exv10w19





Exhibit
10.19



CARDIAC SCIENCE CORPORATION

2002 STOCK INCENTIVE PLAN




FORM
OF RESTRICTED STOCK UNIT AWARD AGREEMENT




     Pursuant to your Restricted Stock Unit Award Notice (the “Award Notice”) and this Restricted
Stock Unit Award Agreement (this “Agreement”), Cardiac Science Corporation (the “Company”) has
granted you a Restricted Stock Unit Award (the “Award”) under its 2002 Stock Incentive
Plan (the “Plan”) with respect to the number of Restricted Stock Units indicated in your Award
Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall
have the same definitions as in the Plan.



     The details of the Award are as follows:



1. Vesting and Settlement




     The Award will vest and become payable according to the vesting schedule set forth in the
Award Notice (the “Vesting Schedule”). One share of the Company’s Common Stock will be issuable
for each Restricted Stock Unit that vests and becomes payable. Restricted Stock Units that have
vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to
herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to
forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested
Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to
forfeiture) and become payable in accordance with the Vesting Schedule (the Unvested and Vested
Units are collectively referred to herein as the “Units”). As soon as practicable after Unvested
Units become Vested Units, the Company will settle the Vested Units by issuing to you one share of
the Company’s Common Stock for each Vested Unit. The Award will terminate and the Units will be
subject to forfeiture upon your Termination of Service as set forth in Section 2.



2. Termination of Award upon Termination of Service




     Unless the Plan Administrator determines otherwise prior to your Termination of Service, upon
your Termination of Service any portion of the Award that has not vested as provided in Section 1
will immediately terminate and all Unvested Units shall immediately be forfeited without payment of
any further consideration to you.



3. Securities Law Compliance




     3.1 You represent and warrant that you (a) have been furnished with a copy of the Plan and all
information which you deem necessary to evaluate the merits and risks of receipt of the Award, (b)
have had the opportunity to ask questions and receive answers concerning the information received
about the Award and the Company, and (c) have been given the opportunity to obtain any additional
information you deem necessary to verify the accuracy of any information obtained concerning the
Award and the Company.



 









 





     3.2 You hereby agree that you will in no event sell or distribute all or any part of the
shares of the Company’s Common Stock that you receive pursuant to settlement of this Award (the
“Shares”) unless (a) there is an effective registration statement under the Securities Act and
applicable state securities laws covering any such transaction involving the Shares or (b) the
Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company)
stating that such transaction is exempt from registration or the Company otherwise satisfies itself
that such transaction is exempt from registration. You understand that the Company has no
obligation to you to maintain any registration of the Shares with the SEC and has not represented
to you that it will so maintain registration of the Shares.



     3.3 You confirm that you have been advised, prior to your receipt of the Shares, that neither
the offering of the Shares nor any offering materials have been reviewed by any administrator under
the Securities Act or any other applicable securities act (the “Acts”) and that the Shares have not
been registered under any of the Acts and therefore cannot be resold unless they are registered
under the Acts or unless an exemption from such registration is available.



     3.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss,
claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a
result of any breach by you of, or any inaccuracy in, any representation, warranty or statement
made by you in this Agreement or the breach by you of any terms or conditions of this Agreement.



4. Transfer Restrictions




     Units shall not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of,
whether voluntarily or by operation of law.



5. Book Entry Registration of the Shares




     The Company may issue the Shares by registering the Shares in book entry form with the
Company’s transfer agent in your name.



6. No Rights as Stockholder




     You shall not have voting or other rights as a stockholder of the Common Stock with respect to
the Units.



7. Independent Tax Advice




     You acknowledge that determining the actual tax consequences to you of receiving or disposing
of the Units and Shares may be complicated. These tax consequences will depend, in part, on your
specific situation and may also depend on the resolution of currently uncertain tax law and other
variables not within the control of the Company. You are aware that you should consult a competent
and independent tax advisor for a full understanding of the specific tax consequences to you of
receiving the Units and receiving or disposing of the Shares. Prior to executing this Agreement,
you



 









 




either have consulted with a competent tax advisor independent of the Company to obtain tax
advice concerning the receipt of the Units and the receipt or disposition of the Shares in light of
your specific situation or you have had the opportunity to consult with such a tax advisor but
chose not to do so.




