Exhibit 10.3 to Vascular Solutions, Inc. Form 8-K dated December 9, 2005






Exhibit 10.3  



VASCULAR SOLUTIONS, INC. 



RESTRICTED STOCK AWARD AGREEMENT 



        This RESTRICTED STOCK AWARD
AGREEMENT (the “Agreement”) is made this _____ day of _____, _____, by and between Vascular Solutions, Inc., a
Minnesota corporation (the “Company”) and _____, an individual resident of _____, _____
(“Participant”). 



        1.    Award.   The
Company hereby grants to Participant a restricted stock award of _____ shares (the “Shares”) of Common Stock, par
value $.01 per share, of the Company according to the terms and conditions set forth herein and in the Vascular Solutions Stock
Option and Stock Award Plan (the “Plan”). The Shares are Restricted Shares granted under Section 15 of the Plan.
A copy of the Plan will be furnished upon request of Participant. With respect to the Shares, Participant shall be entitled at all
times on and after the date of issuance of the Shares to exercise the rights of a stockholder of Common Stock of the Company,
including the right to vote the Shares and the right to receive dividends on the Shares. 



        2.    Vesting.   Except
as otherwise provided in this Agreement, the Shares shall vest in accordance with the following schedule: 




	Anniversary of the
Date of Grant 
		Percentage of Shares Vested 

	Second	 	50%	 
	Third	 	75%	 
	Fourth	 	100%	 







Notwithstanding the vesting schedule above, all of the Shares shall vest upon
a Change in Control (as defined below) of the Company. The Company shall notify the Participant in writing of this vesting within
10 days of the Change in Control. 



        (a)    A
“Change in Control” shall mean: 



	  	        (i)    A
change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement; 







	  	        (ii)    Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than any employee benefit plan of
the Company or any entity which reports beneficial ownership of the Company’s outstanding securities on Schedule 13G pursuant
to Rule 13d-1 under the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of
the Company’s then outstanding securities; 









  











	  	        (iii)    The
Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; provided that
such change is the direct or indirect result of a proxy fight and contested election or elections for positions on the Board of
Directors; 







	  	        (iv)    The
shareholders of the Company approve: (1) any consolidation or merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of Company stock would be converted into cash, securities, or other property,
other than a merger of the Company in which shareholders immediately prior to the merger have the same proportionate ownership of
stock of the surviving corporation immediately after the merger; (2) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (3) any plan of
liquidation or dissolution of the Company; or 







	  	        (v)    The
majority of the Continuing Directors (as defined below) determine in their sole and absolute discretion that there has been a
Change in Control of the Company. 







        (b)    “Continuing
Director” shall mean any person who is a member of the Board of Directors of the Company, while such person is a member
of the Board of Directors, who is not an Acquiring Person (as defined herein) or an Affiliate or Associate (as defined herein) of
an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or Associate, and who: 



	  	        (i)    was
a member of the Board of Directors on the date of this Agreement as first written above; or 







	  	        (ii)    subsequently
becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board
of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this Section,
“Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who or which, together with all Affiliates and Associates of such person, is the “beneficial owner” (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Company’s then outstanding securities, but shall not include the
Company, any subsidiary of the Company, or any employee benefit plan of the Company, or of any subsidiary of the Company, or any
entity holding shares of common stock organized, appointed, or established for, or pursuant to the terms of, any such plan; and
“Affiliate” and “Associate” shall have the respective meanings described to such terms in Rule 12b-2
promulgated under the Exchange Act. 








        3.    Restrictions
on Transfer.   Until the Shares vest pursuant to Section 2 or Section 4 hereof, none of the Shares may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be
void and unenforceable against the Company, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation
of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the Shares. 






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        4.    Forfeiture.   If
Participant ceases to be an employee of the Company or its subsidiaries for any reason, including termination, death or
disability, prior to vesting of the Shares pursuant to Section 2 hereof, all of Participant’s rights to all of the
unvested Shares shall be immediately and irrevocably forfeited. Upon forfeiture, Participant will no longer have any rights
relating to the unvested Shares, including the right to vote the Shares and the right to receive dividends declared on the Shares.




        5.    Distributions and Adjustments.  



        (a)    If
any Shares vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend
or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of shares, or otherwise), Participant shall receive upon such vesting the number and
type of securities or other consideration which Participant would have received if such Shares had vested prior to the event
changing the number or character of the outstanding Common Stock. 



        (b)    Any
additional shares of Common Stock of the Company, any other securities of the Company and any other property (except for regular
cash dividends or other cash distributions) distributed with respect to the Shares prior to the date or dates the Shares vest
shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited
with the Secretary of the Company or a custodian designated by the Secretary. 



