Miscellaneous
Provisions.


 


(a)     Tax Withholding.  The Company may make such provisions as are
necessary for the withholding of all applicable taxes on the SAR, in accordance
with paragraph 11 of the Plan.  With
respect to the minimum statutory tax withholding required, the Grantee may
elect to satisfy such tax withholding requirement by having the Company
withhold shares of Common Stock from the SAR upon exercise.


 


(b)    Rights as a Stockholder.  Neither the Grantee nor the Grantee’s
representative shall have any rights as a stockholder with respect to any
shares of Common Stock to which the SAR relates unless the SAR has been
exercised and share certificates have been issued to the Grantee or
representative, as the case may be. 
Except as expressly provided in the Plan with respect to certain changes
in the capitalization of the Company, no adjustment shall be made for dividends
or similar rights for which the record date is prior to the date such share
certificates are issued.


 


(c)     Nonassignability of SARs. The
SAR is not assignable or transferable by the Grantee except by will or by the
laws of descent and distribution and as otherwise consistent with the terms of
the Plan and this Agreement. During the lifetime of the Grantee, only the
Grantee shall be entitled to exercise the SAR.


 


(d)    Ratification of Actions.  By accepting the SAR, the Grantee and each
person claiming under or through the Grantee shall be conclusively deemed to
have indicated the Grantee’s acceptance and ratification of, and consent to,
any action taken under the Plan or this Agreement and the Notice of Stock
Appreciation Right Grant by the Company, the Board, or the Committee.


 


(e)     Notice.  Any notice required by the terms of this
Agreement shall be given in writing and shall be deemed effective upon personal
delivery or upon deposit with the United States Postal Service, by registered
or certified mail, with postage and fees prepaid.  Notice shall be addressed to the Company at
its principal executive office and to the Grantee at the address that was most
recently provided by the Grantee in writing to the Company.  The Grantee shall notify the Company upon any
change in the Grantee’s address.


 


(f)       Modification or
Amendment.  This Agreement may only be
modified or amended by written agreement executed by the parties hereto, except
as otherwise provided in paragraph 8 of the Plan regarding the treatment of
SARs upon certain events such as stock splits and mergers.


 


(g)    Entire Agreement.  This Agreement embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.


 


(h)    Choice of Law.  This Agreement and the Notice of Stock
Appreciation Right Grant shall be governed by, and construed in accordance
with, the laws of Delaware, as such laws are applied to contracts entered into
and performed in such state.


 


(i)        Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 

















 


(j)        Severability.  In the event any provision of this Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed and enforced as if such illegal or invalid provision had not
been included.