Exhibit 10.15


 


ABIOMED, Inc.

Restricted Stock Agreement


 


This Restricted Stock Agreement (this “Agreement”) is made effective as of March 1, 2005, between
ABIOMED, Inc. (the “Company”), and
Michael R. Minogue, the President and Chief Executive Officer of the Company
(the “Employee”), pursuant to the Company’s
2000 Stock Incentive Plan, as it may be amended from time to time (the “Plan”).  This
Agreement is expressly subject to all of the terms and conditions contained in
the Plan, which is hereby incorporated herein by reference.  In the event that any of the terms and
conditions contained in this Agreement are inconsistent with the Plan, the
terms of the Plan shall control.  All capitalized
terms not defined in this Agreement have the meanings specified in the Plan.


 


WITNESSETH:


 


WHEREAS, on March 1,
2005 the Committee granted a Restricted Stock Award under Section 6 of the Plan
to the Employee in the amount of 24,000 shares of its Common Stock, $.01 par
value of the Company (the “Shares”),
subject to the restrictions set forth herein, including restrictions related to
the ability of the Employee to transfer the Shares and the Company’s right to
repurchase the Shares in the event of the termination of the Employee’s
employment with the Company; and


 


WHEREAS, the Plan
provides that a participant who is granted a Restricted Stock Award shall have
no rights with respect to the Award unless the participant shall have accepted
the Award within sixty (60) days following the award date by making payment to
the Company of the specified purchase price of the shares covered by the Award
and by executing and delivering to the Company a written instrument that sets
forth the terms and conditions applicable to the Restricted Stock in such form
as the Committee shall determine (the “Written Instrument”);


 


WHEREAS, the
Committee has specified that the Shares be acquired at no cost;


 


WHEREAS, this
Agreement constitutes the required Written Instrument the Employee must deliver
to accept the Restricted Stock Award; and


 


WHEREAS, the
Employee wishes to accept the Restricted Stock Award by delivery to the Company
of this Agreement;


 


NOW, THEREFORE, for
valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Employee agree as follows:


 


1.                                       Repurchase
Option; Vesting .  If the Employee
ceases to be an employee, consultant or advisor to the Company or a subsidiary
of the Company at any time for any reason (the date this occurs being hereafter
referred to as the “Termination Date”),
whether because of any action of the Company or the Employee, the death or
incapacity of the Employee or otherwise, the Company shall have the option to
cause the forfeiture, at no cost to the Company, (the “Repurchase
Option”) of some or all of the Unvested Shares (as defined below),
in accordance with the procedures set forth in Section 3 below.  For purposes of this Agreement,


 





















 


“Unvested
Shares” means any Shares that are not Vested Shares, and “Vested Shares” means any Shares that have vested in
accordance with the following schedule:


 


1.1                                 One-third
of the Shares shall vest on March 1, 2006;


 


1.2                                 An
additional one-third of the Shares shall vest on March 1, 2007; and


 


1.3                                 The
remaining one-third of the Shares shall vest on March 1, 2008.


 


2.                                       Deposit
of Shares.  Simultaneously with the
execution of this Agreement, the Employee shall deposit with the Company the
certificate or certificates representing all of the Stock and shall promptly
upon acquisition of any additional shares of stock, as described in Section 7
hereof, deposit with the Company the certificate or certificates for such
additional shares.  Any such additional
shares shall for all purposes be deemed Shares under this Agreement.  To all certificates deposited by the Employee
with the Company, there shall be attached a stock power or stock powers, duly
executed by the Employee in blank, constituting and appointing the Company his
attorney to transfer such stock on the books of the Company.  The Company shall hold such certificates and
stock powers for the purposes of this Agreement.  The Employee shall continue to be the owner
of the Shares, despite such deposit and stock powers, and shall be entitled to
exercise all rights of ownership in such Shares, subject, however, to the provisions
of this Agreement.


 


3.                                       Exercise
of Repurchase Option.


 


3.1                                 The
Company may exercise the Repurchase Option by delivering or mailing to the
Employee (or the Employee’s estate), within 90 days after the Termination Date
(the “Exercise Period”), a written notice of
exercise of the Repurchase Option.  Such notice shall specify the
number of Unvested Shares to be forfeited, at no cost to the Company, and a
date for the closing under this Paragraph 3, which date shall not be more than
thirty (30) days after the date of such notice. 
If and to the extent the Repurchase Option is not so exercised by the
giving of such a notice prior to the expiration of the Exercise Period, the
Repurchase Option shall automatically expire and terminate effective upon the
expiration of the Exercise Period.


