exv10w13



 





EXHIBIT 10.13




COMPEX TECHNOLOGIES, INC.

RESTRICTED STOCK AWARD AGREEMENT




     This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made this
second day of June, 2004 by and between Compex Technologies, Inc., a Minnesota
corporation (the “Company”) and [Executive] (“Participant”).



     1.      Award. The Company hereby grants to Participant a restricted
stock award of [                     ] shares (the “Shares”) of Common Stock, par value $.10
per share, of the Company according to the terms and conditions set forth
herein and in the Compex Technologies, Inc. 1998 Stock Incentive Plan (the
“Plan”). The Shares are Restricted Stock granted under Section 6(c) of the
Plan. A copy of the Plan will be furnished upon request of Participant.



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



	 	 	 
	On or after each of	 	Number of Shares
	the following dates
	 	Vested

	June 2, 2005
	 	 
	June 2, 2006
	 	 
	June 2, 2007
	 	 







     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.



     4.      Forfeiture; Early Vesting. If Participant ceases to be an
employee of the Company or any Affiliate (as defined in the Plan), whether or
not terminated for cause, prior to vesting of the Shares pursuant to Section 2
or Section 4 hereof, all of Participant’s rights to all of the unvested Shares
shall be immediately and irrevocably forfeited, except that (i) if Participant
ceases to be an employee by reason of Disability (as defined below) prior to
the vesting of Shares under Section 2 or Section 4 hereof or (ii) if
Participant ceases to be an employee by reason of death prior to the vesting of
Shares under Section 2 or Section 4 hereof, all Shares granted hereunder shall
vest as of such termination of employment. For purposes of this Agreement,
“Disability” has the meaning given to such term in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”). 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.



 









 





     3.      Miscellaneous(a) Legends; Certificates. Participant agrees that
each certificate representing unvested Shares will bear any legend required by
law and a legend reading substantially as follows:




	 	 	The securities represented by this certificate are subject to the
provisions of a Restricted Stock Award Agreement dated as of June
2, 2004. None of the securities represented by this certificate
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.




Participant agrees that the Company shall hold any certificate
representing unvested Shares in escrow until such time such Shares are
vested.



     (b)      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.



     (c)      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 an Affiliate the right to continue as a
director, of the Company or an Affiliate, nor will it affect in any way the
right of the Company or an Affiliate to terminate such employment or position
at any time, with or without cause. In addition, the Company or an Affiliate
may at any time dismiss Participant from employment, or terminate the term of a
director of the Company or an Affiliate, 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 Affiliate,
directly or indirectly, or give rise to any cause of action at law or in equity
against the Company or an Affiliate. 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 Affiliate 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 Committee (as defined in the Plan) and shall be fully bound thereby.



     (d)      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.



     (e)      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



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law deemed applicable by the Committee, 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
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.



     (f)      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 any Affiliate and Participant
or any other person.



     (g)      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.



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



	 	 	 	 	 
	 	 	Compex Technologies, Inc.
	 	 	 	 	 
	 	 	
By:	


	 	 	
Name:	 



	 	 	
Title:	 



	 	 	 	 	 
	 	 	
 
	 	 	Name: [Executive]








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