**Exhibit 10.2****FORM OF**     **SYNERGETICS USA, INC.** Date of Grant:       **Employee Restricted Stock Agreement** Employee:         No. of Shares:            This Agreement will certify that the employee named above (“**Employee**”) is awarded thenumber of restricted shares of common stock, $0.001 par value per share (the “**Common Stock**”), ofSynergetics USA, Inc. (the “**Company**”), designated above (the “**Restricted Stock**”), pursuant to theCompany’s Amended and Restated 2001 Stock Plan (the “**Plan**”), as of the date indicated above (the“**Grant Date**”) and subject to the terms, conditions and restrictions in the Plan and those set forthbelow. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribedto it in the Plan. Employee’s signature below constitutes Employee’s acceptance of this award andacknowledgment of Employee’s agreement to all the terms, conditions and restrictions contained inthe Plan and this Agreement.       **Accepted by Employee:** **SYNERGETICS USA, INC.**         By: **[Insert Electronic Signature]**             [**Name of Signatory]**      **[Title of Signatory]**  **Terms and Conditions**     **1. ****Terms of Award****.**Pursuant to the terms of the Plan, the Company awards to theEmployee the number of shares of Restricted Stock set forth above. The Restricted Stock isnontransferable by the Employee during the period described below and is subject to the risk offorfeiture as described below. Prior to the time shares become transferable, any certificatesevidencing the shares of Restricted Stock shall bear a legend indicating their nontransferability,and, subject to the terms of this Agreement, including those of the Plan, if the Employeeterminates service as an Employee of the Company prior to the time a restriction lapses, theEmployee shall forfeit any shares of Restricted Stock which are still subject to the restrictionsat the time of termination of such service.     The restrictions on transfer and the risk of forfeiture described in this Section 1shall lapse and be of no further force and effect as follows, as long as the Employee is still anemployee of the Company on the respective annual anniversary and has maintained Continuous Statusas an Employee during such 12-month period ending on the annual anniversary:   **Date** **Percent of Grant for which Restrictions Lapse on Indicated Date**           **2. ****Cost of Restricted Stock****.**The purchase price of the shares of RestrictedStock shall be $0.00.     **3. ****Acceleration****.**Upon the occurrence of an Acquisition Event (as defined below), therestrictions on transfer and the risk of forfeiture described in Section 1 above shalllapse and be of no further force and effect. An **“Acquisition Event”**shall be deemed to haveoccurred only if any of the following events occur: (a) the stockholders of the Company approve amerger or consolidation which results in the voting securities of the Company outstandingimmediately prior thereto representing thereafter (either by remaining outstanding or by beingconverted into voting securities of the surviving or acquiring entity) less than 50% of thecombined voting power of the voting securities of the Company or such surviving or acquiring entityoutstanding immediately after such merger or consolidation; (b)
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any sale of all or substantially all of the assets of the Company; (c) the complete liquidation ofthe Company; or (d) the acquisition of “beneficial ownership” (as defined in Rule 13d-3 under theSecurities Exchange Act of 1934) of securities of the Company representing 50% or more of thecombined voting power of the Company’s then outstanding securities (other than through a merger orconsolidation or an acquisition of securities directly from the Company) by any “person”, as suchterm is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than theCompany, (or its successor), any trustee or other fiduciary holding securities under an employeebenefit plan of the Company or any corporation owned directly or indirectly by the stockholders ofthe Company in substantially the same proportion as their ownership of stock of the Company.     **4. ****No Right to Continued Service****.**Nothing in this Agreement shall be deemed to createany limitation or restriction on such rights as the Company otherwise would have to terminate theservice of the Employee.     **5. ****Compensation Committee Administration****.**This award has been made pursuant to adetermination made by the Compensation Committee, and the Compensation Committee or any successoror substitute committee authorized by the Board of Directors or the Board of Directors itself,subject to the express terms of this Agreement, shall have plenary authority to interpret anyprovision of this Agreement and to make any determinations necessary or advisable for theadministration of this Agreement and may waive or amend any provisions hereof in any manner notadversely affecting the rights granted to the Employee by the express terms hereof.     **6. ****Grant Subject to Plan****.**This award of Restricted Stock is granted under and isexpressly subject to all the terms and provisions of the Plan, and the terms of the Plan areincorporated herein by reference. The Employee hereby acknowledges receipt of a copy of the Planand agrees to be bound by all the terms and provisions thereof. The Compensation Committee hasbeen appointed by the Board of Directors and designated by it, as the Compensation Committee tomake grants of restricted stock.     **7. ****Rights as Stockholder****.**The Employee shall be entitled to all of the rights of astockholder with respect to the shares of Restricted Stock, including the right to vote such sharesand to receive dividends and other distributions payable with respect to such shares since theGrant Date. To the extent that shares of Restricted Stock are forfeited as provided in Section1 of this Agreement, the Employee shall no longer be entitled to the rights of a stockholderwith respect to such forfeited shares.     **8. ****Escrow of Share Certificates****.**In the Company’s sole discretion, (a) certificatesfor the Restricted Stock shall be issued in the Employee’s name and shall be held in escrow by theCompany until all restrictions lapse or such shares are forfeited as provided herein, or (b) theRestricted Stock shall be evidenced on the books and records of the Company via book entry untilall restrictions lapse or such shares are forfeited as provided herein. A certificate orcertificates representing the Restricted Stock as to which restrictions have lapsed shall bedelivered to the Employee upon such lapse.     **9. ****Government Regulations****.**Notwithstanding anything contained herein to the contrary,the Company’s obligation to issue or deliver certificates evidencing the Restricted Stock shall besubject to all applicable laws, rules and regulations and to such approvals by any governmentalagencies or national securities exchanges as may be required.     **10. ****Withholding Taxes****.**The Company shall have the right to require the Employee toremit to the Company, or to withhold from other amounts payable to the Employee, as compensation orotherwise, an amount sufficient to satisfy all federal, state and local withholding taxrequirements.     **11. ****Governing Law****.**This Agreement shall be construed under the laws of the State ofMissouri.
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