 


3.2                                 Upon
the occurrence of the closing, the Employee shall transfer to the Company, at
no cost to the Company, the number of Shares specified in the Company’s notice,
free of all liens, encumbrances and rights of others.  The closing shall take place at the office of
the Company, on the date specified in the notice or at such other time as the
Company and the Employee shall mutually agree. 
At the closing, the Company shall deliver on behalf of the Employee the
certificate(s) representing the number of Shares the Company has elected to be
forfeited, at no cost to the Company, as well as the duly executed stock powers
accompanying such certificate(s).


 


3.3                                 In
the event that the certificates held by the Company shall evidence a greater
number of Shares than the number of Shares that are being forfeited under this
Section 3, the Company shall accept delivery of such certificate in exchange
for issuance of a new stock certificate to the Employee for such number of
shares equal to the Shares that have not been forfeited.


 


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3.4                                 Upon
delivery by the Company of notice of exercise of the Repurchase Option, the
Company shall not be required thereafter to treat the Employee as the owner of
such Shares to be forfeited, to accord the right to vote to the Employee with
respect thereto or to pay dividends thereon, and shall, in so far as permitted
by law, treat the Company as the owner of such Shares.


 


4.                                       Restriction
on Transfer.  Other than as set forth
in Section 3 with respect to transfers to the Company, the Employee shall not
sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise
dispose of, voluntarily or involuntarily, by operation of law or otherwise
(collectively, “transfer”), any of the Unvested
Shares or any interest therein, unless and until such Shares are no longer
subject to the Repurchase Option.


 


5.                                       Lock-Up
Agreement.  The Employee agrees for a
period of up to 180 days from the effective date of any registration of
securities of the Company under the Securities Act of 1933, as amended, upon
request of the Company or underwriters managing any underwritten offering of
the Company’s securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Shares held by him
without the prior written consent of the Company and such underwriters.


 


6.                                       Restrictive
Legends.  All certificates
representing the Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under
federal or state securities laws:


 


“The securities represented by this certificate are subject to
restrictions on transfer and repurchase rights of the Corporation set forth in
an agreement between the Corporation and the registered holder hereof, dated as
of March 1, 2005, a copy of which will be provided to the holder hereof by the
Corporation upon written request and without charge.”


 


7.                                       Adjustments
for Stock Splits, Stock Dividends, etc.


 


7.1                                 If
from time to time there is any stock split, stock dividend, stock distribution
or other reclassification of the Common Stock of the Company, any and all new,
substituted or additional securities to which the Employee is entitled by
reason of the Employee’s ownership of the Shares shall be immediately subject
to the Repurchase Option and the restrictions on transfer and the other
provisions of this Agreement in the same manner and to the same extent as the
Shares.


 


7.2                                 If
the Shares are converted into or exchanged for, or stockholders of the Company
receive by reason of any distribution in total or partial liquidation,
securities of another corporation, or other property (including cash), pursuant
to any merger of the Company or acquisition of its assets, then the rights of the
Company under this Agreement shall inure to the benefit of the Company’s
successor and this Agreement shall apply to the securities or other property
received upon such conversion, exchange or distribution in the same manner and
to the same extent as to the Shares.


 


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8.                                       Change
in Control.  In order to preserve the
Employee’s rights under this Agreement in the event of a change in control of
the Company, the Committee in its discretion may take one or more of the
following actions: (i) provide for the acceleration of any time period relating
to the vesting of the Shares, (ii) adjust the terms of this Agreement in a
manner determined by the Committee to reflect the change in control, (iii)
cause this Agreement to be assumed, or new rights substituted therefor, by
another entity, or (iv) make such other provision as the Committee may consider
equitable and in the best interests of the Company.


 


9.                                       Discretion
of the Committee.  Unless otherwise
provided, the Committee shall make all determinations required to be made
hereunder, including determinations required to be made by the Company, and
shall interpret all provisions of this Agreement, as it deems necessary or
desirable, in its sole and unfettered discretion.  Such determinations and interpretations shall
be binding and conclusive to the Company and the Employee.  If there shall be no Compensation Committee
of the Corporation’s Board of Directors or if the Board of Directors shall
determine that the Board of Directors shall administer this Agreement, all
references herein to the Committee shall be deemed references to the Board of
Directors.


