Exhibit 10.3
FORM OF PERFORMANCE SHARE AWARD AGREEMENT
UNDER THE ANIKA THERAPEUTICS, INC.
2003 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:
No. of Target Shares:
(assuming 100%
attainment of the Performance Measures (as defined below))
Final Acceptance Date:
, 20
Pursuant to Anika Therapeutics, Inc. 2003 Stock Option and Incentive Plan (the
"Plan") as amended through the date hereof, Anika Therapeutics, Inc. (the
"Company") hereby makes a Performance Share Award (an "Award") consisting of a
number of shares of Restricted Stock to the Grantee named above as determined in
accordance with the terms of this Award Agreement.
No shares of Restricted
Stock shall be issued unless the provisions of Paragraph 2 are satisfied.
1.
Acceptance of Award.
The Grantee shall have no rights with
respect to this Award unless he or she shall have accepted this Award prior to
the close of business on the Final Acceptance Date specified above by signing
and delivering to the Company a copy of this Award Agreement.
2.
Issuance of Restricted Stock.
(A)
THE ACTUAL NUMBER OF SHARES OF RESTRICTED STOCK TO BE ISSUED TO
GRANTEE WILL VARY (FROM
% TO
% OF THE NUMBER OF TARGET SHARES)
DEPENDING UPON THE COMPANY'S EBITDA AND REVENUE ANNUAL GROWTH FOR THE FISCAL
YEAR ENDING DECEMBER 31, 20
("PERFORMANCE PERIOD") AS SET FORTH ON
EXHIBIT A TO THIS AWARD ("PERFORMANCE MEASURES").
THE COMMITTEE SHALL REVIEW
THE COMPANY'S AUDITED FINANCIAL STATEMENTS PROMPTLY AFTER THEIR PREPARATION EACH
YEAR TO DETERMINE THE PERCENTAGE OF THE TARGET SHARES TO BE ISSUED, IF ANY,
BASED UPON ACHIEVEMENT OF THE PERFORMANCE MEASURES FOR SUCH PERFORMANCE PERIOD.
WHERE ACHIEVEMENT OF THE PERFORMANCE MEASURES IS BETWEEN TWO END POINTS OF THE
PERFORMANCE MEASURES, THE PERCENTAGE OF TARGET SHARES TO BE ISSUED SHALL BE
ROUNDED UP TO THE NEXT HIGHER CATEGORY.
(B)
UPON THE DATE ("GRANT DATE") ON WHICH THE COMMITTEE MAKES A
DETERMINATION AND CERTIFICATION THAT THE COMPANY HAS ACHIEVED THE PERFORMANCE
MEASURES AT THE LEVELS SET FORTH ON EXHIBIT A FOR THE PERFORMANCE PERIOD, THE
NUMBER OF SHARES OF RESTRICTED STOCK DETERMINED PURSUANT TO THIS PARAGRAPH 2
SHALL BE ISSUED AND DELIVERED TO THE GRANTEE, EITHER VIA BOOK ENTRY OR ACTUAL
STOCK CERTIFICATES, PROVIDED THAT THE GRANTEE IS AN EMPLOYEE OF THE COMPANY OR A
SUBSIDIARY ON SUCH GRANT DATE.
THE GRANTEE'S NAME SHALL BE ENTERED AS THE
STOCKHOLDER OF RECORD ON THE BOOKS OF THE COMPANY.
THEREUPON, THE GRANTEE SHALL
HAVE ALL THE RIGHTS OF A SHAREHOLDER WITH RESPECT TO SUCH SHARES, INCLUDING
VOTING AND DIVIDEND RIGHTS, SUBJECT, HOWEVER, TO THE RESTRICTIONS AND CONDITIONS
SPECIFIED IN PARAGRAPH 3 BELOW.
3.
Restrictions and Conditions.
(A)
ANY BOOK ENTRIES OR CERTIFICATES EVIDENCING THE SHARES OF
RESTRICTED STOCK GRANTED HEREIN SHALL BEAR AN APPROPRIATE LEGEND, AS DETERMINED
BY THE ADMINISTRATOR IN ITS SOLE DISCRETION, TO THE EFFECT THAT SUCH SHARES ARE
SUBJECT TO RESTRICTIONS AS SET FORTH HEREIN AND IN THE PLAN.
(B)
SHARES OF RESTRICTED STOCK GRANTED HEREIN MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE