exh10l.htm


     

    
      

      

    

    Exhibit
10l



    ATRION
CORPORATION

     

    NON-EMPLOYEE
DIRECTOR STOCK PURCHASE PLAN

     

    (As
amended and restated as of December 2, 2008)

     

    


     

    1. 
Purpose;
Effective Date.  Atrion
Corporation (the “Company”) has established this Non-Employee Director Stock
Purchase Plan (the “Plan”) to provide a convenient method by which non-employee
directors of the Company (the “Directors”) may acquire shares of Common Stock of
the Company (“Shares”) at fair market value by voluntarily electing to receive
Shares in lieu of fees otherwise payable to them in cash for service as a
director or member of a Committee of the Board of Directors (the
“Fees”).  The Plan shall be effective as of the date of approval by
the Board of Directors of the Company (the “Board”).

     

    2. 
Administration.

     

    2.1.           The
Plan will be interpreted and administered by the Compensation Committee of the
Board (the “Committee”), the actions and interpretations of which will be final
and binding.

     

    2.2.           The
Committee, in its sole discretion, will have the power, subject to, and within
the limitations of, the express provisions of the Plan:

     

    2.2.1                      To
establish, amend and revoke rules and procedures relating to the Plan (for
example, but not by way of limitation, with respect to Director elections to
participate in the Plan and the delivery of Shares) as it may deem necessary or
appropriate for the administration of the Plan;

     

    2.2.2                      To
make any and all determinations as it may deem necessary or appropriate for the
administration of the Plan;

     

    2.2.3                      To
approve a form of election form to be used in conjunction with the Plan;
and

     

    2.2.4                      To
delegate all or any part of its authority and powers under the Plan to one or
more officers or employees of the Company, including with respect to the
day-to-day administration of the Plan.

     

    3. 
Election
to Be Issued Shares in Lieu of Fees.

     

    3.1.           In
December of each year with respect to the Fees payable during the next
succeeding calendar year, each Director shall be given the opportunity to elect
to be issued Shares in lieu of some or all of the Fees that would otherwise be
payable to him or her.

     

    3.2.           On
the first business day of each year, the foregone Fees will be converted into
Shares based on the closing price of a share of Common Stock on the next
preceding date on which any shares of Common Stock were traded on any national
securities exchange on which the shares of Common Stock are listed.

     

    3.3.           Until
and unless otherwise determined by the Committee, each Director’s election
pursuant to Section 3.1 shall be irrevocable for the calendar year to which
it relates.

     

     

    
      
        
        

      

      
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    4. 
Vesting.  Shares issued to
a Director in lieu of Fees shall vest as follows:  (a) 25% of the
Shares issued to a Director shall vest on the date such Shares are issued to
such Director; (b) 25% of such Shares shall vest on the April 1 immediately
following the date such Shares are issued to such Director; (c) 25% of such
Shares shall vest on the July 1 immediately following the date such Shares are
issued to such Director; and (d) 25% of such Shares shall vest on the October 1
immediately following the date such Shares are issued to such
Director.

     

    5. 
Restrictions.  If a Director
ceases to be a member of the Board for any reason, all Shares which have not
vested as of the last day that such Director is a member of the Board shall be
forfeited.  The Shares may not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated until the Shares vest.

     

    6. 
Rights
Prior to Vesting.  During the period
prior to vesting, the Director (a) may exercise full voting rights with respect
to the Shares, (b) shall be entitled to receive cash dividends paid with respect
to the Shares and (c) shall be credited with and entitled to receive stock
dividends paid with respect to the Shares; provided, however, that any such
stock dividends shall be subject to the same restrictions as the
Shares.

     

    7. 
Effect of
Change in Control on Unvested Shares. At the time of consummation
of a Change in Control (as defined below), if any, any Shares that are not
vested shall vest immediately prior to the consummation of the Change in
Control.  For purposes of this Plan, a “Change of Control” shall mean
the occurrence of any of the following events: (a) any person, entity or
affiliated group, excluding the Company or any employee benefit plan of the
Company, acquiring more than twenty-five percent (25%) of the then outstanding
shares of voting stock of the Company, (b) the consummation of any merger or
consolidation of the Company into another company, such that the holders of the
shares of the voting stock of the Company immediately before such merger or
consolidation own less than fifty percent (50%) of the voting power of the
securities of the surviving company or the parent of the surviving company, (c)
the adoption of a plan for complete liquidation of the Company or the sale or
disposition of all or substantially all of the Company's assets of the Company,
such that after the transaction, the holders of the shares of the voting stock
of the Company immediately prior to the transaction own less than fifty percent
(50%) of the voting securities of the acquiror or the parent of the acquiror, or
(d) during any period of two (2) consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board.

     

    8.  Delivery of
Shares.

     

    8.1.           No
Shares shall be delivered to a Director until such Shares have
vested.  As soon as administratively practicable after vesting, vested
Shares will be delivered to the Director in the manner specified in the
Director’s election form.

     

    8.2.           Payouts
of Shares under the Plan will be in the form of whole Shares only; the balance
of any foregone Fees not payable in whole Shares will be paid in
cash.

     

     

    
      
        
        

      

      
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    9. 
Legend.  In order to
enforce the restrictions imposed on the Shares, all certificates representing
such Shares shall initially bear the following legend:

     

    THESE
SHARES ARE HELD SUBJECT TO THE TERMS OF THE ATRION CORPORATION NON-EMPLOYEE
DIRECTOR STOCK PURCHASE PLAN (“THE PLAN”) AND SUCH SHARES MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.  A COPY OF THE PLAN
IS AVAILABLE AT THE OFFICE OF THE COMPANY.

    Such
legend shall be removed as the Shares vest.

     

    10. 
Tax
Election.  Unless
a Director makes an election under Section 83(b) of the Internal Revenue Code,
the fair market value of the Shares issued to the Director as of the date such
Shares vest will be taxable as ordinary income.  In the event a
Director makes a timely election under Section 83(b), the fair market value of
the Shares issued to the Director as of the date of issuance will be taxable as
ordinary income.  The Director shall promptly notify the Company if he
makes a timely Section 83(b) election.  As with cash payments of Fees,
the Company will report the income to the Director on a
Form 1099.  If the Director is a taxpayer in countries other than
the United States, he or she may be subject to additional tax
obligations.

     

    11. 
Amendment
or Termination of the Plan. The Board may, at any time
and for any reason, amend or terminate the Plan.

     

    12. 
No
Guarantee of Future Service. Nothing in the Plan will
provide Directors any guarantee or promise of continued service on the
Board.

     

    13. 
Choice of
Law. All
questions concerning the construction, validity, and interpretation of the Plan
will be governed by the law of the State of Texas, exclusive of the conflict of
laws provisions thereof.

     

    14. 
Headings. The headings in the Plan are
for convenience only and will not be deemed to constitute a part hereof nor to
affect the meaning hereof.

     

     

     

     

     

     

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