Form of Restricted Stock Unit Agreement



 






Exhibit 10.5




NationsHealth, Inc.

2005 Long-Term Incentive Plan




Restricted Stock Unit Agreement




     NATIONSHEALTH, INC., a Delaware corporation (the “Company”), hereby grants to the
Participant named below Restricted Stock Units with respect to shares of its common stock (the
“Shares”). The terms and conditions of this award of Restricted Stock Units are set forth in this
Restricted Stock Unit Agreement (the “Agreement”), and in the NationsHealth, Inc. 2005 Long-Term
Incentive Plan (the “Plan”).



 





	 	 	 
	Date
of Award


Participant’s Name



	 	____________ , 20 ___

__________________
SSN __________________

	Number of Restricted

Stock Units

	 	_______________
Restricted Stock Units. For each vested Restricted Stock Unit, the
Participant shall receive:


Cash equal to the Fair Market Value of one Share (determined as of
the date that the Restricted Stock Unit becomes vested).


One Share.
	 
	 	 
	 

	 	 
	 
	 	 
	Vesting Conditions

(Check applicable

box(es))

	 	_______________
Restricted Stock Units shall vest upon achievement of
the Performance Objectives listed below.


_______________
Restricted Stock Units shall vest according to the Vesting Schedule below.
	 
	 	 
	Performance

Objectives

(Subject to Section 4.3

of the Plan)

	 	__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________.






	 	 	 	 	 	 	 	 	 
	Vesting Schedule

	 	Date
	 	Percent

Vested*
	 	Date
	 	Percent

Vested*
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	__________________
	 	__________________%
	 	__________________
	 	__________________%
	 

	 	__________________
	 	__________________%
	 	__________________
	 	__________________%
	 

	 	__________________
	 	__________________%
	 	__________________
	 	__________________%






     • “Percent Vested” refers to the percentage of the Award with respect to which the restrictions have ended.



 





	 	 	 
	Dividends

	 	The Participant
_________ is / _________ is not eligible to receive payments equivalent to dividends or other distributions with
respect to the Shares underlying Restricted Stock Units. Such payments (if the Participant is eligible to receive
them) shall:


be subject to forfeiture until the vesting date of the Restricted Stock Units with respect to which the payments
are made.


be unrestricted and paid as soon as practicable after the dividend or distribution date.






 





     My signature at the end of this Agreement indicates that I understand and agree to the terms
and conditions set forth in this Agreement and the Plan.
Initials: ______ Date: ____________



 









 





NationsHealth, Inc.

2005 Long-Term Incentive Plan

Restricted Stock Unit Agreement




Restricted
Stock Unit Agreement




     This Agreement evidences an award of Restricted Stock Units under the NationsHealth, Inc.
2005 Long-Term Incentive Plan. The name of the recipient, the number of Restricted Stock Units,
and other variable terms are set forth in the cover page, which is part of this Agreement. The
words “you,” “your,” and similar terms refer to the Participant to whom this Restricted Stock is
awarded.



The Restricted Stock Units are subject to the following terms and conditions:



 





	 	 	 
	Definitions and the Plan

	 	All capitalized terms that are not
otherwise defined in this Agreement
have the meanings set forth in the
Plan, the text of which is
incorporated into this Agreement by
reference. In case of any conflict
between this Agreement and the Plan,
the terms of the Plan shall control.
	 
	 	 
	 

	 	 
	 
	 	 
	Number of Restricted Stock Units

	 	This Agreement entitles you to the
number of Restricted Stock Units set
forth in the cover page. Each
Restricted Stock Unit has a value
equal to the Fair Market Value of
one Share.
	 
	 	 
	 

	 	The number of Restricted Stock Units
may be adjusted to reflect a stock
split or other corporate transaction
or event, in the sole discretion of
the Committee.
	 
	 	 
	 

	 	 
	 
	 	 
	Period of Restriction

	 	The Restricted Stock Units (i.e.,
your rights to receive Shares or
cash) are subject to forfeiture
until the Restricted Stock Units
vest.
	 
	 	 
	 

	 	• With respect to each
Restricted Stock Unit, the period
from the Date of Award until the
Restricted Stock Unit vests is
referred to as the Period of
Restriction. The cover page
indicates whether the Restricted
Stock Units vest (i) upon
achievement of the Performance
Objectives set forth in the cover
page and/or (ii) according to the
Vesting Schedule set forth in the
cover page.
	 
	 	 
	 

	 	   Ø
 With respect to any unvested
Restricted Stock Units that vest
according to the Vesting Schedule
set forth in the cover page, the
vesting dates shown on the Vesting
Schedule shall be delayed by the number of days of any leave of
absence, except as otherwise
required by law.
	 