 


10.                                 Withholding
Taxes; No Section 83(b) Election.


 


10.1                           The
Employee acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Employee any federal, state or local
taxes of any kind required by law to be withheld with respect to the lapse of
the Repurchase Option.


 


10.2                           The
Employee has reviewed with the Employee’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement.  The
Employee is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.  The Employee understands that the Employee
(and not the Company) shall be responsible for the Employee’s own tax liability
that may arise as a result of the Restricted Stock Award or the transactions
contemplated by this Agreement.  The Employee
understands that no election under Section 83(b) of the Code has been, or
will be, made with the IRS with respect to the Restricted Stock Award.


 


11.                                 No
Rights To Employment.  Nothing
contained in this Agreement shall be construed as giving the Employee any right
to continued employment with the Company, or to establish or maintain an
on-going business relationship with the Company.  The Employee acknowledges and agrees that the
transactions contemplated hereunder and the vesting schedule set forth herein
do not constitute an express or implied promise of continued engagement as a
consultant or employee for the vesting period, for any period, or at all.


 


12.                                 Remedies.  No transfer of Shares shall be effective or
given effect on the books of the Company unless all of the applicable
provisions of this Agreement have been duly complied with.  If any transfer of Shares is made or
attempted in violation of the foregoing restrictions the Company shall have the
right to purchase such Shares from the owner thereof or his transferee at any
time before or after the transfer, as herein provided.  In addition to any other legal or equitable
remedies which it may have, the Company may enforce its rights by actions for


 


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specific performance (to the
extent permitted by law) and may refuse to recognize any transferee as one of
its stockholders for any purpose, including, without limitation, for purposes
of dividend and voting rights, until all applicable provisions hereof have been
complied with.


 


13.                                 Fractional
Shares.  The Company shall not
purchase any fraction of a Share upon exercise of any or all of its rights
under this Agreement, and any fraction of a Share resulting from a computation
made pursuant to Section 1 of this Agreement shall be rounded to the
nearest whole Share (with any one-half Share being rounded upward).


 


14.                                 Assignment.  The Company may assign any or all of its
rights under this Agreement to one or more persons or entities.


 


15.                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


 


16.                                 Waiver.  Any provision for the benefit of the Company
contained in this Agreement may be waived, either generally or in any
particular instance, by the Committee.


 


17.                                 Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the Company and the Employee and their
respective heirs, executors, administrators, legal representatives, successors
and assigns, subject to the restrictions on transfer set forth in this
Agreement.


 


18.                                 Amendment.  Subject to Section 13 of the Plan, the
Committee may amend any conditions of this Agreement.  In all other cases, this Agreement may only
be modified or amended by a writing signed by both parties.


 


19.                                 Notices.  Any notices required to be given under this
Agreement shall be sufficient if in writing and if sent by certified mail,
return receipt requested, and addressed as follows:


 


if to the Corporation:


 


ABIOMED, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts  01923

Attn: Chief Financial Officer


 


if to the Employee, at the address of the Employee set forth in the
Company’s records or to such other address as either party may designate under
the provisions hereof.


 


20.                                 Applicable
Law.  All rights and obligations
under this Agreement shall be governed by the laws of The Commonwealth of Massachusetts,
without regard to its conflicts of law principles.


 


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21.                                 Paragraph
Headings.  The paragraph headings
used in this Agreement are for convenience or reference, and are not to be
construed as part of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS
WHEREOF, the parties have executed this Agreement as an instrument under seal
effective as of the date written on the first page of this Agreement.


 


 


	
   

  	
  ABIOMED,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles
  B. Haaser

  	
   

  
	
   

  	
  By: Charles
  B. Haaser

  
	
   

  	
  Its:
  Corporate Controller and Principal Accounting

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  R. Minogue

  	
   

  
	
   

  	
  Michael R.
  Minogue

  
	
   

  	
   

  
	
   

  	
  Acceptance
  date: April 28, 2005

  



 


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IRREVOCABLE STOCK POWER


 


 


FOR VALUE RECEIVED, the undersigned does
hereby sell assign and transfer unto           
                                                                        ,
                                
(SSN or Taxpayer ID)                                         
shares of the capital stock of ABIOMED, INC. represented by
certificate(s) no(s)                                                                                      ,
inclusive, standing in the name of the undersigned on the books of said
Company.


 


The
undersigned does (do) hereby irrevocably constitute and appoint                                                                                   
Attorney to transfer the said stock on the books of said Company, with full
power of substitution in the premises.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Michael
  R. Minogue

  



 


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