        6.    Miscellaneous.  



        (a)    Issuance
of Shares.   The Company shall cause the Shares to be issued in the name of Participant, either by book-entry
registration, if available, or issuance of a stock certificate or certificates evidencing the Shares, which certificate or
certificates shall be held by the Secretary of the Company or the stock transfer agent or brokerage service selected by the
Secretary of the Company to provide such services for the Plan. The Shares shall be restricted from transfer and shall be subject
to an appropriate stop-transfer order. If any certificate is used, the certificate may bear an appropriate legend referring to the
restrictions applicable to the Shares. Participant hereby agrees to the retention by the Company of the Shares and, if a stock
certificate is used, agrees to execute and deliver to the Company a blank stock power with respect to the Shares as a condition to
the receipt of this award of Shares. After any Shares vest pursuant to Section 2 or Section 4 hereof, and following payment of the
applicable withholding taxes pursuant to Section 6(b) of this Agreement, the Company shall promptly cause to be issued a
certificate or certificates, registered in the name of Participant or in the name of Participant’s legal representatives,
beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any shares withheld to pay withholding
taxes) and shall cause such certificate or certificates to be delivered to Participant or Participant’s legal
representatives, beneficiaries or heirs, as the case may be, free of the legend or the stop-transfer order referenced above. The
value of any fractional Shares shall be paid in cash at the time certificates evidencing the Shares are delivered to Participant.






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        (b)    Income Tax Matters.  



	  	        (i)    In
order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of Participant, are withheld or collected from Participant. 







	  	        (ii)    In
accordance with the terms of the Plan, and such rules as may be adopted by the Board or any Committee of the Board under the Plan,
Participant may elect to satisfy Participant’s federal and state income tax withholding obligations arising from the receipt
of, or the lapse of restrictions relating to, the Shares, by (i) delivering cash, check (bank check, certified check or personal
check) or money order payable to the Company, (ii) having the Company withhold a portion of the Shares otherwise to be delivered
having a fair market value (as determined under Section 5 of the Plan) equal to the amount of such taxes, or (iii) delivering to
the Company shares of Common Stock already owned by Participant having a fair market value (as determined under Section 5 of the
Plan) equal to the amount of such taxes; provided that the alternatives in clauses (ii) and (iii) above shall be subject to the
discretion of the Board or any Committee of the Board, as the case may be. The Company will not deliver any fractional Shares but
will pay, in lieu thereof, the fair market value (as determined under Section 5 of the Plan) of such fractional Shares.
Participant’s election must be made on or before the date that the amount of tax to be withheld is determined. 







        (c)    Plan
Provisions Control.   In the event that any provision of the Agreement conflicts with or is inconsistent in any
respect with the terms of the Plan, the terms of the Plan shall control. 



        (d)    No
Right to Employment.   The issuance of the Shares shall not be construed as giving Participant the right to be
retained in the employ, or as giving a director of the Company or any of its subisidiaries the right to continue as a director, of
the Company or any subsidiary, nor will it affect in any way the right of the Company or its subsidiaries to terminate such
employment or position at any time, with or without cause. In addition, the Company or its subsidiaries may at any time dismiss
Participant from employment, or terminate the term of a director of the Company or any subsidiary, free from any liability or any
claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against
the Company or any subsidiary, directly or indirectly, or give rise to any cause of action at law or in equity against the Company
or any subsidiary. The Award granted hereunder shall not form any part of the wages or salary of Participant for purposes of
severance pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall
any person ceasing to be an employee of the Company or any subsidiary be entitled to any compensation for any loss of any right or
benefit under the Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether
such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating
in the Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and
conditions of any rules and regulations adopted by the Board or any Committee of the Board, as the case may be, and shall be fully
bound thereby. 





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        (e)    Governing
Law.   The validity, construction and effect of the Plan and the Agreement, and any rules and regulations
relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of
the State of Minnesota. 



        (f)    Securities
Matters.   The Company shall not be required to deliver Shares until the requirements of any federal or state
securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the
Company to be applicable are satisfied. 



        (g)    Severability.   If
any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Agreement under any law deemed applicable by the Board or any Committee of the Board, as the case may be, such
provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Board or such Committee, materially altering the purpose or intent of the Plan or the
Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall
remain in full force and effect. 



        (h)    No
Trust or Fund Created.   Neither the Plan nor the Agreement shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or its subsidiaries and Participant or any other person.




        (i)    Headings.   Headings
are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

















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        IN WITNESS WHEREOF,
the Company and Participant have executed this Restricted Stock Award Agreement on the date set forth in the first paragraph.



	 	VASCULAR SOLUTIONS, INC.  
	 
	    	By:    	    

	    	Name:    	    

	    	Title:    	    

	 
	 
	 	[Participant]   
	 
	    	    

	    	Name:    	    






















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