Exhibit 10.2


 


RESTRICTED SHARE AWARD AGREEMENT


UNDER THE MRI INTERVENTIONS, INC.


2013 INCENTIVE COMPENSATION PLAN


	Name of Grantee: 	 	____________________________________________ 
	 	 	 
	No. of Restricted Shares:  	 	____________________________________________ 
	 	 	 
	Grant Date:    	 	____________________________________________ 
	 	 	 


 


Pursuant to the
MRI Interventions, Inc. 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), MRI
Interventions, Inc. (the “Company”) hereby grants under this Agreement (the “Agreement”)
to the Grantee named above the number of Restricted Shares specified above (the “Restricted Shares”), subject
to the restrictions and conditions set forth in this Agreement and in the Plan. The Company acknowledges the receipt from the Grantee
of consideration with respect to the par value of the Restricted Shares in the form of cash, past or future services rendered to
the Company by the Grantee or such other form of consideration as is acceptable to Committee. Capitalized terms in this Agreement
shall have the meanings specified in the Plan, unless a different meaning is specified herein.


1.            Grantee’s Rights. The Grantee shall have no rights with respect to this Agreement
unless he or she shall have accepted this Agreement by (i) signing and delivering to the Company a copy of this Agreement,
and (ii) delivering to the Company a stock power endorsed in blank. Upon execution of this Agreement by the Grantee, the Restricted
Shares shall be issued and held by the Company’s transfer agent in book entry form, and the Grantee’s name shall be
entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder
with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified
in Section 2 below.


2.            Restrictions and Conditions.


(a)         Any book entries for Restricted Shares granted herein shall bear an appropriate legend, as
determined by the Committee in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein
and in the Plan.


(b)         Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of by the Grantee prior to vesting.


(c)         If the Grantee’s employment with the Company or its Affiliates is voluntarily or involuntarily
terminated for any reason (including death) prior to vesting of the Restricted Shares granted herein, all unvested shares of Restricted
Shares shall immediately and automatically be forfeited and returned to the Company.


3.            Vesting of Restricted Shares. The restrictions and conditions in Section 2
of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in
the Employment of the Company or an Affiliate on such dates. If a series of Vesting Dates is specified, then the restrictions and
conditions in Section 2 shall lapse only with respect to the number of Restricted Shares specified as vested on such
date.


 



    

    

    

 


	
        Number of

        Shares Vested
	 	
         

        Vesting Date

	 	(____%)	 
	 	(____%)	 
	 	(____%)	 



 


Subsequent to such
Vesting Date or Dates, the Restricted Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted
Shares. Once the restrictions and conditions have lapsed, the Company shall instruct its transfer agent to issue a stock certificate
representing the vested portion of the Restricted Shares. The Committee may at any time accelerate the vesting schedule specified
in this Section 3. Notwithstanding anything herein to the contrary or in the Plan, in the event of a Change of Control,
the Restricted Shares shall become fully vested as of the effective time of the Change of Control.


4.            Dividends. Dividends
on the Restricted Shares, to the extent declared and paid, shall
be paid currently to the Grantee.


5.            Tax Withholding. The Grantee shall, not later than the date as of which the receipt
of this Agreement becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory
to the Committee for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event.
Except in the case where an election is made pursuant to Paragraph 6 below, the required minimum tax withholding obligations
of the Company may be satisfied, in whole or in part, by the Company withholding from the Restricted Shares to be issued a number
of Restricted Shares with an aggregate Fair Market Value that would satisfy the withholding amount due.


6.            Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee
may, within 30 days following the acceptance of this Agreement as provided in Section 1 of this Agreement, file with
the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee
makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or
she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or
she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard
to such election.


7.            Incorporation of Plan. Notwithstanding anything herein to the contrary, the Restricted
Shares shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set
forth in Section 4 of the Plan.


8.            Transferability. Unless otherwise approved by the Committee, this Agreement is personal
to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or
the laws of descent and distribution.


9.            No Obligation to Continue Employment. Neither the Company nor any of its Affiliates
is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this
Agreement shall interfere in any way with the right of the Company or any such Affiliate to terminate the employment of the Grantee
at any time.


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


 



    

    

    

 


11.          Amendment. Pursuant to Section 15 of the Plan, the Committee may at any time amend,
alter or discontinue the Plan, but no such action may be taken that adversely affects the Grantee’s rights under this Agreement
without the Grantee’s consent.


12.          No Fractional Shares. No fractional shares of the Company’s common stock shall
be issued or delivered pursuant to this Agreement, and the Committee shall determine whether cash, other securities or other property
shall be paid or transferred in lieu of any such fractional shares or whether such fractional shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.


13.          Inconsistencies. In the event of an inconsistency between the terms of this Agreement
and the Grantee’s employment agreement with the Company, if any, the terms of such employment agreement shall govern.


14.          Electronic Consent. The Company may choose to deliver certain statutory materials relating
to the Plan in electronic form. By accepting the Restricted Shares, the Grantee agrees that the Company may deliver these materials
in an electronic format. If at any time the Grantee would prefer to receive paper copies of these documents, as the Grantee is
entitled to, the Company will provide paper copies upon written request by the Grantee to the Secretary of the Company.


[SIGNATURE PAGE FOLLOWS]



    	 



    	 



    

 


IN WITNESS WHEREOF, the Company
has executed this Agreement on and as of the day and year first above written.


MRI INTERVENTIONS, INC.


 


 


		By:	



 

 


		Name: 	



 

 


		Title:	



 


The foregoing Agreement
is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.


 


 


	 	Grantee’s Signature
	 	 
	 	 
	 	 
	 	Grantee’s Name
	 	 
	 	 
	 	Grantee’s Address
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 

 

 

 

 

 

 

 


26867615.1

 

 

 


[Signature Page to Restricted Share Award Agreement]