9. Withholding




     You are ultimately responsible for all taxes owned in connection with this Award, including
federal, state, local, FICA or foreign taxes of any kind required by law, regardless of any action
the Company or any Related Company taxes with respect to any tax withholding obligations that arise
in connection with this Award. As a condition to the settlement of your Vested Units, you agree to
make arrangements satisfactory to the Company for the payment of any federal, state, local or
foreign withholding tax obligations that arise either upon receipt of the Shares or as the
forfeiture restrictions on any Units lapse. Unless the Company, or its designated administrator,
receives a written notice from you of your election to pay your tax withholding obligations that
arise with respect to Vested Units before the deadline established by the Company before the date
on which such Units become Vested Units, the Company may satisfy all or part of your tax
withholding obligations by withholding that number of whole Shares as the Company determines is
necessary to satisfy the minimum tax withholding obligations arising with respect to the issuance
of Shares in settlement of the Vested Units. Notwithstanding the foregoing, you acknowledge and
agree that the Company and any Related Company has the right to deduct from payments of any kind
otherwise due to you any federal, state or local taxes of any kind required by law to be withheld
with respect to the Award.



9. General Provisions




     9.1 Assignment. The Company may assign its forfeiture rights at any time, whether or not such
rights are then exercisable, to any person or entity selected by the Company’s Board of Directors.



     9.2 No Waiver. No waiver of any provision of this Agreement will be valid unless in writing
and signed by the person against whom such waiver is sought to be enforced, nor will failure to
enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder.



     9.3 Undertaking. You hereby agree to take whatever additional action and execute whatever
additional documents the Company may deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on either you or the Units pursuant to the
express provisions of this Agreement.



     9.4 Agreement Is Entire Contract. This Agreement constitutes the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the
provisions of the Plan and will in all respects be construed in conformity with the express terms
and provisions of the Plan.



     9.5 Successors and Assigns. The provisions of this Agreement will inure to the benefit of,
and be binding on, the Company and its successors and assigns and you



 









 




and your legal representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person will have become a party to this Agreement and
agreed in writing to join herein and be bound by the terms and conditions hereof.




     9.6 No Employment or Service Contract. Nothing in this Agreement will affect in any manner
whatsoever the right or power of the Company, or a Related Company, to terminate your employment
or services on behalf of the Company, for any reason, with or without Cause.



     9.7 Shareholder of Record. You will be recorded as a shareholder of the Company and will
have, subject to the provisions of this Agreement and the Plan, all the rights of a shareholder
with respect to the Shares.



     9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original, but which, upon execution, will constitute one and the same instrument.



     9.9 Governing Law. This Agreement will be construed and administered in accordance with and
governed by the laws of the State of Washington.



     9.10 Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By
entering into this Agreement and accepting the grant of the Award evidenced hereby, you
acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (b) that the grant of the Award is a one-time benefit which does not create
any contractual or other right to receive future grants of awards, or benefits in lieu of awards;
(c) that all determinations with respect to any such future grants, including, but not limited to,
the times when awards will be granted, the number of shares issuable pursuant to each award, the
award price, if any, and the time or times when each award will be exercisable or payable, will be
at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e)
that the value of the Award is an extraordinary item of compensation which is outside the scope of
your employment contract, if any; (f) that the Award is not part of normal or expected compensation
for purposes of calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar payments; (g) that the
vesting of the Award ceases upon your Termination of Service for any reason except as may otherwise
be explicitly provided in the Plan or this Agreement or otherwise permitted by the Plan
Administrator; and (h) that the future value of the Shares issuable pursuant to the Award is
unknown and cannot be predicted with certainty.



     9.11 Employee Data Privacy. By entering this Agreement, you (a) authorize the Company and
your employer, if different, and any agent of the Company administering the Plan or providing Plan
recordkeeping services, to disclose to the Company or any of its affiliates any information and
data the Company requests in order to facilitate the grant of the Award and the administration of
the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c)
authorize the



 









 




Company and its agents to store and transmit such information in electronic form.