	 	 
	 

	 	   Ø
 With respect to any
Restricted Stock Units that vest
upon achievement of Performance
Objectives, the Restricted Stock
Units shall not vest until the
Committee certifies in writing that
the applicable Performance
Objectives and other material terms
of the Agreement have been
satisfied.
	 
	 	 
	 

	 	• In addition, the Restricted
Stock Units shall vest in the event
of your disability or a change in
control of the Company to the extent
that accelerated vesting of
Restricted Stock Units upon these
events is specifically provided for
in a separate written agreement
between you and the Company.
	 
	 	 
	 

	 	 
	 
	 	 
	Vesting and Payment

	 	When any Restricted Stock Units
vest, the Shares or cash represented
by the vested Restricted Stock Units
shall be delivered to you as soon as
practicable after the applicable
vesting criteria are satisfied (as
certified by the Committee in
writing, with respect to Performance
Objectives). Subject to the
Restrictions on Delivery and Resale
set forth below, Shares or cash
shall be delivered no later than 21/2
months after the end of the Tax Year
in which the Period of Restriction
ends.






 





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NationsHealth, Inc.

2005 Long-Term Incentive Plan

Restricted Stock Unit Agreement




 





	 	 	 
	Forfeiture

	 	If (i) your Termination of Service
occurs before some or all of your
Restricted Stock Units vest, or (ii)
Performance Objectives with respect
to any Restricted Stock Units are
not satisfied before the end of the
period during which such Performance
Objectives must be achieved, the
unvested Restricted Stock Units
shall be forfeited.
	 
	 	 
	 

	 	 
	 
	 	 
	Shareholder Rights

and Dividends

	 	• This Agreement does not give
you any rights of a stockholder.
However, if the Restricted Stock
Units are settled in Shares, you
will gain stockholder rights when
Shares are transferred to you.
	 
	 	 
	 

	 	• You are eligible to receive
payments equivalent to dividends or
other distributions with respect to
Restricted Stock Units underlying
Shares only if so indicated in the
cover page. As indicated in the
cover page, any such payments shall
be either (i) subject to forfeiture
until the applicable Restricted
Stock Units vest, or (ii)
distributed as soon as practicable
after the dividend or distribution
date. Such payments shall be made
no later than 21/2 months after the
Tax Year in which the payments cease
to be subject to forfeiture or the
Tax Year in which the dividend or
distribution date occurs, whichever
ends later.
	 
	 	 
	 

	 	 
	 
	 	 
	Withholding

	 	If you received the Restricted Stock
Units as an employee, the Company
ordinarily must withhold income and
employment taxes when it pays cash
or delivers Shares following a
Period of Restriction.
	 
	 	 
	 

	 	• If the Restricted Stock
Units are settled in cash, the
Company will withhold an amount
sufficient to satisfy all
withholding obligations.
	 
	 	 
	 

	 	• If the Restricted Stock
Units are settled in Shares, the
Company may either (i) require you
to remit to the Company cash and/or
Shares in an amount sufficient to
satisfy all withholding obligations,
or (ii) upon your request and with
approval from the Committee, reduce
the number of Shares deliverable to
you by a number sufficient to cover
all withholding obligations.
	 
	 	 
	 

	 	As set forth in Section 10.7(a) of
the Plan, you remain responsible at
all times for paying any federal,
state, and local income and
employment taxes with respect to
this Award. NationsHealth is not
responsible for any liability or
penalty that you incur by failing to
make timely payments of tax.
	 
	 	 
	 

	 	 
	 
	 	 
	Nontransferability

	 	Unless the Committee determines
otherwise, you may not transfer the
Restricted Stock Units awarded under
this Agreement.
	 
	 	 
	 

	 	 
	 
	 	 
	Restrictions on
Delivery and Resale

	 	• Following a Period of
Restriction, Shares shall not be
delivered (if this Award is to be
settled in Shares) and you may not
sell any Shares awarded under this
Agreement at a time when delivery or
sale of the Shares would be
prohibited under Applicable Laws.
	 
	 	 
	 

	 	• As set forth in Section 10.5
of the Plan, the Period of
Restriction shall not end and Shares
or cash shall not be delivered until
(i) all conditions of the Award have
been met to the satisfaction of the
Committee, (ii) all other legal
matters in connection with ending
the Period of Restriction and
delivering the Shares or cash have
been satisfied, and (iii) you have
executed and delivered all
representations and agreements as
are necessary and appropriate to
satisfy the requirements of any
Applicable Laws.
	 
	 	 
	 

	 	• As set forth in Section 10.6
of the Plan, the Company shall not
be liable for any delay caused by
the inability to obtain regulatory
authority that it deems necessary to
end the Period of Restriction or
deliver Shares or cash.






 






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NationsHealth, Inc.

2005 Long-Term Incentive Plan

Restricted Stock Unit Agreement




 





	 	 	 
	Lock-up Provision

	 	If the Company proposes to make a
public offering of Shares, the
Company or an underwriter might
request that you not sell or
otherwise dispose (directly or
indirectly) of Shares delivered
under this Agreement (if any) for a
reasonable period (not to exceed 180
days) after the offering. Your
right to any Shares received under
this Agreement is contingent on your
agreeing to comply with such a
request.
	 
	 	 
	 

	 	 
	 
	 	 
	Notices

	 	• Any notice from you to the
Company must be in writing and shall
be deemed effective when it is
received by the Secretary of the
Company at the Company’s principal
office.
	 

	 	• Any notice from the Company
to you must be in writing and shall
be deemed effective when it is
personally delivered to you or when
it is deposited in the U.S. Mail,
with postage and fees prepaid.
	 
	 	 
	 

	 	 
	 
	 	 
	Not an Employment
Contract

	 	This Agreement is not an employment
agreement and does not give you any
right to continued employment (or
other service relationship) with the
Company or an Affiliate. Unless
provided otherwise in a written
agreement between you and the
Company or an Affiliate, your
employment (or other service
relationship) is “at-will” and may
be terminated at any time and for
any reason.
	 
	 	 
	 

	 	 
	 
	 	 
	Amendment and
Termination

	 	This Agreement may be amended or
terminated by mutual agreement, in
writing, signed by you and the
Company. To the extent required to
comply with an Applicable Law or
accounting principle, this Agreement
may be amended by the Company
without your consent. In addition,
as set forth in Section 11.5 of the
Plan, the Committee reserves the
right to adjust the terms of this
Agreement in connection with any
unusual or nonrecurring events
affecting the Company or an
Affiliate. By way of example, the
Company may respond to an unusual or
nonrecurring event by delaying the
time when Shares will be delivered.
	 
	 	 
	 

	 	 
	 
	 	 
	Governing Law

	 	As set forth in Section 12.2 of the
Plan, this Agreement shall be
governed by and interpreted in
accordance with Delaware law
(without regard to any principles of
Delaware law that might direct
resolution to the laws of a
different jurisdiction).
	 
	 	 
	 

	 	 
	 
	 	 
	Severability

	 	As set forth in Section 12.5 of the
Plan, any provision in this
Agreement that is determined to be
unenforceable shall be construed or
deemed to be amended to resolve the
applicable infirmity, unless the
Committee determines that the
infirmity cannot be resolved without
materially changing the Agreement,
in which case the provision shall be
stricken (as it applies in the
jurisdiction where it is invalid)
and the remainder of Agreement shall
remain in effect.
	 
	 	 
	 

	 	 
	 
	 	 
	Waiver

	 	The waiver by you or the Company of
any provision of this Agreement at
any time or for any purpose shall
not operate as or be construed to be
a waiver of the same or any other
provision of this Agreement at any
subsequent time or for any other
purpose.
	 
	 	 
	 

	 	 
	 
	 	 
	Interpretation and
Construction

	 	This Agreement shall be construed
and interpreted by the Committee, in
its sole discretion. Any
interpretation or other
determination by the Committee
(including without limitation
correction of any defect or omission
and reconciliation of any
inconsistency in the Agreement or
the Plan) shall be binding and
conclusive.
	 
	 	 
	 

	 	 
	 
	 	 
	Headings

	 	The headings in this Agreement are
provided solely as a convenience to
facilitate reference. The headings
shall not be relevant for purposes
of construing or interpreting any
part of this Agreement.






 





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NationsHealth, Inc.

2005 Long-Term Incentive Plan

Restricted Stock Unit Agreement




 





	 	 	 
	Entire Understanding

	 	This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this Option. Any prior
agreements, commitments, or
negotiations concerning this Option
are superseded.






 





	 	 	 	 	 
	 	NationsHealth, Inc.

 	 
	 	By: ________________________________	
 	 
	 
	 	Title: ________________________________ 		 
	 	 	 	 
	 




     I have read this Agreement and the Plan, and I understand and agree to their terms and conditions.



	 	 	 	 	 
	 	______________________________

Participant’s Signature





______________________________

Participant’s Name (please print)

 	 
	 	 	 
	 	 	 
	 	 	 



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